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HomeMy Public PortalAboutORD16362BILL NO. 2023-024 SPONSORED BY Councilmember Hensley ORDINANCE NO. I &SIPZ AN ORDINANCE AUTHORIZING FIRST AMENDMENTS TO THE EXISTING PERFORMANCE AGREEMENTS BETWEEN THE CITY OF JEFFERSON, MISSOURI, AND MODERN LITHO - PRINT CO. ORIGINALLY ENTERED INTO IN CONNECTION WITH CITY'S ISSUANCE TAXABLE INDUSTRIAL DEVELOPMENT BONDS (MODERN LITHO -PRINT CO. PROJECT), SERIES 2016 AND TAXABLE INDUSTRIAL DEVELOPMENT BONDS (MODERN LITHO -PRINT CO. PROJECT), SERIES 2019. WHEREAS, pursuant to the provisions of Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200, inclusive, of the Revised Statutes of Missouri, as amended, the City of Jefferson, Missouri (the "City"), previously issued (1) its Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2016, in the maximum principal amount of $8,000,000 (the "Series 2016 Bonds"), to finance the costs of an economic development project for Modern -Litho Print Co. (the "Company") consisting of the acquisition and installation of machinery and equipment (the "2016 Project Equipment") at the Company's existing facility located at 6009 Stertzer Road in the City (the "Project Site") and (2) its Taxable Industrial Development Revenue Bonds (Modern Litho - Print Co. Project), Series 2019, in the maximum principal amount of $5,000,000 (the "Series 2019 Bonds"), to finance an economic development project for the Company consisting of the acquisition and installation of a printing press and other support machinery and equipment (the "2019 Project Equipment") at the Company's existing facility located on the Project Site; and WHEREAS, in connection with the issuance of the Series 2016 Bonds, the City and the Company entered into a Performance Agreement dated as of June 1, 2016 (the "2016 Original Performance Agreement"), which set forth the terms and conditions of the 2016 Project Equipment's exemption from ad valorem personal property taxes and certain payments in lieu of taxes required to be made by the Company with respect to the 2016 Project Equipment in exchange for the Company maintaining a certain number of Jobs at the Project Site; and WHEREAS, in connection with the issuance of the Series 2019 Bonds, the City and the Company also entered into a separate Performance Agreement dated as of December 1, 2019 (the "2019 Original Performance Agreement'), which set forth the terms and conditions of the 2019 Project Equipment's exemption from ad valorem personal property taxes and certain payments in lieu of taxes required to be made by the Company with respect to the 2019 Project Equipment in exchange for the Company maintaining a certain number of Jobs at the Project Site; and WHEREAS, due to adverse labor market conditions caused by the COVID-19 pandemic and other economic factors affecting the Company, the City has agreed to enter into (1) a First Amendment to the 2016 Original Agreement Performance Agreement with the Company (the "2016 First Amendment") and (2) a First Amendment to the 2019 Original Performance Agreement with the Company (the "2019 First Amendment'), which will amend the respective 2016 Original Performance Agreement and 2019 Original Performance Agreement in order to revise the number of Jobs (as defined in the respective 2016 First Amendment and 2019 First Amendment) the Company will be required to maintain at the Project Site through the remaining term of the respective 2016 Original Performance Agreement and 2019 Original Performance Agreement; and WHEREAS, the City further finds and determines that it is necessary and desirable to enter into said 2016 First Amendment and 2019 First Amendment and take certain other actions and approve the execution of said documents as herein provided; NOW, THEREFORE, BE IT ENACTED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Approval and Authorization of 2016 First Amendment and 2019 First Amendment. The City is hereby authorized to enter into the 2016 First Amendment and the 2019 First Amendment in substantially the forms presented to and approved by the City Council and attached to this Ordinance as Exhibit A and Exhibit B, respectively, with such changes therein as shall be approved by the officials of the City executing such documents, such officials' signatures thereon being conclusive evidence of their approval thereof. The Mayor or Mayor Pro Tern and City Clerk are hereby authorized to execute the 2016 First Amendment and 2019 First Amendment, respectively, for and on behalf of and as the act and deed of the City. Section 2. Further Authority. 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 other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 3. Severability. If any term, condition or provision of this Ordinance is, to any extent, held to be invalid or unenforceable, the remainder hereof shall be valid in all other respects and continue to be effective and each and every remaining provision hereof shall be valid and shall be enforced to the fullest extent permitted by law, it being the intent of the City Council that it would have enacted this Ordinance without the invalid or unenforceable provision. If, as a result of a subsequent change in applicable law, the provision that had been held invalid is no longer invalid, said provision shall thereupon return to full force and effect without further action by the City and shall thereafter be binding. Section 4. Effective Date. This Ordinance shall take effect and be in full force and effect from and after its passage by the City Council of the City. Passed: Approved: ob, AQ e20- Presiding Officer Mayor-R66 Fitzw er ATTEST: APPROVED AS TO FORM: City At or EXHIBIT A I I_ TO ORDINANCE NO. I (06(09 2016 FIRST AMENDMENT TO ORIGINAL 2016 PERFORMANCE AGREEMENT (On file in the office of the City Clerk) FIRST AMENDMENT TO PERFORMANCE AGREEMENT (Series 2016 Bonds) THIS FIRST AMENDMENT TO PERFORMANCE AGREEMENT, dated as of 1 g , 2023 (this "First Amendment"), between the CITY OF JEFFERSON, MISSOURI, a home rule charter city organized and existing under the laws of the State of Missouri (the "City"), and MODERN LITHO -PRINT CO., a corporation organized and existing under the laws of the State of Missouri (the "Company"), amends that certain Performance Agreement dated as of June 1, 2016 (the "Original Agreement") between the City and the Company (the Original Agreement, as amended by this First Amendment, is collectively referred to herein as the "Agreement") RECITALS: 1. On June 6, 2016, the City Council of the City passed Ordinance No. 15534 (the "Ordinance") authorizing the City's issuance of its Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2016, in the maximum principal amount of $8,000,000 (the "Bonds"), to finance the costs of a project consisting of the acquisition and installation of machinery and equipment (the "Project") at the Company's existing facility located at 6009 Stertzer Road in the City (the "Project Site," as more fully described on Exhibit A to the Original Agreement). 2. Pursuant to the Ordinance, in connection with the issuance of the Bonds, the City also entered into (a) a Trust Indenture dated as of June 1, 2016 (the "Indenture"), with UMB Bank, N.A., as bond trustee (the "Trustee"), for the purpose of issuing and securing the Bonds, (b) a Lease Agreement dated as of June 1, 2016 (the "Lease"), with the Company, as lessee, under which the City, as lessor, leases the Project to the Company, in consideration of rental payments to be paid by the Company which that are sufficient to pay the principal of and interest on the Bonds, and (c) the Original Agreement with the Company for the purpose of setting forth the terms and conditions of the Project's exemption from ad valorem personal property taxes and certain payments in lieu of taxes to be made by the Company with respect to the Project. 3. Due to adverse labor market conditions caused by the COVID-19 pandemic and other economic factors affecting the Company, the City has agreed to enter into this First Amendment with the Company, which will amend the Original Agreement, in order to revise the number of Jobs (defined herein) the Company will be required to maintain at the Project Site through the remaining term of the Original Agreement. 4. On 6UI1Vj 1,1 , 2023, the City Council of the City passed Ordinance No. ti? approving this First Amendment for the purpose of amending said Jobs requirements and other provisions relating thereto set forth in the Original Agreement as further described herein. NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereby represent, covenant and agree as follows: Section 1. Definitions of Words and Terms. Amendment of Definitions in Section 1.1 of the Original Agreement. The definitions of the following words and terms which are set forth in Section 1.1 of the Original Agreement are hereby amended to read as follows: "Agreement" or "Performance Agreement" means, collectively, the Performance Agreement dated as of June 1, 2016, as amended by this First Amendment to Performance -2- Agreement dated as of [_____________], 2023, each between the City and the Company, as from time to time further amended and supplemented in accordance with the provisions hereof. “Annual Compliance Report” means the Company’s Annual Compliance Report reflecting the number of Jobs the Company maintains at the Project Site as of a particular Test Date that is required to be filed by the Company with the City in accordance with Section 3.3 of the Original Agreement, which is amended and restated in its entirety as set forth in Section 2 of this First Amendment, a copy of which is attached to this First Amendment as Exhibit A. “Job” means a full-time equivalent position with the Company that is filled by a worker who is employed at the Project Site and scheduled to work not less than 37.5 hours per week and is eligible to receive normal full-time employee benefits offered by the Company. Positions filled by workers who are not directly employed by the Company do not qualify as “Jobs” for purposes of this definition. “Test Date” means October 31 of each year, beginning October 31, 2023 and ending on October 31, 2025. Section 2. Amendment to Section 3.3. Adjustment of Payments In Lieu of Taxes For Failure to Jobs. Section 3.3 of the Original Agreement is deleted in its entirety and the following is inserted in lieu thereof: “(a) The Company covenants and agrees to maintain at least 160 Jobs at the Project Site for so long as the personal property tax abatement described in this Agreement is in effect. The Company will calculate the total number of Jobs maintained at the Project Site as of October 31 each year (each a “Test Date”), commencing with October 31, 2023, and ending with October 31, 2025, as follows: • The total number of Jobs at the Project Site will be measured by determining the actual number of Jobs on that last day of each month on each of the immediately preceding 12 months ending on each Test Date (i.e., the last day of each month of November 30 through the following applicable October 31 Test Date) and then dividing the sum of the actual number of Jobs on the last day of each respective month by twelve (12) to get the twelve (12)-month average number of Jobs. Agreement dated as of [ Ju% Ig 1, 2023, each between the City and the Company, as from time to time further amended a supplemented in accordance with the provisions hereof. "Annual Compliance Report" means the Company's Annual Compliance Report reflecting the number of Jobs the Company maintains at the Project Site as of a particular Test Date that is required to be filed by the Company with the City in accordance with Section 3.3 of the Original Agreement, which is amended and restated in its entirety as set forth in Section 2 of this First Amendment, a copy of which is attached to this First Amendment as Exhibit A. "Job" means a full-time equivalent position with the Company that is filled by a worker who is employed at the Project Site and scheduled to work not less than 37.5 hours per week and is eligible to receive normal full-time employee benefits offered by the Company. Positions filled by workers who are not directly employed by the Company do not qualify as "Jobs" for purposes of this definition. "Test Date" means October 31 of each year, beginning October 31, 2023 and ending on October 31, 2025. Section 2. Amendment to Section 3.3. Adjustment of Payments In Lieu of Taxes For Failure to Jobs. Section 3.3 of the Original Agreement is deleted in its entirety and the following is inserted in lieu thereof: "(a) The Company covenants and agrees to maintain at least 160 Jobs at the Project Site for so long as the personal property tax abatement described in this Agreement is in effect. The Company will calculate the total number of Jobs maintained at the Project Site as of October 31 each year (each a "Test Date"), commencing with October 31, 2023, and ending with October 31, 2025, as follows: • The total number of Jobs at the Project Site will be measured by determining the actual number of Jobs on that last day of each month on each of the immediately preceding 12 months ending on each Test Date (i.e., the last day of each month of November 30 through the following applicable October 31 Test Date) and then dividing the sum of the actual number of Jobs on the last day of each respective month by twelve (12) to get the twelve (12) -month average number of Jobs. -2- -3- (b) If the Company fails to maintain at least 160 Jobs at the Project Site as of a particular Test Date (i.e., October 31, 2023 through October 31, 2025) as certified by the Company to the City and an officer of Jefferson City Regional Economic Partnership (who will be assisting the City monitoring compliance with this Section 3.3) in the Annual Compliance Report described in subsection (c) of this Section 3.3, the Company shall pay a PILOT Payment in addition to the PILOT Payment required by Section 3.2 of this Agreement due to the City on or before December 31 of the calendar year in which the Test Date evidencing the failure to meet the Jobs requirement occurs (i.e. calendar years December 31, 2023 through 2025, as applicable). The additional PILOT Payment required by this Section 3.3 will be in an amount equal to the formula percentage calculated below (the “Jobs PILOT %”) multiplied by the amount of ad valorem personal property taxes which would have been due with respect to the Project had the Project not been exempt from such personal property taxes due to the City’s ownership thereof: Jobs PILOT % = .75 - (.75 X Actual Number of Jobs 160 ) Jobs PILOT % x B = Additional Jobs PILOT Payment B = 100% of ad valorem personal property taxes that would have otherwise been required to be paid by the Company with respect to the Project but for the City’s ownership of such Project (c) The Company shall annually file with the City and Jefferson City Regional Economic Partnership (who will be assisting the City with monitoring the Company’s compliance with this Section 3.3), commencing on November 15, 2023, and continuing on each November 15 thereafter while this Agreement remains in effect, an Annual Compliance Report in the form attached hereto as Exhibit A. The Company also agrees to provide reasonable access to its payroll records for purposes of verifying the number of Jobs, subject to such limitations as the Company determines to be necessary to maintain the privacy of the payroll information of individuals and to comply with all of the Company’s legal obligations with respect to the privacy of the payroll information of individuals. (d) The calculations set forth in this Section 3.3 shall be performed as of each Test Date, (i.e. October 31, 2023 through October 31, 2025) with any resulting additional PILOT Payment due as a result of such calculation to be applicable for the calendar year in which such Test Date occurs. In no event shall the additional PILOT Payment pursuant to this Section 3.3, when added to the PILOT Payment calculated pursuant to Section 3.2 of this Agreement, exceed 100% of the actual ad valorem personal property taxes that would have otherwise been payable on the Project, but for the City’s ownership thereof, for the given year.” Section 3. Consent of Owner. The Company, as the Owner of 100% of the Bonds, hereby consents to the execution of this First Amendment. Section 4. Execution in Counterparts. This First Amendment may be executed simultaneously in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument. Section 5. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Company certifies it is not currently engaged in and shall not, for the duration of the Agreement, engage in a boycott of goods or services from (a) the State of Israel, (b) companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel or (c) persons or entities doing business in the State of Israel. -4- Section 6. Effect of First Amendment to Performance Agreement. The provisions of the Original Agreement, including without limitation the representations, warranties and covenants and the definitions and rules of construction included therein, as modified and amended by this First Amendment, are hereby ratified and confirmed, and the rights, duties and obligations under the Agreement of the City and the Company shall hereafter be determined, exercised and enforced under the Agreement subject in all respects to such modification and amendment, and all the terms and conditions of this First Amendment shall be deemed to be part of the terms and conditions of the Agreement for any and all purposes. This First Amendment shall be construed as having been authorized, executed, delivered and consented to under the provisions of Section 8.9 of the Original Agreement. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed in their respective corporate names by their duly authorized officers, all as of the date first above written. [SEAL] ATTEST: By: Name. in Don dson Title: City Clerk First Amendment to Performance Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project) Series 2016 S-1 CITY OF JEFFERSON, MISSOURI By: Name: Ron Fit Title: Mayor MODERN LITHO -PRINT CO., a Missouri corporation By: Name: Title: Pro •a •_ k First Amendment to Performance Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modem Litho -Print Co. Project) Series 2016 S-2 First Amendment to Performance Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modern Litho-Print Co. Project) Series 2019 Exhibit A-1 EXHIBIT A ANNUAL COMPLIANCE REPORT Date: November ___, 20___ To: City of Jefferson, Missouri 302 E. McCarty Street Jefferson City, Missouri 65101 Jefferson City Regional Economic Partnership 630 Bolivar Street, Suite 202 Jefferson City, Missouri 65101 Attention: Missy Bonnot Email: missybonnot@jcrep.org A. COMPANY INFORMATION (MODERN LITHO-PRINT CO.) Name: ___________________________________________________________________ Address: ________________________________________________________________ City: _________________________ State: _____________ Zip Code: ________________ Contact: ___________________________________ Telephone: ____________________ Title: _______________________________________ Email: _________________________ [Remainder of this page intentionally left blank.] First Amendment to Performance Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modern Litho-Print Co. Project) Series 2019 Exhibit A-2 B. EMPLOYMENT INFORMATION. The number of total “Jobs” maintained by the Company at the Project Site (the Company’s facility located at 6009 Stertzer Road, Jefferson City, Missouri 65101) on the last day of each of the immediately preceding 12 months ending on October 31, 20__ (the October 31st prior to this Report) is set forth in the table on below in the column labeled “Total Jobs.” The 12-month average of the actual number of “Jobs,” which is calculated in accordance with the First Amendment to Performance Agreement dated as of ______________, 2023, which amended the Performance Agreement dated as of June 1, 2016, each between the City and the Company (collectively, the “Performance Agreement”), maintained by the Company at the Project Site was ________ as set forth below in the row labeled “12-Month Average of Jobs.” According to Section 3.3 of the Performance Agreement, the Company is required to maintain at least 160 Jobs Total Jobs November December January February March April May June July August September October 12-Month Average of Jobs: (1) ____________ (1) This 12-month average of the actual number of “Jobs” should be equal to or greater than 160 because the Company is required to maintain at least 160 Jobs at the Project Site in accordance with Section 3.3 of the Performance Agreement. Attached is a copy of a report verifying the above calculation containing at a minimum the following information for each Job: 1. Name or Other Employee Identification Information. 2. Hire Date. 3. Termination Date. First Amendment to Performance Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modern Litho-Print Co. Project) Series 2019 Exhibit A-3 C. CERTIFICATION. The undersigned hereby represents and certifies that, to the best knowledge and belief of the undersigned, this Annual Compliance Report contains no information or data, contained herein or in the exhibits or attachments, that is false or incorrect in any material respect. Dated this ___ day of ________, _______. Signature: Name: Title: EXHIBIT B TO ORDINANCE NO.'(p,36pa, 2019 FIRST AMENDMENT TO ORIGINAL 2019 PERFORMANCE AGREEMENT (On file in the office of the City Clerk) FIRST AMENDMENT TO PERFORMANCE AGREEMENT (Series 2019 Bonds) THIS FIRST AMENDMENT TO PERFORMANCE AGREEMENT, dated as of July 1$ , 2023 (this "First Amendment"), between the CITY OF JEFFERSON, MISSOURI, a home rule charter city organized and existing under the laws of the State of Missouri (the "City"), and MODERN LITHO -PRINT CO., a corporation organized and existing under the laws of the State of Missouri (the "Company"), amends that certain Performance Agreement dated as of December 1, 2019 (the "Original Agreement") between the City and the Company (the Original Agreement, as amended by this First Amendment, is collectively referred to herein as the "Agreement") RECITALS: 1. On December 2, 2019, the City Council of the City passed Ordinance No. 15978 (the "Ordinance") authorizing the City's issuance of its Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project), Series 2019, in the maximum principal amount of $5,000,000 (the "Bonds"), to finance an economic development project for the Company (the "Project"), consisting of acquiring a printing press and other support machinery and equipment (the "Project Equipment," as more fully described on Exhibit A to the Original Agreement) to be installed at the Company's existing facility located at 6009 Stertzer Road in the City (the "Project Site," as more fully described on Exhibit A to the Original Agreement). 2. Pursuant to the Ordinance, in connection with the issuance of the Bonds, the City also entered into (a) a Trust Indenture dated as of December 1, 2019 (the "Indenture"), with UMB Bank, N.A., as bond trustee (the "Trustee"), for the purpose of issuing and securing the Bonds, (b) a Lease Agreement dated as of December 1, 2019 (the "Lease"), with the Company, as lessee, under which the City, as lessor, leases the Project Equipment to the Company, in consideration of rental payments to be paid by the Company which that are sufficient to pay the principal of and interest on the Bonds, and (c) the Original Agreement with the Company for the purpose of setting forth the terms and conditions of the Project Equipment's exemption from ad valorem personal property taxes and certain payments in lieu of taxes to be made by the Company with respect to the Project Equipment. 3. Due to adverse labor market conditions caused by the COVID-19 pandemic and other economic factors affecting the Company, the City has agreed to enter into this First Amendment with the Company, which will amend the Original Agreement, in order to revise the number of Jobs (defined herein) the Company will be required to maintain at the Project Site through the remaining term of the Original Agreement. 4. On J klv i1 , 2023, the City Council of the City passed Ordinance No. NSW SW a. , approving this First Amendment for the purpose of amending said Jobs requirements and other provisions relating thereto set forth in the Original Agreement as further described herein. NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereby represent, covenant and agree as follows: Section 1. Definitions of Words and Terms. (a) Deletion of Definitions in Section 1.1 of the Original Agreement. The definitions of the following words and terms set forth in Section 1.1 of the Original Agreement are hereby deleted and are no longer applicable: "Initial Compliance Report" means the Company's Initial Compliance Report reflecting the number of New Jobs the Company created at the Project Site as of the Initial Test Date that is required to be filed by the Company with the City in accordance with Section 3.3 hereof, a copy of which is attached hereto as Exhibit B. "Exhibit B — Initial Compliance Report" attached to the Original Agreement is hereby deleted and no longer applicable. "Initial Test Date" means December 31, 2024. "New Jobs" means those new Jobs created at the Project Site as a result of the Project over and above the current 149 Jobs that the Company has stipulated it currently maintains on the Project Site pursuant to Section 3.3 hereof. "Subsequent Test Date" means October 31, 2024 and each October 31 thereafter to and including October 31, 2028. (b) Amendment of Definitions in Section 1.1 of the Original Agreement. The definitions of the following words and terms set forth in Section 1.1 of the Original Agreement are hereby amended to read as follows: "Agreement" means, collectively, the Performance Agreement dated as of December 1, 2019, as amended by this First Amendment to Performance Agreement dated as of ( JO 11 1, 2023, each between the City and the Company, as from time to time further amended and supplemented in accordance with the provisions hereof. "Annual Compliance Report" means the Company's Annual Compliance Report reflecting the number of Jobs the Company maintains at the Project Site as of a particular Test Date that is required to be filed by the Company with the City in accordance with Section 3.3 of the Original Agreement, which is amended and restated in its entirety as set forth in Section 3 of this First Amendment, a copy of which is attached to this First Amendment as Exhibit A. "Exhibit C —Annual Compliance Report" attached to the Original Agreement is hereby deleted and no longer applicable and "Exhibit A —Annual Compliance Report" attached to this First Amendment should be used as required by Section 3 of this First Amendment. "Job" means a full-time equivalent position with the Company that is filled by a worker who is employed at the Project Site and scheduled to work not less than 37.5 hours per week and is eligible to receive normal full-time employee benefits offered by the Company. Positions filled by workers who are not directly employed by the Company do not qualify as "Jobs" for purposes of this definition. (c) Additional Definitions. In addition to the words and terms defined in Section 1.1 of the Original Agreement, as amended by this First Amendment, and elsewhere in this First Amendment, the following capitalized words and terms shall have the following meanings and shall be included in Section 1.1 of the Agreement: "Test Date" means October 31 of each year, beginning October 31, 2024 and ending on October 31, 2028. -2- -3- Section 2. Amendment to Section 3.1. Personal Property Tax Exemption. The first sentence of subsection (b) of Section 3.1 of the Original Agreement is hereby amended to read as follows in order replace the term “New Job PILOT Payment” with “Job PILOT Payment” within the defined term “PILOT Payment”: “The Company covenants and agrees that, during each year the Project Equipment is exempt from ad valorem personal property taxes by reason of the City owning title to the Project Equipment, the Company will make annual payments in lieu of taxes to the City (the Base PILOT Payment as required by Section 3.2 hereof, and any Job PILOT Payment required by Section 3.3 hereof are, collectively, referred to herein as a “PILOT Payment”) as described in this Article III relating to the Project Equipment.” Section 3. Amendment to Section 3.3. Adjustment of Payments In Lieu of Taxes For Failure to Maintain Jobs. Section 3.3 of the Original Agreement is deleted in its entirety and the following is inserted in lieu thereof: “(a) The Company covenants and agrees to maintain at least 160 Jobs at the Project Site for so long as the personal property tax abatement described in this Agreement is in effect. The Company will calculate the total number of Jobs maintained at the Project Site as of October 31 each year (each a “Test Date”), commencing with October 31, 2024, and ending with October 31, 2028, as follows: • The total number of Jobs at the Project Site will be measured by determining the actual number of Jobs on that last day of each month on each of the immediately preceding 12 months ending on each Test Date (i.e., the last day of each month of November 30 through the following applicable October 31 Test Date) and then dividing the sum of the actual number of Jobs on the last day of each respective month by twelve (12) to get the twelve (12)-month average number of Jobs. (b) If the Company fails to maintain at least 160 Jobs at the Project Site as of a particular Test Date (i.e., October 31, 2024 through October 31, 2028) as certified by the Company to the City and an officer of Jefferson City Regional Economic Partnership (who will be assisting the City monitoring compliance with this Section 3.3) in the Annual Compliance Report described in subsection (c) of this Section 3.3, the Company shall pay a PILOT Payment in addition to the Base PILOT Payment required by Section 3.2 of this Agreement (the “Jobs PILOT Payment”) due to the City on or before December 31 of the calendar year in which the Test Date evidencing the failure to meet the Jobs requirement occurs (i.e. calendar years December 31, 2024 through 2028, as applicable). The Jobs PILOT Payment required by this Section 3.3 will be in an amount equal to the formula percentage calculated below (the “Jobs PILOT %”) multiplied by the amount of ad valorem personal property taxes which would have been due with respect to the Project Equipment had the Project Equipment not been exempt from such personal property taxes due to the City’s ownership thereof: Jobs PILOT % = .50 - (.50 X Actual Number of Jobs 160 ) Jobs PILOT % x B = Jobs PILOT Payment B = 100% of ad valorem personal property taxes that would have otherwise been required to be paid by the Company with respect to the Project Equipment but for the City’s ownership of such Project Equipment -4- (c) The Company shall annually file with the City and Jefferson City Regional Economic Partnership (who will be assisting the City with monitoring the Company’s compliance with this Section 3.3), commencing on November 15, 2024, and continuing on each November 15 thereafter while this Agreement remains in effect, an Annual Compliance Report in the form attached hereto as Exhibit A. The Company also agrees to provide reasonable access to its payroll records for purposes of verifying the number of Jobs, subject to such limitations as the Company determines to be necessary to maintain the privacy of the payroll information of individuals and to comply with all of the Company’s legal obligations with respect to the privacy of the payroll information of individuals. (d) The calculations set forth in this Section 3.3 shall be performed as of each Test Date, (i.e. October 31, 2024 through October 31, 2028) with any resulting Jobs PILOT Payment due as a result of such calculation to be applicable for the calendar year in which such Test Date occurs. In no event shall the Jobs PILOT Payment pursuant to this Section 3.3, when added to the Base PILOT Payment calculated pursuant to Section 3.2 of this Agreement, exceed 100% of the actual ad valorem personal property taxes that would have otherwise been payable on the Project Equipment, but for the City’s ownership thereof, for the given year.” Section 4. Consent of Owner. The Company, as the Owner of 100% of the Bonds, hereby consents to the execution of this First Amendment. Section 5. Execution in Counterparts. This First Amendment may be executed simultaneously in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument. Section 6. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Company certifies it is not currently engaged in and shall not, for the duration of the Agreement, engage in a boycott of goods or services from (a) the State of Israel, (b) companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel or (c) persons or entities doing business in the State of Israel. Section 7. Effect of First Amendment to Performance Agreement. The provisions of the Original Agreement, including without limitation the representations, warranties and covenants and the definitions and rules of construction included therein, as modified and amended by this First Amendment, are hereby ratified and confirmed, and the rights, duties and obligations under the Agreement of the City and the Company shall hereafter be determined, exercised and enforced under the Agreement subject in all respects to such modification and amendment, and all the terms and conditions of this First Amendment shall be deemed to be part of the terms and conditions of the Agreement for any and all purposes. This First Amendment shall be construed as having been authorized, executed, delivered and consented to under the provisions of Section 8.9 of the Original Agreement. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed in their respective corporate names by their duly authorized officers, all as of the date first above written. [SEAL] ATTEST: By:*A? W4, �0 n Name: Emily D aldson Title: City Clerk First Amendment to Performance Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modem Litho -Print Co. Project) Series 2019 S-1 CITY OF JEFFERSON, MISSOURI By: Name: Ron Fitzvrafer Title: Mayor MODERN LITHO -PRINT CO., a Missouri corporation First Amendment to Performance Agreement City ofJefi'erson, Missouri Taxable Industrial Development Revenue Bonds (Modern Litho -Print Co. Project) Series 2019 S-2 First Amendment to Performance Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modern Litho-Print Co. Project) Series 2019 Exhibit A-1 EXHIBIT A ANNUAL COMPLIANCE REPORT Date: November ___, 20___ To: City of Jefferson, Missouri 302 E. McCarty Street Jefferson City, Missouri 65101 Jefferson City Regional Economic Partnership 630 Bolivar Street, Suite 202 Jefferson City, Missouri 65101 Attention: Missy Bonnot Email: missybonnot@jcrep.org A. COMPANY INFORMATION (MODERN LITHO-PRINT CO.) Name: ___________________________________________________________________ Address: ________________________________________________________________ City: _________________________ State: _____________ Zip Code: ________________ Contact: ___________________________________ Telephone: ____________________ Title: _______________________________________ Email: _________________________ [Remainder of this page intentionally left blank.] First Amendment to Performance Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modern Litho-Print Co. Project) Series 2019 Exhibit A-2 B. EMPLOYMENT INFORMATION. The number of total “Jobs” maintained by the Company at the Project Site (the Company’s facility located at 6009 Stertzer Road, Jefferson City, Missouri 65101) on the last day of each of the immediately preceding 12 months ending on October 31, 20__ (the October 31st prior to this Report) is set forth in the table on below in the column labeled “Total Jobs.” The 12-month average of the actual number of “Jobs,” which is calculated in accordance with the First Amendment to Performance Agreement dated as of ______________, 2023, which amended the Performance Agreement dated as of December 1, 2019, each between the City and the Company (collectively, the “Performance Agreement”), maintained by the Company at the Project Site was ________ as set forth below in the row labeled “12-Month Average of Jobs.” According to Section 3.3 of the Performance Agreement, the Company is required to maintain at least 160 Jobs Total Jobs November December January February March April May June July August September October 12-Month Average of Jobs: (1) ____________ (1) This 12-month average of the actual number of “Jobs” should be equal to or greater than 160 because the Company is required to maintain at least 160 Jobs at the Project Site in accordance with Section 3.3 of the Performance Agreement. Attached is a copy of a report verifying the above calculation containing at a minimum the following information for each Job: 1. Name or Other Employee Identification Information. 2. Hire Date. 3. Termination Date. First Amendment to Performance Agreement City of Jefferson, Missouri Taxable Industrial Development Revenue Bonds (Modern Litho-Print Co. Project) Series 2019 Exhibit A-3 C. CERTIFICATION. The undersigned hereby represents and certifies that, to the best knowledge and belief of the undersigned, this Annual Compliance Report contains no information or data, contained herein or in the exhibits or attachments, that is false or incorrect in any material respect. Dated this ___ day of ________, _______. Signature: Name: Title: EXPLANATION TO COUNCIL BILL EXPLANATION TO COUNCIL BILL Date: ______________ ___, 2023 Type of Ordinance: Special EXPLANATION TO COUNCIL BILL