AGENDA BOARD OF DIRECTORS OF DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT JUNE 11, :30 P.M.

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1 AGENDA BOARD OF DIRECTORS OF DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT JUNE 11, :30 P.M. 1. Roll call. Tab No Approval of Minutes from June 4, 2014 Work Session. 3. Resolutions: Tab No. 2 Resolution No appointing officers of the District. Tab No. 3 Resolution No authorizing the first actions of the District; designating the principal office of the District; adopting the Bylaws of the District; adopting the corporate seal of the District; and adopting the fiscal year of the District. Tab No. 4 Resolution No approving a contract with Gilmore & Bell, P.C., to act as District s Legal Counsel. Tab No. 5 Resolution No establishing policies and procedures in accordance with the Sunshine Law. Tab No. 6 Resolution No approving a bid for nonprofit corporate directors and officers indemnification insurance. Tab No. 7 Resolution No providing for the imposition of a community improvement district sales tax and calling an election therefor.

2 Tab No. 8 Resolution No providing for the imposition of a community improvement district property tax and calling an election therefor. Tab No. 9 Resolution No adopting budgets for the fiscal year ending June 30, 2014 and the fiscal year ending June 30, Tab No. 10 Resolution No approving a Compliance Reporting Policy. Tab No. 11 Resolution No authorizing the District s Legal Counsel or any officer of the District to perform certain actions in connection with the ongoing operation and administration of the District. Tab No. 12 Resolution No authorizing certain officers and representatives of the District to receive and review the reports prepared by the Missouri Department of Revenue in connection with the collection and administration of the District s sales tax. 4. Comments by Board, Advisors and Public. 5. Set Date for Next Meeting. 6. Transact any additional business that may come before the meeting. * * * -2-

3 NOTICE OF MEETING Public notice is hereby given that a meeting of the Board of Directors of the Downtown Cape Girardeau Community Improvement District (the District ) will be held at 6:30 p.m. on June 11, 2014, at the City Hall, 401 Independence Street, Cape Girardeau, Missouri, to discuss the matters on the following tentative agenda and such other matters as may be presented at the meeting and determined to be appropriate for discussion at that time: 1. Roll call. 2. Approval of minutes from June 4, 2014 work session. 3. Consider a resolution appointing officers of the District. 4. Consider a resolution authorizing the first actions of the District; designating the principal office of the District; adopting the Bylaws of the District; adopting the corporate seal of the District; and adopting the fiscal year of the District. 5. Consider a resolution approving a contract with Gilmore & Bell, P.C., to act as the District s Legal Counsel. 6. Consider a resolution establishing policies and procedures in accordance with the Sunshine Law. 7. Consider a resolution approving a bid for nonprofit corporate directors and officers indemnification insurance. 8. Consider a resolution providing for the imposition of a community improvement district sales tax and calling an election therefor. 9. Consider a resolution providing for the imposition of a community improvement district property tax and calling an election therefor. 10. Consider a resolution adopting budgets for the fiscal year ending June 30, 2014 and the fiscal year ending June 30, Consider a resolution approving a Compliance Reporting Policy. 12. Consider a resolution authorizing the District s Legal Counsel or officer of the District to perform certain actions in connection with the ongoing operation and administration of the District. 13. Consider a resolution authorizing certain officers and representatives of the District to receive and review the reports prepared by the Missouri Department of Revenue in connection with the collection and administration of the District s sales tax. 14. Comments by Board, advisors and public. 15. Set date for next meeting. 16. Transact any additional business that may come before the Board.

4 The meeting will be open to the public. Any member of the public may observe and attend the public meeting at the location identified above. Some members of the Board of Directors may be participating by telephone or other electronic means. A speaker phone will be made available at the location designated above for members of the public. DATE AND TIME OF POSTING: June 5, 2014 at p.m. Persons with disabilities wishing to attend or participate can contact Mark Grimm at (314) or contact Relay Missouri at (TTY/ASCII) or (Voice) prior to the meeting if accommodations need to be made. The news media may obtain copies of this notice by contacting: Jon K. Rust, Chairman 301 Broadway Cape Girardeau, Missouri (573)

5 CERTIFICATE REGARDING NOTICE OF MEETING I, the undersigned, Secretary to the Downtown Cape Girardeau Community Improvement District (the District ), state and certify that (1) the attached Notice of Meeting of the Board of Directors was posted at least 4 days, exclusive of weekends and holidays, prior to the commencement of the meeting on a bulletin board or other prominent place at the District s office at the City Hall, 401 Independence Street, Cape Girardeau, Missouri, the building in which said meeting was held, and (2) the attached Notice of Meeting of the Board of Directors was made available at least 4 days prior to the commencement of the meeting to any representative of the news media who requested notice of the meeting. Dated: June 11, Secretary to the Downtown Cape Girardeau Community Improvement District

6 MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF THE DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT The first meeting of the Board of Directors of the Downtown Cape Girardeau Community Improvement District (the District ) was held at 6:30 p.m. on June 11, 2014, at the City Hall, 401 Independence Street, Cape Girardeau, Missouri. The following persons were present or absent at the meeting as follows: Name Lindy Lysell, Director Jon Rust, Director Dave Hutson, Director Sheila Sauer, Director Kent Zickfield, Director James Stapleton, Director Daniel Statler, Director Present/Absent Present Present Present Present Present Present Present The following person was also present at the meeting: Molly Hood, Steven Hoffman, Marla Mills, Jim Maurer and Mark Grimm (via teleconference). Approval of Minutes The minutes of the work session meeting of the Board of Directors held on June 4, 2014 were read and, on motion duly made by Director Stapleton, seconded by Director Hudson and unanimously carried, were approved. Appointing Officers Director Zickfield made a motion, seconded by Director Sauer, to adopt Resolution No , entitled as follows: A RESOLUTION APPOINTING OFFICERS OF THE DISTRICT. After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously.

7 Organizational Matters Director Statler made a motion, seconded by Director Stapleton, to adopt Resolution No , entitled as follows: A RESOLUTION AUTHORIZING THE FIRST ACTIONS OF THE DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT; DESIGNATING THE PRINCIPAL OFFICE OF THE DISTRICT; ADOPTING THE BYLAWS OF THE DISTRICT; ADOPTING THE CORPORATE SEAL OF THE DISTRICT; ADOPTING THE FISCAL YEAR OF THE DISTRICT; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously. Employment of Legal Counsel Director Hudson made a motion, seconded by Director Statler, to adopt Resolution No , entitled as follows: A RESOLUTION AUTHORIZING THE EXECUTION OF AN ENGAGEMENT LETTER WITH THE LAW FIRM OF GILMORE & BELL, P.C. FOR LEGAL SERVICES FOR THE DISTRICT. After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously. Sunshine Law Policy Director Stapleton made a motion, seconded by Director Statler to adopt Resolution No , entitled as follows: A RESOLUTION ADOPTING A POLICY CONCERNING OPEN MEETINGS AND RECORDS. After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously. Insurance Director Zickfeld made a motion, seconded by Director Hudson, to table Resolution No , entitled as follows: A RESOLUTION ACCEPTING A BID FOR NONPROFIT CORPORATION DIRECTORS, OFFICERS AND CORPORATE INDEMNIFICATION INSURANCE. -2-

8 After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously. Imposition of Sales Tax Director Hudson made a motion, seconded by Director Stapleton, to adopt Resolution No , entitled as follows: A RESOLUTION IMPOSING A CID SALES TAX, CALLING AN ELECTION THEREFOR, AND PRESCRIBING THE FORMS AND ADMINISTRATIVE RULES AND REGULATIONS FOR REPORTING AND COLLECTING THE CID SALES TAX. After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously. Imposition of Property Tax Director Zickfield made a motion, seconded by Director Hudson, to adopt Resolution No , entitled as follows: A RESOLUTION IMPOSING A CID PROPERTY TAX, CALLING AN ELECTION THEREFOR, AND PRESCRIBING THE FORMS AND ADMINISTRATIVE RULES AND REGULATIONS FOR REPORTING AND COLLECTING THE CID PROPERTY TAX. After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously. Budget Director Statler made a motion, seconded by Director Zickfield, to adopt Resolution No , entitled as follows: A RESOLUTION ADOPTING BUDGETS FOR THE FISCAL YEAR ENDING JUNE 30, 2014 AND THE FISCAL YEAR ENDING JUNE 30, After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously. Compliance Reporting Policy Director Statler made a motion, seconded by Director Lysell, to adopt Resolution No , entitled as follows: A RESOLUTION APPROVING A COMPLIANCE REPORTING POLICY. After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously. -3-

9 Operation and Administration of the District Director Statler made a motion, seconded by Director Zickfield, to adopt Resolution No , entitled as follows: A RESOLUTION AUTHORIZING THE DISTRICT S LEGAL COUNSEL OR ANY OFFICER OR REPRESENTATIVE OF THE DISTRICT TO PERFORM CERTAIN ACTIONS IN CONNECTION WITH THE ONGOING OPERATION AND ADMINISTRATION OF THE DISTRICT. After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously. Sales Tax Collection Reports Director Statler made a motion, seconded by Director Hudson, to adopt Resolution No , entitled as follows: A RESOLUTION AUTHORIZING CERTAIN OFFICERS AND REPRESENTATIVES OF THE DISTRICT TO RECEIVE AND REVIEW THE REPORTS PREPARED BY THE MISSOURI DEPARTMENT OF REVENUE IN CONNECTION WITH THE COLLECTION AND ADMINISTRATION OF THE DISTRICT S SALES TAX. After consideration and discussion by the Board of Directors, the motion was put to a vote and passed unanimously. Comments by Board, Advisors and Public Director Zickfield questioned what happens if the sales tax passes but the property tax does not. Director Rust said he assumes the Special Business District would remain in place and continue to impose its property tax, but the issue is obviously moot if both taxes pass or both taxes fail. Director Zickfield said he would like to discuss the issue further at a subsequent meeting. Call of and Date for Next Board Meeting The next meeting of the Board of Directors was not scheduled at this time. The Secretary will notify the Board and the public of the next meeting. Adjournment There being no further business to come before the Board of Directors, Director Statler made a motion, seconded by Director Zickfield, to adjourn the meeting. The motion was put to a vote and passed unanimously. (SEAL) Secretary of the Board of Directors -4-

10 RESOLUTION A RESOLUTION APPOINTING OFFICERS OF THE DISTRICT. WHEREAS, the Downtown Cape Girardeau Community Improvement District (the District ) is a political subdivision of the State of Missouri and is transacting business and exercising powers granted to it pursuant to the Community Improvement District Act, Sections through of the Revised Statues of Missouri, as amended (the CID Act ); and WHEREAS, the District s Bylaws require the District s Board of Directors to appoint annually a chairman, vice chairman, treasurer, assistant treasurer, secretary, assistant secretary and such other officers as may be deemed appropriate; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT AS FOLLOWS: Section 1. Section 2. Section 3. Section 4. Jon Rust is appointed Chairman of the District. Dave Hutson is appointed Vice Chairman of the District. Lindy Lysell is appointed Secretary/Treasurer of the District. Daniel Statler is appointed Assistant Secretary/Assistant Treasurer of the District. Section 5. Each officer of the District shall exercise those powers and perform those duties as set forth in the Bylaws of the District. Section 6. All actions heretofore taken by the officers, agents and employees of the District in connection with the transaction contemplated by this Resolution are hereby ratified and confirmed. The officers, agents and employees of the District are hereby authorized and directed to, take such further action, and execute and deliver such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the District with respect to the transaction contemplated by this Resolution. Section 7. The sections, paragraphs, sentences, clauses and phrases of this Resolution shall be severable. In the event that any such section, paragraph, sentence, clause or phrase of this Resolution is found by a court of competent jurisdiction to be invalid, the remaining portions of this Resolution are valid, unless the court finds the valid portions of the Resolution are so essential to and inseparably connected with and dependent upon the void portion that it cannot be presumed that the District has enacted the valid portions without the void ones, or unless the court finds that the valid portions, standing alone, are incomplete and are incapable of being executed in accordance with the legislative intent. Section 8. This Resolution shall be in full force and effect from and after its passage by the Board of Directors of the District.

11 PASSED this 11th day of June, Chairman of the Board of Directors (SEAL) ATTEST: Secretary of the Board of Directors -2-

12 RESOLUTION NO A RESOLUTION AUTHORIZING THE FIRST ACTIONS OF THE DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT; DESIGNATING THE PRINCIPAL OFFICE OF THE DISTRICT; ADOPTING THE BYLAWS OF THE DISTRICT; ADOPTING THE CORPORATE SEAL OF THE DISTRICT; ADOPTING THE FISCAL YEAR OF THE DISTRICT; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, the Downtown Cape Girardeau Community Improvement District (the District ) is authorized and empowered under the Community Improvement District Act, Sections through of the Revised Statues of Missouri, as amended (the CID Act ), to fund, promote, plan, design, construct, improve, maintain, and operate certain community improvements, or to assist in any such activity; and WHEREAS, on May 5, 2014, the City Council of the City Cape Girardeau, Missouri, adopted an ordinance approving the formation of the Downtown Cape Girardeau Community Improvement District; and WHEREAS, Section of the CID Act grants the Board of Directors of the District the authority to possess and exercise all of the District s legislative and executive powers; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT AS FOLLOWS: DESIGNATION OF PRINCIPAL OFFICE RESOLVED, that the principal office of the District is hereby designated as 401 Independence Street, Cape Girardeau, Missouri. ADOPTION OF BYLAWS RESOLVED, that the Bylaws of the District, in substantially the form attached as Exhibit A hereto and incorporated herein by reference, are approved and adopted as the Bylaws of the District. FURTHER RESOLVED, that the Secretary of the District is hereby instructed to insert a copy of said Bylaws as approved and adopted in the minute book of the District. CORPORATE SEAL RESOLVED, that the District shall have a corporate seal in the form set forth in Article I, Paragraph 3 of the Bylaws.

13 ESTABLISHMENT OF FISCAL YEAR RESOLVED, that the accounting period of the District is established as a year ending on June 30 of each year. This Resolution shall take effect and be in full force immediately after its adoption by the Board of Directors of the District. PASSED this 11th day of June, Chairman of the Board of Directors (SEAL) ATTEST: Secretary of the Board of Directors -2-

14 EXHIBIT A BYLAWS

15 RESOLUTION NO A RESOLUTION AUTHORIZING THE EXECUTION OF AN ENGAGEMENT LETTER WITH THE LAW FIRM OF GILMORE & BELL, P.C. FOR LEGAL SERVICES FOR THE DISTRICT. WHEREAS, Section of the Revised Statutes of Missouri, as amended, grants to community improvement districts the power necessary to carry out and effectuate the purposes of the Community Improvement District Act, Sections to of the Revised Statutes of Missouri, as amended; and WHEREAS, the Board of Directors of the Downtown Cape Girardeau Community Improvement District (the District ) wishes to employ the law firm of Gilmore & Bell, P.C. as legal counsel for the District. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT AS FOLLOWS: Section 1. The Chairman of the District is authorized to execute, and the Secretary is authorized to attest, on behalf of the District, an engagement letter with the law firm of Gilmore & Bell, P.C., substantially in the form attached hereto as Exhibit A and incorporated fully herein, for the provision of legal services related to the District. Section 2. All actions heretofore taken by the officers, agents and employees of the District in connection with the transaction contemplated by this Resolution are hereby ratified and confirmed. The officers, agents and employees of the District are hereby authorized and directed to, take such further action, and execute and deliver such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the District with respect to the transaction contemplated by this Resolution. Section 3. The sections, paragraphs, sentences, clauses and phrases of this Resolution shall be severable. In the event that any such section, paragraph, sentence, clause or phrase of this Resolution is found by a court of competent jurisdiction to be invalid, the remaining portions of this Resolution are valid, unless the court finds the valid portions of the Resolution are so essential to and inseparably connected with and dependent upon the void portion that it cannot be presumed that the District has enacted the valid portions without the void ones, or unless the court finds that the valid portions, standing alone, are incomplete and are incapable of being executed in accordance with the legislative intent. Section 4. This Resolution shall take effect and be in full force immediately after its adoption by the Board of Directors of the District. -1-

16 PASSED this 11th day of June, Chairman of the Board of Directors (SEAL) ATTEST: Secretary of the Board of Directors -2-

17 EXHIBIT A ENGAGEMENT LETTER WITH GILMORE & BELL, P.C.

18 June 9, 2014 Board of Directors Downtown Cape Girardeau Community Improvement District Re: Legal Services for the Downtown Cape Girardeau Community Improvement District (the District ) Ladies and Gentlemen: Thank you for selecting Gilmore & Bell, P.C. as your counsel for legal services related to the District. Scope of Representation Gilmore & Bell, P.C. will represent the District as Legal Counsel pertaining to the matters described in Attachment A. Mark Spykerman will be the attorney responsible for the day-to-day administration of the District; however, other Gilmore & Bell, P.C. attorneys may provide assistance as necessary. Terms of Engagement The District s execution of this letter will ratify the services we have provided to date and will authorize our firm to bill the District for legal services performed in connection with the administration of the District. Our representation of the District will end when we send you our final statement for services rendered in accordance with this engagement. At your request, we will return your papers and property to you upon termination of the engagement. We will retain our own files related to the matters handled by the firm. We reserve the right to destroy or dispose of them within a reasonable time after the engagement has terminated. Either of us may terminate the engagement at any time for any reason by written notice, subject on our part to the rules of professional conduct for attorneys. Fees and Expenses Our proposed fee for providing the services listed under Fixed Fee Services in Attachment A will be a fixed rate of $2,000 for the partial fiscal year ending June 30, 2014 and $5,000 for fiscal years ending June 30, 2015 and June 30, Our fee for providing the services listed under Additional Hourly Fee Services in Attachment A will be based on an hourly fee of $250 per hour for attorneys and $100 per hour for legal assistants. In addition to such fees, we will seek reimbursement for our out-of-

19 June 9, 2014 Page 2 of 3 pocket expenses incurred in connection with the representation, such as travel, postage, deliveries, photocopying and similar expenses A new engagement letter will be required if you wish to extend the engagement beyond June 30, Manner of Payment We will submit invoices for payment of costs incurred during our representation as Legal Counsel on an annual basis. Payments are due upon receipt. Notwithstanding anything to the contrary contained herein, no payment of fees and expenses will be due to Gilmore & Bell, P.C. if the District s proposed sales tax and proposed property tax are not approved by voters and the District, ultimately, dissolves due to lack of funding. Conflicts Gilmore & Bell has acted, is acting and will act as bond counsel, underwriter s counsel, issuer s counsel or special counsel on a wide range of public finance transactions in Missouri, some of which currently involve, or will involve, the City of Cape Girardeau, Missouri. In addition, Gilmore & Bell currently serves as general counsel, administrator and/or accountant for several similar districts throughout Missouri. This Letter confirms our collective understanding that the engagement of Gilmore & Bell does not give rise to an actual or potential conflict of interest with respect to (a) the engagement of Gilmore & Bell as bond counsel, underwriter s counsel, issuer s counsel or special counsel for any public finance transaction that currently involves, or will involve, the District or the City of Cape Girardeau, Missouri or (b) the engagement of Gilmore & Bell as general counsel, administrator and/or accountant for similar districts throughout Missouri. To the extent our engagement pursuant to this Letter constitutes or is deemed to constitute an actual or potential conflict of interest with any other engagement by Gilmore & Bell as bond counsel, underwriter s counsel, issuer s counsel or special counsel for any public finance transaction or as general counsel, administrator and/or accountant for similar districts throughout Missouri, you have waived the conflict. You further agree to provide such additional written waivers of any potential conflicts of interest as we or our clients may request (including, without limitation, the waiver attached hereto as Attachment B). General To ensure our efficient and effective counsel, we understand that you will provide us with all information known or available to you relevant to our representation and you will pay our statements for services and expenses according to this agreement. If the foregoing terms of this engagement are acceptable, please so indicate by returning a copy to me, retaining one original for your files. We appreciate the opportunity to work with you. Very truly yours, MDG:ker Mark D. Grimm

20 June 9, 2014 Page 3 of 3 ACCEPTED and APPROVED: Date: June, 2014 DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT By: Title: Chairman of the Board of Directors

21 ATTACHMENT A SCOPE OF SERVICES Fixed Fee Services Prepare notice of meetings and draft proceedings for Board of Director meetings (up to four meetings per fiscal year). Prepare resolutions for consideration by the Board of Directors (up to six meetings per fiscal year). Participate in meetings of the Board of Directors in person or by teleconference (up to six meetings per fiscal year). Obtain Federal EIN on behalf of the District (after organizational meeting). Maintain corporate record book. Assist in the preparation of budgets. Submit annual budget to Missouri Ethics Commission, as required by statute. Assist in acquisition of insurance bids, if requested. Review insurance policies. Compile Annual Report and submit to Missouri Department of Economic Development and the City of Cape Girardeau, Missouri, as required by statute. Assist in acquisition of independent audit bids, if requested. Review annual financial statements (audited and unaudited). Submit annual financial statements to the Missouri State Auditor. Provide routine legal advice for ongoing District operations. Undertake such additional duties as we deem reasonably necessary to assist with the operation and administration of the District.

22 Additional Hourly Fee Services Prepare notice of meetings, proceedings and resolutions for each meeting of the Board of Directors in excess of six meetings per fiscal year. Assist the District in complying with Sunshine Law requests for documents or information. Prepare or review bidding documents and contracts involving the District (to the extent that such bidding documents and contracts are not within the scope of the Fixed Fee Services ). Appear on behalf of the District at any governmental meeting (i.e., City Council, Board of Equalization, etc.). Any other services not specifically mentioned under Fixed Fee Services. Excluded Services Gilmore & Bell, P.C. will not represent the District with regard to any litigation, but will refer the District to other legal counsel and will continue to serve as counsel to the District with respect to the other services described herein. * * * A-2

23 ATTACHMENT B CONFLICT WAIVER

24 June 9, 2014 Mayor and City Council City of Cape Girardeau, Missouri 401 Independence Street P.O. Box 617 Cape Girardeau, Missouri Chairman and Board of Directors Downtown Cape Girardeau Community Improvement District 401 Independence Street Cape Girardeau, Missouri Re: Conflict of Interest Waiver Request Dear Ladies and Gentlemen: This letter confirms our mutual understanding regarding the representation of the Downtown Cape Girardeau Community Improvement District (the District ) by Gilmore & Bell, P.C. ( Gilmore & Bell ) as general legal counsel for the District. Gilmore & Bell has represented the City as bond counsel, disclosure counsel and/or special counsel on a wide range of public finance transactions, and expects to continue to represent the City on such other similar matters in the future. However, our duties as general legal counsel to the District will extend exclusively to the District. In light of our historical representation of the City and our expected representation of the District, we believe it is necessary and appropriate to ask both the District and the City to waive any conflict of interest, or potential conflict of interest, which might arise in the course of Gilmore & Bell s representation of the District. Your execution of the enclosed copy of this letter will evidence (1) that Gilmore & Bell has advised you of our ongoing representation of both the District and the City, and (2) the waiver of any conflict of interest, or potential conflict of interest, in connection with Gilmore & Bell s representation of the City and the District. The attorney-client privilege will be maintained at all times. If we acquire privileged information regarding either the City or the District, we are not required to disclose and will not disclose such

25 information to the other entity. In addition, the City and the District each agrees not to object to Gilmore & Bell s representation of the other on any matters. This letter will also confirm the parties understanding that if a dispute were to arise between the District, on the one hand, and the City, on the other hand, which dispute is characterized by the threat or assertion of claims, litigation or other adversarial proceedings, Gilmore & Bell will not represent either the District or the City in connection with any aspect of any such dispute, or assist any other legal counsel representing the District in any such dispute. In particular, Gilmore & Bell will not counsel on or assist in the threat, assertion or litigation of any claim against the City. Further, if the District, the City or Gilmore & Bell determines that our continued representation of the District is not consistent with our continuing work as bond counsel, disclosure counsel or special counsel to the City, we will resign as counsel to the District. Thereafter, the District will not assert any claim of conflict of interest as a basis for challenging our continuing representation of the City in a manner consistent with the terms of this letter. If the foregoing is satisfactory, please sign where indicated below to acknowledge your consent to Gilmore & Bell s representation as set forth above. This letter may be executed by the parties hereto on any number of separate counterparts, and all such counterparts taken together shall constitute one and the same letter. For purposes of this letter, a signature counterpart signed and transmitted electronically will be treated as an original. Thank you for your attention to this matter, and please return a fully-executed copy of this letter to me for our files. Very truly yours, MDG:ker Mark D. Grimm cc: Eric Cunningham, Esq. Marla Mills Tim Arbeiter ACCEPTED and AGREED on behalf of the entities listed below: CITY OF CAPE GIRARDEAU, DOWNTOWN CAPE GIRARDEAU MISSOURI COMMUNITY IMPROVEMENT DISTRICT By: Name: Harry Rediger Title: Mayor Date: By: Name: Jon Rust Title: Chairman Date:

26 RESOLUTION NO A RESOLUTION ADOPTING A POLICY CONCERNING OPEN MEETINGS AND RECORDS. WHEREAS, Section (2) of the Revised Statutes of Missouri, as amended, requires each political subdivision to provide a reasonable written policy in compliance with Sections to of the Revised Statutes of Missouri, as amended, regarding the release of information on any meeting, record or vote. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT AS FOLLOWS: Section 1. The provisions of Chapter 610 of the Revised Statutes of Missouri, as amended, as well as Section of the Revised Statutes of Missouri, as amended, are hereby incorporated herein as if expressly set forth and are adopted as the policy concerning open meetings and records of the District, and such open meetings and records policy shall apply to the Board of Directors of the District and to all boards, commissions, committees, and other governmental bodies of the District. Section 2. Gilmore & Bell, P.C., as General Counsel to the District, shall be the custodian of records and will be responsible for maintenance and control of all records. Fees for copying public records shall not exceed the actual cost of document search and duplication. Copies of records of the District shall be furnished to the public as provided in Section , Revised Statutes of Missouri, as amended. Section 3. This Resolution shall take effect and be in full force immediately after its adoption by the Board of Directors of the District. PASSED this 11th day of June, (SEAL) ATTEST: Chairman of the Board of Directors Secretary of the Board of Directors

27 RESOLUTION NO A RESOLUTION ACCEPTING A BID FOR NONPROFIT CORPORATION DIRECTORS, OFFICERS AND CORPORATE INDEMNIFICATION INSURANCE. WHEREAS, Section of the Revised Statutes of Missouri, as amended, grants to community improvement districts the power necessary to carry out and effectuate the purposes of the Community Improvement District Act, Sections to of the Revised Statutes of Missouri, as amended; and WHEREAS, the Board of Directors of the Downtown Cape Girardeau Community Improvement District (the District ) wishes to carry and maintain a nonprofit corporation directors, officers and corporate indemnification insurance policy and wishes to accept the bid submitted by in connection with the provision of said insurance for the District; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT AS FOLLOWS: Section 1. The Board of Directors of the District hereby accepts the bid submitted by (a copy of which is attached hereto as Exhibit A and incorporated herein by reference) in connection with the provision of nonprofit corporation directors, officers and corporate indemnification insurance for the District. The District s Legal Counsel and the District Chairman are hereby authorized and directed to, take such further action, and execute such other documents, certificates and instruments, as may be necessary or desirable to carry out and comply with the intent of this Resolution. Section 2. All actions heretofore taken by the officers, agents and employees of the District in connection with the transaction contemplated by this Resolution are hereby ratified and confirmed. The officers, agents and employees of the District are hereby authorized and directed to, take such further action, and execute and deliver such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the District with respect to the transaction contemplated by this Resolution. Section 3. The sections, paragraphs, sentences, clauses and phrases of this Resolution shall be severable. In the event that any such section, paragraph, sentence, clause or phrase of this Resolution is found by a court of competent jurisdiction to be invalid, the remaining portions of this Resolution are valid, unless the court finds the valid portions of the Resolution are so essential to and inseparably connected with and dependent upon the void portion that it cannot be presumed that the District has enacted the valid portions without the void ones, or unless the court finds that the valid portions, standing alone, are incomplete and are incapable of being executed in accordance with the legislative intent. Section 4. This Resolution shall take effect and be in full force immediately after its adoption by the Board of Directors of the District. PASSED this day of, (SEAL) Chairman of the Board of Directors ATTEST: Secretary of the Board of Directors

28 EXHIBIT A APPROVED BID FOR INSURANCE

29 RESOLUTION NO A RESOLUTION IMPOSING A CID SALES TAX, CALLING AN ELECTION THEREFOR, AND PRESCRIBING THE FORMS AND ADMINISTRATIVE RULES AND REGULATIONS FOR REPORTING AND COLLECTING THE CID SALES TAX. WHEREAS, on May 5, 2014, the City Council of the City Cape Girardeau, Missouri (the City ), adopted an ordinance approving the formation of the Downtown Cape Girardeau Community Improvement District (the District ); and WHEREAS, in accordance with the provisions of Sections to of the Revised Statutes of Missouri, as amended (the CID Act ), the District intends to impose a one-half of one percent (0.5%) sales tax on all retail sales made in the District that are subject to taxation pursuant to Sections to of the Revised Statutes of Missouri, as amended, with certain exceptions listed in the CID Act (the CID Sales Tax ) and call an election therefor; and WHEREAS, pursuant to Section of the CID Act, a resolution imposing the CID Sales Tax shall not be effective unless and until the Board of Directors of the District submits to the qualified voters of the District a proposal to authorize the Board of Directors of the District to impose the CID Sales Tax; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT, AS FOLLOWS: Section 1. There is hereby imposed on all sellers in the District a tax for the privilege of engaging in the business of selling tangible personal property or rendering taxable services at retail, to the extent and in the manner provided in section to of the Revised Statutes of Missouri, as amended, and the rules and regulations of the director of revenue issued pursuant thereto, a one-half of one percent (0.5%) community improvement district sales tax (the CID Sales Tax ). Section 2. The CID Sales Tax is hereby imposed upon all such sellers for the privilege of engaging in the business of selling tangible personal property or rendering taxable services at retail, to the extent and in the manner provided in the Sales Tax Law and the rules and regulations of the director of revenue issued pursuant thereto, except that the rate of the tax shall be as prescribed herein. Section 3. The Board of Directors approves the submission to the qualified voters of the District at a special election on or near September 16, 2014, a proposal to authorize the CID Sales Tax pursuant to the following ballot proposition: Shall the Downtown Cape Girardeau Community Improvement District (the District ) impose a community improvement district-wide sales tax at the maximum rate of one-half of one percent (0.5%) for a period not to exceed twenty (20) years for the purpose of providing revenue to acquire, construct, install, maintain, equip and finance certain improvements and services within the District, and to operate, administer and maintain the District? Section 4. The form of the Notice of Special Election for said election, a copy of which is attached hereto and made a part hereof, is hereby approved. The Secretary of the Board of Directors is hereby authorized to make any changes necessary to the form of the notice, as may be required to comply with the requirements of Cape Girardeau County.

30 Section 5. If a majority of the votes cast by the qualified voters on the proposed CID Sales Tax are in favor of the tax, then this Resolution is adopted. If a majority of the votes cast by the qualified voters are opposed to the CID Sales Tax, then this Resolution is void. The District shall pay for any costs for the printing of ballots, as reasonably required by Cape Girardeau County. Section 6. The Secretary of the Board of Directors and/or the District s Legal Counsel is hereby authorized to (a) notify Cape Girardeau County and (b) if the CID Sales Tax is approved, within 10 days after the qualified voters have approved the imposition of the CID Sales Tax, to notify the Director of the Department of Revenue in accordance with Section of the CID Act and Section of the Revised Statutes of Missouri, as amended. Section 7. If the CID Sales Tax is approved by the qualified voters of the District, the CID Sales Tax shall become effective on the first day of the second quarter after the Director of the Department of Revenue receives notice of the adoption of the CID Sales Tax. Section 8. Every retailer within the District that is subject to the CID Sales Tax shall add the CID Sales Tax imposed to the retailer s sale price, and when so added such tax shall constitute a part of the price, shall be a debt of the purchaser to the retailer until paid, and shall be recoverable at law in the same manner as the purchase price. Section 9. All actions heretofore taken by the officers, agents and employees of the District in connection with the transaction contemplated by this Resolution are hereby ratified and confirmed. The officers, agents and employees of the District are hereby authorized and directed to, take such further action, and execute and deliver such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the District with respect to the transaction contemplated by this Resolution. Section 10. The sections, paragraphs, sentences, clauses and phrases of this Resolution shall be severable. In the event that any such section, paragraph, sentence, clause or phrase of this Resolution is found by a court of competent jurisdiction to be invalid, the remaining portions of this Resolution are valid, unless the court finds the valid portions of the Resolution are so essential to and inseparably connected with and dependent upon the void portion that it cannot be presumed that the District has enacted the valid portions without the void ones, or unless the court finds that the valid portions, standing alone, are incomplete and are incapable of being executed in accordance with the legislative intent. Section 11. This Resolution shall take effect and be in full force immediately after its adoption by the Board of Directors of the District. PASSED this 11th day of June, Chairman of the Board of Directors ATTEST: Secretary of the Board of Directors -2-

31 NOTICE TO ELECTION AUTHORITY June 11, 2014 Ms. Kara Clark County Clerk Cape Girardeau County 1 Barton Square, Suite 301 Jackson, Missouri Re: Request for public election to approve community improvement district sales tax Dear Ms. Clark: In accordance with Section of the Revised Statutes of Missouri, as amended, you are hereby notified that the Downtown Cape Girardeau Community Improvement District (the District ), by resolution duly adopted by the Board of Directors, has imposed a sales tax and called for a special election in the District on Tuesday, September 16, A copy of the resolution and the legal Notice of Election are enclosed. This election will be conducted via mail-in ballot pursuant to the Community Improvement District Act, Sections to of the Revised Statutes of Missouri (the CID Act ), and the Mail Ballot Election Act, Sections to of the Revised Statutes of Missouri. Only those Qualified Voters, as that term is defined in Section (14)(b) of the CID Act will be allowed to vote. We enclose several copies of this Notification and request that you sign the receipt at the bottom of each copy, retain one copy and return the remaining copies to us using the enclosed self-addressed stamped envelope. Upon successful conclusion of the election, please send me three copies of the election ballot and the abstract of votes. We will provide you with a copy of the affidavit of publication of the Notice of Election. Thank you for your time and consideration in conducting this election. If you have any questions, please do not hesitate to contact our legal counsel, Mark Grimm, at (314)

32 Very truly yours, Chairman of the Downtown Cape Girardeau Community Improvement District Filed in my office at o clock.m. on, County Clerk of Cape Girardeau County -2-

33 NOTICE OF ELECTION DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT Notice is hereby given to the qualified voters of the Downtown Cape Girardeau Community Improvement District (the District ) that the Board of Directors of the District has called an election to be held in the District on Tuesday, September 16, 2014, via mail-in ballot, on the propositions contained in the following sample ballot: OFFICIAL BALLOT ELECTION DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT September 16, 2014 PROPOSITION Shall the Downtown Cape Girardeau Community Improvement District (the District ) impose a community improvement district-wide sales tax at the maximum rate of one-half of one percent (0.5%) for a period not to exceed twenty (20) years for the purpose of providing revenue to acquire, construct, install, maintain, equip and finance certain improvements and services within the District, and to operate, administer and maintain the District? [ ] YES [ ] NO INSTRUCTIONS TO VOTERS: If you are in favor of the proposition, place an X in the box opposite YES. If you are opposed to the proposition, place an X in the box opposite NO. The approval of the proposition will authorize the imposition of a one-half of one percent (0.5%) sales tax, to be collected in addition to the other sales taxes provided for by law on all receipts from the sale at retail of all tangible personal property or taxable services at retail within the Downtown Cape Girardeau Community Improvement District that are subject to taxation under the provisions of Sections to , inclusive, of the Revised Statutes of Missouri, as amended. The election will be held via mail-in ballot. All qualified voters have been mailed ballots. Completed ballots must be returned to the Cape Girardeau County Clerk, 1 Barton Square, Suite 301, Jackson, Missouri no later than 7:00 p.m. on September 16, DATED:, County Clerk of Cape Girardeau County

34 RESOLUTION NO A RESOLUTION IMPOSING A CID PROPERTY TAX, CALLING AN ELECTION THEREFOR, AND PRESCRIBING THE FORMS AND ADMINISTRATIVE RULES AND REGULATIONS FOR REPORTING AND COLLECTING THE CID PROPERTY TAX. WHEREAS, on May 5, 2014, the City Council of the City Cape Girardeau, Missouri (the City ), adopted an ordinance approving the formation of the Downtown Cape Girardeau Community Improvement District (the District ); and WHEREAS, in accordance with the provisions of Sections to of the Revised Statutes of Missouri, as amended (the CID Act ), the District intends to impose ad valorem real property tax of $ per $100 of assessed valuation on property located in the District (the CID Property Tax ); and WHEREAS, pursuant to Section of the CID Act, a resolution imposing the CID Property Tax shall not be effective unless and until the Board of Directors of the District submits to the qualified voters of the District a proposal to authorize the Board of Directors of the District to impose the CID Property Tax; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DOWNTOWN CAPE GIRARDEAU COMMUNITY IMPROVEMENT DISTRICT, AS FOLLOWS: Section 1. The Board of Directors approves the submission to the qualified voters of the District at a special election on or near September 16, 2014, a proposal to authorize the CID Property Tax pursuant to the following ballot proposition: Shall the Downtown Cape Girardeau Community Improvement District (the District ) impose a real property tax upon all real property within the District at a rate of no more than $ per hundred dollars assessed valuation for a period not to exceed twenty (20) years for the purpose of providing revenue to acquire, construct, install, maintain, equip and finance certain improvements and services within the District, and to operate, administer and maintain the District? Section 2. The form of the Notice of Special Election for said election, a copy of which is attached hereto and made a part hereof, is hereby approved. The Secretary of the Board of Directors is hereby authorized to make any changes necessary to the form of the notice, as may be required to comply with the requirements of Cape Girardeau County, and to file such notice with the County Clerk of Cape Girardeau, Missouri in a timely manner. Section 3. If a majority of the votes cast by the qualified voters on the proposed CID Property Tax are in favor of the tax, then this Resolution is adopted. If a majority of the votes cast by the qualified voters are opposed to the CID Property Tax, then this Resolution is void. The District shall pay for any costs for the printing of ballots, as reasonably required by Cape Girardeau County. Section 4. All actions heretofore taken by the officers, agents and employees of the District in connection with the actions contemplated by this Resolution are hereby ratified and confirmed. The officers, agents and employees of the District are hereby authorized and directed to, take such further action, and

35 execute and deliver such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution, and to carry out, comply with and perform the duties of the District with respect to the transaction contemplated by this Resolution. Section 5. The sections, paragraphs, sentences, clauses and phrases of this Resolution shall be severable. In the event that any such section, paragraph, sentence, clause or phrase of this Resolution is found by a court of competent jurisdiction to be invalid, the remaining portions of this Resolution are valid, unless the court finds the valid portions of the Resolution are so essential to and inseparably connected with and dependent upon the void portion that it cannot be presumed that the District has enacted the valid portions without the void ones, or unless the court finds that the valid portions, standing alone, are incomplete and are incapable of being executed in accordance with the legislative intent. Section 6. This Resolution shall take effect and be in full force immediately after its adoption by the Board of Directors of the District. PASSED this 11th day of June, Chairman of the Board of Directors ATTEST: Secretary of the Board of Directors - 2 -

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