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Home My Public Portal AboutORD15932BILL NO. 2019-022 SPONSORED BY Councilman Mihalevich ORDINANCE NO. /5'q 3 2, AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, APPROVING A FIRST AMENDMENT TO TAX INCREMENT FINANCING CONTRACT BY AND BETWEEN THE CITY OF JEFFERSON CITY, MISSOURI AND CAPITAL MALL JC, LLC. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Mayor and City Clerk are hereby authorized and directed to execute a First Amendment to the Tax Increment Financing contract with Capital Mall JC, LLC. Section 2. The amendment to the contract shall be in form and content as that agreement attached hereto as Exhibit A. The City Administrator and appropriate city staff are hereby authorized to execute such documents and take such actions necessary to effectuate the intent of this Ordinance. Section 3. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: (L/1 / 20H PresiOfficer dir�+a ATTEST: 17 Approved: Mayor Carrie Tergin APPROVED AS TO FORM: Cit EXHIBIT A FIRST AMENDMENT TO TAX INCREMENT FINANCING CONTRACT THIS FIRST AMENDMENT TO TAX INCREMENT FINANCING CONTRACT ("Amendment") is made as of 4 u t �� , 2019, by and between THE CITY OF JEFFERSON, MISSOURI ("City"), and CAPITAL MALL JC, LLC ("Developer"). RECITALS: WHEREAS, City and Developer entered into that certain Tax Increment Financing Contract dated June 3, 2014 (the "Contract") for the implementation of the Capital Mall Tax Increment Financing Plan (the "Redevelopment Plan"), and WHEREAS, City and Developer desire to amend the Contract at set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Developer do agree to amend the Contract as follows: 1. Terms. All capitalized terms used herein shall have the same meaning as set forth in the Contract. 2. Definitions. The following definitions are hereby added to Section 2 of the Contract: "Bond Counsel" means Gilmore & Bell, P.C., or an attorney at law or a firm of attorneys acceptable to the City of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on obligations issued by states and their political subdivisions duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia. 3. TIF Obligations. Section 12.B. of the Contract is hereby deleted in its entirety and replaced with the following: 12. Funding Sources and Uses of Funds. B. TIF Obligations. (1) The Developer may, from time to time, request that the City or the Industrial Development Authority of the City of Jefferson, Missouri (the "IDA") issue TIF Obligations, the net proceeds of which will be used to reimburse the Developer for Reimbursable Project Costs (including Financing Costs) that have been certified pursuant to Section 20 in lieu of the reimbursements made pursuant to Sections 19 and 22. No TIF Obligations may be issued by the IDA without the consent of the City. Stifel, Nicolaus & Company, Incorporated (or such other entity as may be mutually agreeable to the City, the District and the Authority) shall be the underwriter for the TIF Obligations. The Developer will cooperate with the City, the 68165635.3 IDA, Bond Counsel, , the underwriter and other consultants engaged by the Authority, the City and/or the CID to facilitate the issuance of the TIF Obligations, including entering into, or causing the CID to enter into, continuing disclosure undertakings with respect to the TIF Obligations. 4. Payment of Reimbursable Project Costs. Section 21 of the Contract is hereby deleted in its entirety and replaced with the following: 21. Payment of Reimbursable Project Costs with Proceeds from Sale of TIF Obligations. If TIF Obligations are issued pursuant to Section 12.B., the net proceeds from the sale of the TIF Obligations shall be used to reimburse the Developer for Reimbursable Project Costs certified pursuant to Section 20. To the extent that the proceeds from the sale of any TIF Obligations are insufficient to reimburse the Developer in full for all certified Reimbursable Project Costs, the Developer shall be reimbursed for such costs after the repayment of all TIF Obligations in the manner provided in Section 22. 5. Public Participation. Section 25.A. of the Contract is hereby deleted in its entirety and replaced with the following: 25. Public Participation. A. Cash Flow. If, as of the last day of each calendar year after the Effective Date and prior to the termination of the Redevelopment Area as a redevelopment area and the TIF Act, the Net Cash Flow (as hereinafter defined) exceeds the cash flow necessary to generate a cumulative Annual Rate of Return of twenty percent (20%) on the Private Investment, the Developer shall pay the Public Share (as hereinafter defined) to the City. The City shall deposit the Public Share received in a segregated account of the Special Allocation Fund. The City, at its option, may use the moneys in such segregated account to (i) reimburse the Developer for any Reimbursable Project Costs not previously reimbursed pursuant to Sections 21 or 22 or (ii) subject to the receipt of an opinion of Bond Counsel regarding its permissibility, pay debt service on any outstanding TIF Obligations. 6. Counterparts. This Amendment may be executed in any number of counterparts. For purposes of this Amendment, signatures by facsimile, whether scanned, "pdf'd," emailed or sent telephonically shall be binding to the same extent as original signatures. 7. Amendment. Except as specifically amended hereby, the Contract remains in full force and effect and is hereby ratified by the parties hereto. If any of the terms or conditions of the Contract conflict with this Amendment, the terms and conditions of this Amendment shall control. [Remainder of Page Intentionally Left Blank] 2 68165635.3 IN WITNESS WHEREOF, City and Developer have executed this Amendment, all as of the date and year set forth above. ATTEST: By: CITY: CITY OF JEFFERSON CITY, MISSOURI By: ,altic/ce ily D. - aldson, City Cierk STATE OF 'flAiSSOU COUNTY OF1 Q� Carrie Tergin, Mayor APPROVEDAS TO FORM: Cit ' ouaselor ss. On this day of (AL , 2019, before me personally appeared Hon. Carrie Tergin, to me known,Avho being by me duly sworn, did say that she is the Mayor of the City of Jefferson City, Missouri, a Missouri municipal corporation, that said corporation has no corporate seal, that said instrument was signed on behalf of said corporation by authority of its City Council, and acknowledged said instrument to be the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written. MEGAN ELDRIDGE My Commission Expires October 25, 2022 E oone County x#14086721 My Commission Expires: j D a -s`)---1-- 68165635.3 „oloa4 Print Name: l Y It (in 1 i(J 11,1 (At Notary Public in and for said County and State DEVELOPER: CAPITAL MALL JC, LLC By: — _Aar Print Name: '3 r4av1141 Title: Sn ss. On this%a6 day of , 2019, before me personally appeared jei, o me known to be the person described in and who executed the fgoinginstrument, who being by me duly sworn, did say he is a member of Capital Mall JC, LLC, a Missouri limited liability company, and acknowledged said instrument to be his free act and deed and the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above written. KIMBERLY MARIE QUIROUET Notary Public - Notary Seal STATE OF MISSOURI Commissioned for Cole County My Commission Expires: February 14, 2021 ID #13398608 My Commission Expires: c9111.11.2.0 ( 68165635.3 Print Name: /111-- accratid' Notary Public in and for said ounty and State 4 .49 •