2009-12-07 Regular Council Session

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in compliance with the provisions of the trust indenture authorizing the initial issue of such TIF Bonds, from time to time pursue the issuance of additional TIF Bonds in an amount sufficient to refund the Subordinate Notes, provided that the market conditions for such TIF Bonds are such that the payment terms of the TIF Bonds are sufficiently favorable that reasonably prudent city financial officers or agents would undertake such a refunding or refinancing of the Subordinate Notes. 5.2.4 Subordinate Note Terms. The Subordinate Notes shall have the same maturity and interest rate as the TIF Notes that they redeem, but shall be subordinate in all respects to any outstanding TIF Bonds. 5.3 Cooperation in the Issuance of TIF Obligations{ TC "5.3 Cooperation in the }. Issuance of TIF Obligations" \f C \l "3" The Developer covenants to cooperate and take all reasonable actions necessary to assist the City and its Bond Counsel, underwriters and financial advisors in the preparation of offering statements, private placement memorandum or other disclosure documents and all other documents necessary to market and sell the TIF Obligations, including (a) disclosure of tenants of the Property and the non-financial terms of the leases between the Developer and such tenants, and (b) providing sufficiently detailed estimates of Reimbursable Redevelopment Project Costs so as to enable Bond Counsel to render its opinion as to the tax-exemption of TIF Obligations. The Developer will not be required to disclose to the general public or any investor the rent payable under any such lease or any proprietary or confidential financial information pertaining to the Developer, its tenants or the leases with its tenants, but upon the execution of a confidentiality agreement acceptable to the Developer, the Developer will provide such information to the City’s financial advisors, underwriters and their counsel to enable such parties to satisfy their due diligence obligations. Such compliance obligation shall be a covenant running with the land, enforceable as if any subsequent transferee thereof were originally a party to and bound by this Agreement. 5.4 City to Select Consultants; Term and Interest Rate{ TC "5.4 City to Select }. Consultants; Term and Interest Rate" \f C \l "3" The City may select the Bond Counsel, underwriters, financial advisors and consultants as the City deems necessary for the issuance of the TIF Bonds. The final maturity of the TIF Bonds shall not exceed the maximum term permissible under the TIF Act. The TIF Bonds shall bear interest at such rates, shall be subject to redemption and shall have such terms as the City shall reasonably determine in conformance with the terms of this Agreement. ARTICLE VI{ TC \n \l1 “ARTICLE VI” } SPECIAL ALLOCATION FUND;{ TC \n \l1 “SPECIAL ALLOCATION FUND;” } COLLECTION AND USE OF TIF REVENUES{ TC \n \l1 “COLLECTION AND USE OF TIF REVENUES” } 6.1 Creation of Special Allocation Fund.{ TC \l2 “6.1 Creation of Special Allocation } Fund.”The City agrees to cause its Finance Director or other financial officer to maintain the Special Allocation Fund, and within such fund a “PILOTS Account,” an “EATS Account” and within such accounts, respective subaccounts for RPA-1 and RPA-2, and such further accounts or subaccounts as the Finance Director may deem appropriate in connection with the administration of the Special Allocation Fund pursuant to this Agreement. Subject to the requirements of the TIF Act and, with respect to Economic Activity Taxes, subject to annual appropriation by the City Council, the City will, promptly upon receipt thereof, deposit all Payments in Lieu of Taxes from the Redevelopment Area into the PILOTS Account and 50% of all Economic Activity Taxes into the EATS Account of the Special Allocation Fund. The City shall take all actions necessary to cause the St. Louis County Assessor and the