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HomeMy WebLinkAboutORD.2484.02-16-1999BILL NO. 99-47 ORDINANCE NO. ,,-)qi4 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERGOVERNMENTAL COOPERATION AGREEMENT BETWEEN THE COUNTY OF CAPE GIRARDEAU AND CITIES OF JACKSON AND CAPE GIRARDEAU, MISSOURI FOR THE PURPOSE OF FORMING A TRANSPORTATION CORPORATION TO FACILITATE THE ACCELERATION OF DESIGN, ENGINEERING AND CONSTRUCTION OF HIGHWAY IMPROVEMENTS ALONG THE I-55 JACKSON/CAPE GIRARDEAU CORRIDOR; AND TAKE CERTAIN ACTIONS RELATED THERETO. WHEREAS, the City of Cape Girardeau, Missouri (the "City") has the responsibility to provide for the general health, safety and welfare of citizens within its jurisdiction and that the provision of safe and effective transportation systems and highways is part of that responsibility. WHEREAS, the City recognizes that a delay in correcting or improving the highway system imperils the property and persons of the City, the City desires to protect existing property and persons and enhance the economic viability of the region for the overall betterment of the City by undertaking certain obligations with the County of Cape Girardeau (the "County") and the City of Jackson consistent with its legal obligations under state and federal law; and WHEREAS, the City and the other political subdivisions desire to cooperate and to take the reasonable steps necessary to facilitate the prompt design, engineering, construction and completion of certain highway improvements; and WHEREAS, Midamerica Hotels Corporation has executed an Intergovernmental Cooperation Agreement titled Center Junction Project Agreement providing funding for the Center Junction Project; and WHEREAS, the City and the other political subdivisions desire to form a transportation corporation to finance, through the issuance of revenue bonds, certain of the costs and other obligations to be incurred by the Missouri Highway and Transportation Commission in connection with the highway improvements on the terms and conditions in an Intergovernmental Cooperation Agreement in substantially the form set forth in Exhibit A, attached hereto, and in accordance with and pursuant to the provisions of Article VI, § 16 of the Missouri Constitution and Sections 70.210 through 70.325 of the Revised Statutes of Missouri, as amended. NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI AS FOLLOWS: Section 1. The City Council hereby authorizes and directs the City Manager to execute the Intergovernmental Cooperation Agreement between the City and the County and the City of Jackson in substantially the form as set forth in Exhibit A, attached hereto and incorporated herein by reference. Section 2. The City Council hereby authorizes and directs the City Manager to execute the Center Junction Project Agreement between Midamerica Hotels Corporation, the City and the County and the City of Jackson in substantially the form as set forth in Exhibit B, attached hereto and incorporated herein by reference. Section 3. The City Council hereby authorizes and directs the City Manager to execute the application to be submitted to the Missouri Department of Transportation and/or the Missouri Highways and Transportation Commission and to take such further action and execute such documents, certifications, agreements, and instruments as may be necessary to carry out and comply with the intent of this Ordinance. Section 4. The City shall, and the officials, agents and employees of the city are hereby authorized and directed to take such further action, and execute such documents, certifications, and instruments as may be necessary to carry out and comply with the intent of this Ordinance. Section 5. This Ordinance shall constitute an emergency measure within the meaning of Section 3.15(a) of the City Charter in that it is a bill concerning the immediate preservation of public peace, property, health, safety or morals. Specifically, the highway project contemplated will alleviate present traffic hazards. Further, the application deadline for MoDOT approval of this Project is March 1, 1999. Section 6. This Ordinance shall be in full force and effect from and after its passage and approval. PASSED AND APPROVED THIS 0 C4 DAY OF J "J/u , 1999. ATTEST: 4DepJLCity Clerk 2 CENTER JUNCTION PROJECT AGREEMENT County of Cape Girardeau, Missouri City of Jackson, Missouri City of Cape Girardeau, Missouri Midamerica Hotels Corporation I-55 JACKSON/CAPE GIRARDEAU CORRIDOR PROJECTS AGREEMENT County of Cape Girardeau, Missouri City of Jackson, Missouri City of Cape Girardeau, Missouri Table of Contents Page RECITALS.....................................................1 ARTICLE Definitions .............................................. 1 Section 1.01. Definitions ........................................ 1 Section 1.02. General Rules of Construction ........................... 3 ARTICLE II Conditions ............................................. 3 Section 2.01. Transportation Corporation. ........................... 3 Section 2.02. MoDOT and Commission Approvals ....................... 4 Section 2.03. MoDOT Intergovernmental Cooperation Agreement ............ 4 Section 2.04. Bonds .......................................... 4 Section 2.05. Advance ......................................... 4 Section 2.06. Termination ...................................... 4 ARTICLE III Creation of the Transportation Corporation ....................... 4 Section 3.01. Transportation Corporation ............................ 4 Section 3.02. Powers and Duties of the Corporation ...................... 4 Section 3.03. Organization of the Corporation ......................... 5 Section 3.04. Powers and Duties of the Board of Directors ................. 5 Section 3.05. Executive Director .................................. 6 Section 3.06. Term ........................................... 6 ARTICLE IV Financing of the Corporation ................................ 6 Section 4.01. Payments from Member Entities .......................... 6 Section 4.02. Reimbursement ..................................... 8 Section 4.03. Limitation of Liability ................................ 8 ARTICLE V Projects .............................................. 9 Section 5.01. Center Junction Project ............................... 9 Section 5.02. Additional I-55 Corridor Projects ......................... 9 Section 5.03. Agreement to Govern ................................ 9 ARTICLE VI Additional Agreements .................................... 9 Section 6.01. Further Documents .................................. 9 Section 6.02. Withdrawal of Membership ............................ 9 Section 6.03. Dissolution of the Corporation .......................... 9 ARTICLE VII Representations. Warranties and Covenants of Member Entities ......... 9 Section 7.01. Organization, Authorization and Validity .................. 10 Section 7.02. Authority ....................................... 10 Section 7.03. Non -Contravention ................................. 10 Table of Contents Page Section 7.04. Litigation ....................................... 10 ARTICLE VIII Defaults and Remedies .................................. 10 Section 8.01. Default by Member Entities ........................... 10 Section 8.02. Remedies of District or Authority ....................... 11 Section 8.03. Remedies Not Exclusive ............................. 11 ARTICLE IX Miscellaneous ......................................... 11 Section 9.01. Severability of Invalid Provisions ........................ 11 Section 9.02. Execution of Agreement ............................. 11 Section 9.03. Governing Law ................................... 11 Section 9.04. Amendments ..................................... 11 Section 9.05. Effective Date of Agreement ........................... 11 Section 9.06. Waiver ......................................... 11 Section 9.07. No Third Party Beneficiaries .......................... 12 Section 9.08. Conditions to Performance ............................ 12 ii I-55 JACKSON/CAPE GIRARDEAU CORRIDOR PROJECTS AGREEMENT THIS I-55 JACKSON/CAPE GIRARDEAU CORRIDOR PROJECTS AGREEMENT (the "Agreement") is made this ) day of ;� gt A , 1999, by and among the County of Cape Girardeau and the Cities of Jackson and Cape Girardeau, Missouri, each of which is a political subdivision of the State of Missouri. RECITALS WHEREAS, accelerated completion of improvements to the State highway infrastructure along the I-55 Jackson/Cape Girardeau Corridor is an urgent priority of each of the parties; and WHEREAS, in order to facilitate the acceleration of such highway improvements, the parties desire to form one or more Transportation Corporations pursuant to the Missouri Transportation Corporation Act (the "Act") in order to enter into contracts and issue revenue bonds to facilitate the highway improvements; and WHEREAS, the parties deem it desirable to design, engineer and construct various highway improvements through one or more Transportation Corporations; and WHEREAS, the parties desire to form and fund one or more such Transportation Corporations by the means and under the terms set forth herein; NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows: ARTICLE I Definitions Section 1.01. Definitions. Unless the context otherwise specifically requires or indicates to the contrary, the following terms as used in this Agreement shall have the following meanings: "Applicable Laws" mean all applicable laws, ordinances, judgments, decrees, injunctions, writs and orders of any court, arbitrator or governmental agency or authority and all statutes, rules, regulations, orders, interpretations, licenses and permits of any federal, state, county, municipal, regional, foreign or other governmental body, instrumentality, agency or authority. "Board of Directors" means the Board of Directors of the Transportation Corporation. "City of Cape Girardeau Project Area" means that section of the total Project Area that is located within the limits of the City of Cape Girardeau, Missouri. "City of Jackson Project Area" means that section of the total Project Area that is located within the limits of the City of Jackson, Missouri. "Code" means the Internal Revenue Code of 1986, as amended. "Commission" means the Missouri Highway and Transportation Commission. "Corporation" means the Transportation Corporation. "Drury Agreement" means the Intergovernmental Cooperation Agreement between The Member Entities and Midamerica Hotels Corporation executed prior to or concurrently with this Agreement. "Executive Director" means the person appointed by the Board of Directors of the Corporation to be the Executive Director of the Corporation, as described in Section 2.05 hereof. "Fiscal Year" means the annual accounting period from first day of January of one year to last day of December of the same year. "Member Entities" means the County of Cape Girardeau and the Cities of Jackson and Cape Girardeau, Missouri, each a political subdivision of the State of Missouri. "Member Entity Default" has the meaning given to such term in Section 7.01 hereof. "Member Contribution" means the initial contribution to the Corporation in the sum of $75,000.00 and all subsequent contributions of annual appropriations or general revenue sales taxes collected by the Member Entity. "MoDOT" means the Missouri Department of Transportation. "Obligations" means Notes, Bonds or other indebtedness issued by the Corporation. "Operating Expenses" means all expenses which may reasonably be determined by the Corporation to be attributable directly or indirectly to the design, engineering or construction of the highway projects and payable as operating expenses in accordance with generally accepted accounting principles, and shall include without limitation any interest payments on the Obligations, required payments to the Debt Service Reserve Fund, and other reasonable or necessary payments required to comply with debt service coverage requirements imposed in connection with any Obligations. "Project Area" means the area for which the Corporation is authorized to undertake State highway projects, including the 100 +/- acres currently owned by Drury and James L. Drury and Wanda Drury, Trustees of the Revocable Real Estate Trust dated February 22, 1994 (the "Trust") and as further described in Exhibit A. "State" means the State of Missouri. 2 "TIF District" means the Tax Increment Financing district in the City of Jackson, Missouri. "TIF District Plan" means the Tax Increment Financing District Plan adopted in Ordinance No. 3801 by the Board of Aldermen of the City of Jackson, Missouri on December 28, 1998. Section 1.02. General Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural and vice versa, and words importing persons shall include individuals, corporations, partnerships, joint ventures, associations, joint-stock companies, trusts, unincorporated organizations and governments and any agency or political subdivision thereof. The words "herein, " "hereby, " "hereunder, "hereof, " "hereto, " "hereinbefore, " "hereinafter" and other equivalent words refer to this Agreement and not solely to the particular article, section, paragraph or subparagraph hereof in which such word is used. The term "Ordinance" shall include any orders or legislation adopted by the Cape Girardeau County Commission. Reference herein to a particular article or a particular section, exhibit, schedule or appendix shall be construed to be a reference to the specified article or section hereof or exhibit, schedule or appendix hereto unless the context or use clearly indicates another or different meaning or intent. 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. The table of contents, captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. ARTICLE II Conditions Section 2.01. Transportation Corporation. This Agreement is conditioned upon the Member Entities successfully forming a transportation corporation to be named the I-55 Jackson/Cape Girardeau Corridor Projects Transportation Corporation (the "Corporation"). The boundaries of the Corporation must include the areas within each Member Entity that includes the Center Junction area of the I-55 Corridor, as set forth on Exhibit A, attached hereto and incorporated herein. The Corporation shall be organized under the Missouri Nonprofit Corporation Act, Chapter 355, RSMo., and the Missouri Transportation Corporation Act, Chapter 238, RSMo., according to by-laws and articles of incorporation approved by the 3 Commission and consistent with the Intergovernmental Cooperation Agreement between the Member Entities dated , 1999. Section 2.02. MoDOT and Commission Approvals. This Agreement is further conditioned upon the filing of all necessary applications by the Corporation with the Commission and/or MoDOT by March 1, 1999 and receipt of the necessary approvals of such applications from MoDOT and/or the Commission. Section 2.03. MoDOT Intergovernmental Cooperation Agreement. This Agreement is further conditioned upon the Member Entities, the Corporation and the Commission entering into an Intergovernmental Cooperation Agreement to provide for the construction and financing of the Project (the "MoDOT Intergovernmental Cooperation Agreement.") Section 2.04. Bonds. This Agreement is further conditioned upon the issuance by the Corporation of Bonds to finance the accelerated completion of the Project in a principal amount not to exceed $5.5 million plus Debt Service Reserve. Such Bonds must provide for repayment in full no later than December 31, 2005. Section 2.05. Advance. This Agreement is further conditioned upon the reasonable estimate, at the time of execution of the MoDOT Intergovernmental Cooperation Agreement, of the Advance to be paid by the Member Entities, consisting of interest on the Bonds, carry costs, and operating expenses of the Corporation, not exceeding $1 million. Section 2.06. Termination. Performance of this Agreement by the Member Entities shall be excused and this Agreement shall automatically terminate if the conditions contained in Sections 2.01, 2.02, 2.03, 2.04 and 2.05 are not met by July 1, 2000. ARTICLE III Creation of the Transportation Corporation Section 3.01. Transportation Corporation. The Member Entities hereby agree to cooperate in the establishment of one or more transportation corporations pursuant to the Act (the "Corporation"). Each such Corporation shall be named after the highway project for which it was formed. The boundaries of the initial Corporation shall include the areas within each Member Entity that includes the I-55 Corridor, as set forth on Exhibit A, attached hereto and incorporated herein. The Corporation shall be organized under the Missouri Nonprofit Corporation Act, Chapter 355, RSMo., and the Missouri Transportation Corporation Act, Chapter 238, RSMo., according to by-laws and articles of incorporation approved by the Commission and consistent with this Agreement. The principal office of the Corporation shall be at a place determined from time to time by the Board of Directors. Section 3.02. Powers and Duties of the Corporation. Subject to the terms of this Agreement, the Corporation shall have the following powers and duties, to be exercised 4 exclusively on behalf of and for the benefit of the Member Entities for the design, engineering and construction of the highway projects: (i) to purchase, lease, acquire, sell and use real and personal property; (ii) to borrow money and issue Obligations secured by mortgage or other pledge of income or assets; (iii) to invest its funds for corporate purposes; (iv) to enter into such agreements or execute such instruments as are necessary to carry out the foregoing; and (v) to implement all other duties prescribed to it by this Agreement. Section 3.03. Organization of the Corporation. The powers and duties of the Corporation shall be exercised by a Board of Directors, appointed by the Missouri Highway and Transportation Commission (the "Commission"). (a) Board of Directors. The Board of Directors shall consist of two registered voters from each Member Entity nominated by the chief elected officer and approved by the respective legislative body of the Member Entity. (b) Compensation. Directors shall serve without compensation, except that they shall be entitled to reimbursement by the Corporation for their reasonable and necessary expenses in the performance of their duties. (c) Procedural Matters. The Board of Directors shall establish by-laws governing the election of officers, the schedule of meetings and notices therefore, and other procedural matters. (d) Majority Required for Decisions. All decisions of the Board of Directors shall be determined by a majority vote of the Board. Section 3.04. Powers and Duties of the Board of Directors. The Board of Directors shall have the powers and duties set forth in Chapters 355 and 238, RSMo., as well as all powers and duties which transportation corporations may hereafter exercise by amendment to those statutes or any other provisions of the Revised Statutes of Missouri, including, but not limited to, the following: (i) to implement this Agreement; (ii) to determine the means to design, engineer and construct the highway improvements in accordance with this Agreement; 5 to appoint an Executive Director for the Corporation; (iv) to determine and approve all highway projects for the Corporation after completion of the two projects outlined in Article IV, hereof; (v) to buy, lease or sell real property for the purpose of improving the highways in the Project Area, and to contract with public or private entities for the design, engineering and construction of the projects; and (vi) to contract with the Missouri Highway and Transportation Commission, and with cities and other counties in the State of Missouri or any private parry for the design, engineering and construction of highway projects. Section 3.05. Executive Director. The Executive Director shall be appointed by the Board of Directors and shall serve in this capacity without compensation, except as otherwise agreed by each of the Member Entities. The Executive Director shall have the following duties: (i) to act on behalf of the Corporation in implementing this Agreement; to prepare the Corporation's annual report and annual budget; to carry out any other duties consistent with the terms of this Agreement as the Commission may from time to time prescribe. Section 3.06. Term. The term of this Agreement shall be twenty years from its effective date and may be extended by consent of all Member Entities for two additional ten year terms. ARTICLE IV Financing of the Corporation Section 4.01. Payments from Member Entities. (a) Initial Contribution. Each Member Entity hereby agrees to pay to the Corporation, as provided herein, an initial contribution in the amount of $75,000.00 for administrative and operational costs of the Corporation. Said amount shall be paid as follows: (i) $25,000 upon formation of the Corporation; and (ii) $50,000 on or before July 15' following formation of the Corporation. (b) Annual Assessment. Each Member Entity hereby agrees to pay annually, subject to annual appropriations, to the Corporation an amount equal to one-third of the budgeted 6 expenses of the Corporation ("Annual Assessment") for operational expenses, including debt service payments for the next calendar year. (c) Sales Tax Payment. The Annual Assessment shall be offset, in whole or part, by the Member Entities' generation, and subsequent contribution, of an amount equal to the general sales tax revenues generated in the Project Area from the previous calendar year (the "Sales Tax Payment"). Subject to annual appropriation, the parties shall pay an amount from their respective available funds calculated as follows: (i) For the City of Cape Girardeau, an amount equal to 1 % of all taxable sales generated in the Project Area during the previous calendar year less the amount generated by each City in calendar year 1998 within the Project Area, payable to the Corporation. (ii) For the City of Jackson: (a) an amount equal to 1 % of all taxable sales generated in the Project Area during the previous calendar year less the amount generated by the City in calendar year 1998 within the Project Area; and (b) all amounts paid by the County of Cape Girardeau as a result of the TIF District in the City of Jackson Project Area. All amounts are payable to the Corporation. (iii) For the County of Cape Girardeau: (a) if generated within the City of Cape Girardeau Project Area, an amount equal to one-half of 'h % of all taxable sales generated in the City of Cape Girardeau Project Area during the previous calendar year less such amount generated by the County or calendar year 1998 within the City of Cape Girardeau Project Area, payable to the Corporation; and (b) if generated within the City of Jackson Project Area, subject to a valid and existing TIF District Plan, an amount equal to one-half of '/2 % of all taxable sales generated in the City of Jackson Project Area, payable to the City of Jackson's Special Allocation Fund pursuant to the TIF District Plan. At such time as the City of Jackson Project Area ceases to be subject to a valid TIF District Plan, the County shall pay the amount specified in (b) to the Corporation. (d) Third Parry Contributions. The Annual Assessment shall be adjusted for other revenue earned by the Corporation and payments received from third parties in the previous calendar year. (e) Joint and Several Liability, Contribution. In the event that any Member Entity fails to pay any contribution when due ("Defaulting Member Entity"), each other Member Entity shall be jointly and severally liable to the Corporation for the Defaulting Member Entity's contribution;rop vided, however, that such liability shall be limited to the amount past due, and in no event shall any Member Entity be liable for an amount exceeding fifty -percent (50%) of that 7 Member Entity's contribution for that Fiscal Year. Each Member Entity paying the contribution of any Defaulting Member Entity, or any portion thereof, shall have the right of contribution against such Defaulting Member Entity for the amount so paid. (f) Event of Default. In the event that a Member Entity fails to meet its contribution obligations to the Corporation, an "event of default," the Member Entity will forfeit any reimbursements owed to it or which may accrue in the future and the Corporation may report the event of default to appropriate credit and rating agencies. Section 4.02. Reimbursement. (a) Initial Contribution. The Initial Contribution of each Member Entity, plus five percent (5 %) interest compounded annually, will be reimbursed from Corporation funds, if available after providing for operating costs, upon the fifth anniversary date of the formation of the Corporation, as evidenced by the Certificate of Incorporation from the Missouri Secretary of State. If sufficient funds are not available to reimburse all Member Entities for the full amount on the fifth anniversary date, each Member Entity will receive an equal share of the funds so available, as determined by the Board of Directors of the Corporation. Subsequent reimbursements shall be made, in like manner, on each anniversary date of corporate formation until such time as all Member Entities have been reimbursed for their total initial contribution, plus five percent (5 %) interest compounded annually. (b) Surplus Sales Tax Payments. Beginning on the fifth anniversary date, the Board of Directors may reimburse Member Entities for previous Annual Assessments paid, adjusted for present value, and not otherwise offset by Sales Tax Payments provided the following conditions are met: (i) the Initial Contributions have been reimbursed; (ii) the remaining funds of the Corporation on hand after said reimbursement, would equal or exceed the budgeted operating expenses of the Corporation for the next calendar year; and (iii) all debt service reserves and other operational revenues are fully funded. Section 4.03. Limitation of Liability. The only obligation of the Member Entities to pay for the design, engineering and construction of the highway projects arises out of this Agreement. No such payment obligation shall constitute a debt of any Member Entity within the meaning of any constitutional or statutory limitation. 8 ARTICLE V Projects Section 5.01. Center Junction Project. The Member Entities hereby agree that the initial highway project of the Corporation shall be the construction and improvement of Center Junction located within the City of Jackson and the City of Cape Girardeau, all within the County of Cape Girardeau, Missouri along the Interstate 55 (the "I-55") Corridor, as more fully described in Exhibit A, attached hereto and incorporated herein (the "Center Junction Project"). Section 5.02. Additional I-55 Corridor Projects. Subject to the approval by Ordinance by each of the Member Entities, the Corporation may undertake other highway projects along the I-55 Corridor with the approval of the Commission. Section 5.03. Agreement to Govern. The Member Entities hereby agree that this Agreement may govern additional highway projects that are pursued by the Corporation or any subsequent transportation corporation upon approval, by Ordinance, of each of the Member Entities. ARTICLE VI Additional Agreements Section 6.01. Further Documents. The parties to this Agreement will execute and deliver all documents and perform all further acts that may be reasonably necessary to perform the obligations and consummate the transactions contemplated by this Agreement. Section 6.02. Withdrawal of Membership. Any Member Entity may withdraw from membership in the Corporation by resolution or ordinance of its governing body; provided, however, that if any Member Entity withdraws from the Corporation before all Obligations are paid in full or otherwise deemed defeased, said Member Entity shall forfeit: (i) any reimbursements due from the Corporation; (ii) any present or future claim of right, title or interest such Member Entity may have in any asset in which the Corporation may have an interest; and (iii) all other privileges of Corporation membership as provided herein. Section 6.03. Dissolution of the Corporation. The Corporation shall be dissolved only upon a unanimous vote of the Board of Directors or upon the withdrawal of Member Entities such that no more than one Member Entity would remain a member of the Corporation. ARTICLE VII Representations. Warranties and Covenants of Member Entities Each Member Entity represents, warrants and covenants for itself as follows: 9 Section 7.01. Organization, Authorization and Validity. Each Member Entity is a political subdivision of the State duly organized and validly existing under the laws of the State, and each has duly authorized, executed and delivered this Agreement. Section 7.02. Authority. Each Member Entity has all requisite authority to execute and deliver and perform its obligations under this Agreement and is not a party to any indenture, contract or other agreement or arrangement, by the performance of which it would prevent or materially and adversely affect its individual performance under this Agreement. Section 7.03. Non -Contravention. The execution and delivery of this Agreement by each Member Entity and the consummation of the transactions contemplated in it will not conflict with or result in a breach of or constitute a default under or violate any of the terms, conditions or provisions of any charter, resolution or ordinance, any material indenture, contract or agreement or arrangement to which it is a parry or by which any of its properties are bound, or any Applicable Laws by which it is bound. Section 7.04. Litigation. No Member Entity is a party to any legal, administrative, arbitration, or other proceeding or controversy pending, or, to the best of its knowledge, threatened, which would materially and adversely affect its ability to perform under this Agreement. ARTICLE VIII Defaults and Remedies Section 8.01. Default by Member Entities. The occurrence of any one or more of the following events shall constitute an event of default by any Member Entity ("Member Entity Default"): (i) failure to pay when due any contribution or any other monies owed the Corporation under this Agreement; or (ii) any event or occurrence rendering such Member Entity incapable of fulfilling its obligations under this Agreement; or (iii) the institution of any proceeding, with the consent or acquiescence of such Member Entity, for the purpose of effecting the composition between such Member Entity and its creditors or for the purpose of adjusting the claims of such creditors pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are under any circumstances payable from the funds of such Member Entity; or (iv) failure to punctually perform any of the other covenants, conditions, agreements and provisions contained in this Agreement, if such failure continues for thirty days after written notice specifying the default and requiring it to be remedied has been given to such Member Entity by the Corporation. 10 Section 8.02. Remedies of District or Authority. Upon the occurrence of a Member Entity Default, the Corporation, after giving notice of such Member Entity Default to all Member Entities, may bring suit by mandamus or other appropriate proceeding to require the Member Entity to perform its duties under the Act and this Agreement or to enjoin any acts in violation of the Act or this Agreement. Section 8.03. Remedies Not Exclusive. No remedy in this Agreement conferred upon or reserved to the Member Entities or the Corporation is intended to be exclusive of any other remedy, and each remedy is cumulative and in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity or by statute. ARTICLE IX Miscellaneous Section 9.01. Severability of Invalid Provisions. If any clause, provision or section of this Agreement is held to be illegal or invalid by any court, the invalidity of the clause, provision or section will not affect any of the remaining clauses, provisions or sections, and this Agreement will be construed and enforced as if the illegal or invalid clause, provision or section has not been contained in it. Section 9.02. Execution of Agreement. A sufficient number of copies for each party approving this Agreement, each of which shall be deemed to be an original having identical legal effect, shall be executed by the parties. Section 9.03. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Missouri. Section 9.04. Amendments. This Agreement may be changed or amended only with the consent of each Member Entity as expressed by resolution adopted by each Member Entity's governing body. No such change or amendment shall be effective which would affect adversely the prompt payment when due of all moneys required to be paid by the Member Entities under the terms of this Agreement, and no such change or amendment shall be effective which would cause the violation of, or default under, any provision of any resolution, indenture or agreement pursuant to which any Obligations are issued. Section 9.05. Effective Date of Agreement. This Agreement will be effective from the date of its execution by all of the parties hereto. Section 9.06. Waiver. Any waiver by any parry of its rights under this Agreement must be in writing, and will not be deemed a waiver with respect to any matter not specifically covered. Nothing in this Agreement authorizes the waiver of any Member Entity's obligation to make payments when due of all monies required to be paid by the Member Entities under the terms of this Agreement. 11 Section 9.07. No Third Party Beneficiaries. No persons other than the Corporation and the Member Entities and the successors and assigns of such persons shall have any rights whatsoever under this Agreement. Section 9.08. Conditions to Performance. Performance of this Agreement by the Member Entities shall be conditioned upon the execution of the Drury Agreement no later than April 1, 1999, and upon receipt by the Member Entities and/or the Corporation of the necessary approvals from MoDOT and the Commission. In the event that one or both of these conditions is not met, the parties to the Agreement are excused from performance and the Agreement shall automatically terminate. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. (SEAL) ATTEST: CAPE GIRARDEAU COUNTY, MISSOURI (::�� 14.41U� Printed Na X*� Title: & 0 Vi P r 12 CITY OF JACKSON, MISSOURI (SEAL) By - Printed -TVame: y:Printed-TVame: Title: f ATTEST: Printed Name: '-� f 'l a .I r , � Title: 13 (SEAL) ATTEST: Printed P8me: ' 6ojfr 1. (ownd Title: ((� e w ' CITY OF CAPE GIRARDEAU, MISSOURI Printed Name: /' ickoif 1 6. 4 )kc Title: l't +��r t'jo R'na r - 14 ACKNOWLEDGMENT STATE OF MISSOURI ) SS. COUNTY OF ,` UI A111) On this S day of � rc �, 1999, before me the undersigned, a Notary Public, appeared e E c � and A � % , to rr e personaljy known, who, being by me �s duly sworn, did say that+they are the of CAPE GIRARDEAU COUNTY and �- � . 4 1 , a body polit4c and corporate duly authorized, -incorporated and existing under and by virtue of the laws of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said County, and that said instrument was signed and sealed in behalf of said County by authority of its County Commission, and said officers acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said County. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. r (SEAL) My commission expires: I 15 Dfl,k4'N,;'I �. ;�� , Printed Name: t�n� �S rh&5 P:OTp t� r''1i tie r NOTARY SEA,, S£ATz; Of P,?S�;t7L; i !4 }. CAPS oion My �Tll'i;Ssi� Notary Public in and for said State Commissioned in i U ES � o i -L: � �: � (SEAL) My commission expires: I 15 ACKNOWLEDGMENT STATE OF MISSOURI ) SS. COUNTY OF 6r/�-✓ On thisoU/ day of ,1999, before me, the undersigned, a Notary Public, appeared igL and 17'jgi 42—� , to me personally known, who, being by me duly sworn, did say that they a e the Qy and �� of the CITY OF JACKSON, MISSOUAI, a body politic and co rate duly authorized, incorporated and existing under and by virtue of the laws of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said City, and that said instrument was signed and sealed in behalf of said City by authority of its Board of Aldermen, and said officers acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. (SEAL) My commission expires: /145 200 Notary Public in and for said State Commissioned in ��rac. /dam ounty 16 ACKNOWLEDGMENT STATE OF MISSOURI ) 4Ape, ) SS. COUNTY OF r9Nd�-w 1 On this rl day of r�r , 1999, before me, the undersi ned, a Notary Public, appeared �j ; GG►��l M; //cr and �� �. , A/y-A-d , to me personally known, who, being by me duly sworn, did say that they are the -4 , r and D to k 1"'Y _ of the CITY OF CAPE GIRARDEAU, MIS OURI, a body politic and corporate duly authorized, incorporated and existing under and by virtue of the laws of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of saiSit , and that said instrument was signed and sealed in behalf of said City by authority of its , and said officers acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. A&W�' W'ux/'� Printed Name: Notary Public in and for said State Commissioned in County ueiules u. Needham lotary Public -State of Missouri County of Cape Girardeau (SEAL) Fm. 10/8/2000 My commission expires: 17 EXHIBIT A Center Junction Project Description The Center Junction Project as proposed, would involve the construction of a new "north" lane of Kingshighway (61-72-34) and other related improvements generally in an area bounded by Old Orchard Lane to the west and the North County Park Drive and Boulder Crest intersection to the east. The Project would also involve new entrance and exit ramps for I-55, on both sides of the Interstate, reconstruction of the Limbaugh Lane intersection on the Cape side, and reconstruction of the Wedekind Road Intersection on the Jackson side. Upon completion of the Project, the existing "north" lane would be demolished and the then excess right-of-way on the north side would be conveyed to adjoining landowners including Cape Girardeau County. Attached hereto is Alternate #1 as designed by the Missouri Department of Transportation, which serves to further illustrate the Project's conceptual design.