Common use of Payments in Lieu of Taxes Clause in Contracts

Payments in Lieu of Taxes. (a) Because ownership of the Project Site will be transferred to the County in 2017, the real property would not be subject to ad valorem taxation for 2017 and 2018, and, therefore, the Company is required to make a PILOT payment equal to 100% of the taxes that would otherwise be due for years 2017 and 2018. The County acknowledges that the Project Improvements will be made by the Company in calendar years 2017 and 2018 and agrees that the Company shall receive 10 years of 50% ad valorem real property tax abatement beginning in 2019. In addition to the 100% PILOT payment for years 2017 and 2018, the Company covenants and agrees to make PILOT Payments to the County on or before each December 31, commencing December 31, 2019, in an amount equal to the applicable percentage shown below times the amount of ad valorem real property taxes which would otherwise be due with respect to the Project Improvements: Warehouse, Distribution, and Office Building Real Property 2019 – 2028 2018 and 2029 and thereafter (b) The Developer shall exercise its option pursuant to Section 11.4 of the Lease to purchase the Project no later than December 31, 2028. If title to the Project or the applicable portion thereof as described in the preceding sentence has not been transferred by the County to the Developer before December 31, 2028, then on December 31, 2029, and each year thereafter until title to the Project or the applicable portion thereof as described in the preceding sentence is transferred to the Developer, the Company shall pay to the County a PILOT Payment equal to 100% of the amount that would otherwise be payable to each taxing jurisdiction but for the County’s ownership thereof. (c) The County Assessor will, until this Agreement is terminated, determine an assessed valuation with respect to the Project in accordance with Article X, Section 4(b) of the Missouri Constitution and Section 137.115 of the Revised Statutes of Missouri, as amended, as if title to the Project were in the name of the Company or an Affiliate and not the County. Such assessment shall be performed as of January 1 of each year. To facilitate the assessment, the Company agrees to provide to the County Assessor each year, by the same date on which property declarations are required by law to be made, a report that includes the following information: (1) a list of the Project Improvements completed during the calendar year; and (2) such other information as the County Assessor may reasonably require to complete the assessment of the Project. The itemization shall be consistent with the information provided to the County and the Trustee under the Lease.

Payments in Lieu of Taxes. (a) Because ownership of the Project Site will be transferred to the County in 2017, the real property would not be subject to ad valorem taxation for 2017 and 2018, and, therefore, the Company is required to make a PILOT payment equal to 100% of the taxes that would otherwise be due for years 2017 and 2018. The County acknowledges that the Project Improvements will be made by the Company in calendar years 2017 and 2018 and agrees that the Company shall receive 10 years of 50% ad valorem real property tax abatement beginning in 2019. In addition to the 100% PILOT payment for years 2017 and 2018, the Company covenants and agrees to make PILOT Payments to that, during each year the County on or before each December 31, commencing December 31, 2019, in an amount equal to the applicable percentage shown below times the amount of Project is exempt from ad valorem real property taxes which would otherwise be due with respect to by reason of the Project Improvements: WarehouseCity’s ownership thereof, Distribution, the Company will make PILOT Payments in such amounts and Office Building Real Property 2019 – 2028 2018 and 2029 and thereafterat such times set forth in this Article III. (b) The Developer City shall exercise its option pursuant to Section 11.4 of the Lease to purchase the Project no later than December 31, 2028. If title to the Project or the applicable portion thereof as described in the preceding sentence has not been transferred by obtain from the County to the Developer before December 31Assessor, 2028, then on December 31, 2029, and each year thereafter until title to the Project or the applicable portion thereof as described in the preceding sentence is transferred to the Developersoon as reasonably available, the Company shall pay to the County a PILOT Payment equal to 100% of the amount that would otherwise be payable to each taxing jurisdiction but for the CountyAssessor’s ownership thereof. (c) The County Assessor will, until this Agreement is terminated, determine an most recent assessed valuation with respect to the Project in accordance with Article X, Section 4(b) of the Missouri Constitution and Section 137.115 of the Revised Statutes of Missouri, as amended. The City shall promptly notify the Company and Fireman’s Fund of such assessed valuation in writing, as if title and shall provide copies of any supporting documentation provided by the County Assessor to the Project were in the name of the Company or an Affiliate and not the County. Such assessment shall be performed as of January 1 of each year. To facilitate the assessment, the Company City relating to such valuation. (c) Fireman’s Fund agrees to provide to the County Assessor City’s Director of Economic Development each yearyear during the term of this Agreement, by on or before November 15, an officer’s certificate stating the same date on which property declarations are required by law to be made, a report that includes the following informationfollowing: (1) a list the percentage of the Project Improvements completed during subleased by Fireman’s Fund and its Affiliates as of the Test Date, with a copy of the Sublease evidencing such sublease obligation or stating that there were no changes since the previous year’s certification; (2) With the exception of the sublease to ACE and the sublease to Fireman’s Fund affiliate, AGCS Marine Insurance Company, Fireman’s Fund has not assigned or further subleased any portion of the Project to another party; (3) the Actual Average Annual Job Payroll; and (4) the total number of Jobs at the Project Site as of the Test Date and an allocation of said total number of Jobs between those employed directly by Fireman’s Fund and its Affiliates, ACE, and those employed on an outsourced basis. (d) Upon receiving the most recent assessed valuation of the Project from the County Assessor and the certificate of the Company pursuant to subsection (c) hereof the City shall notify the Company of the amount of PILOT Payments due hereunder. Except as otherwise provided in Sections 3.2(f), 3.5 and 3.8 hereof, the PILOT Payments shall be an amount equal to: (1) for each of the 10 calendar yearyears 2010-2019, an amount equal to 100% of the real property taxes that would have otherwise been payable (but for the City’s ownership thereof) on the portion of the Project subleased by Fireman’s Fund; and (2) for each of the 10 calendar years 2010-2019, an amount equal to 50% of the real property taxes that would have otherwise been payable (but for the City’s ownership thereof) on the portion of the Project subleased by Fireman’s Fund and its Affiliates. (e) Each PILOT Payment shall be payable to the City. The Company covenants and agrees to make such other information as PILOT Payments on or before December 31 of each year during the term of this Agreement. Fireman’s Fund shall have no obligation to pay, directly or indirectly, PILOT Payments to the City. (f) If title to the Project has not been transferred by the City to the Company before January 1 of the year following the expiration of the term of this Agreement, then on December 31 of such year and each year thereafter until title to the Project is transferred to the Company, the Company shall pay to the City a PILOT Payment equal to 100% of the amount that would otherwise be payable to each taxing jurisdiction but for the City’s ownership thereof. (g) If the County Assessor may reasonably require fails to complete the perform an assessment of the value of the Project, the following procedures will apply: (1) The City shall notify the Company within five days of any refusal by the County Assessor to perform an assessment. Within 30 days of such notice, the Company and the City shall each appoint a real estate appraiser licensed by the State of Missouri (each of whom shall also be a member of the Appraisal Institute carrying the designation of (“M.A.I.”). (2) Within 45 days of such appointment, each appointed appraiser shall examine the Project Site and the Project Improvements and, using the same methodology and factors that would be used by the County Assessor, render an opinion as to the assessed value thereof. The itemization City and the Company will cooperate in all respects to enable the appointed appraisers to perform the duties specified herein within the applicable timeframe. (3) If the opinions rendered by each appointed appraiser are within 10% of each other, the assessed value for purposes of this Section shall be consistent equal the average assessed value of the two appraisers’ opinions. (4) If the opinions rendered by each appointed appraiser are not within 100/o of each other, the two appraisers shall mutually appoint a third appraiser meeting the requirements of subparagraph (1). This appraiser shall perform an appraisal as provided by subparagraph (2) and the assessed value for the purposes of this Section shall equal the average assessed value of the two highest appraiser opinions. (5) The Company will pay the costs and expenses incurred by all appraisers appointed pursuant to this Section. (h) Within 30 days after receipt of each PILOT Payment, the City shall divide each PILOT Payment among the taxing jurisdictions in proportion to the amount of the then-current ad valorem tax levy of each taxing jurisdiction, but disregarding the tax levies associated with the information provided to distribution of the County and the Trustee under the Leasecommercial surcharge.

Payments in Lieu of Taxes. (a) Because ownership The Company and the County agree that each item of personal property financed with the Bonds shall be exempt from ad valorem personal property taxes for a period not exceeding the lesser of (i) the MACRS class life of the property as contemplated in RSMo §137.122 or (ii) seven years. Personal property financed with the proceeds of the Bonds includes personal property acquired after January 1, 2017 in connection with the Project. The personal property that comprises the Project Site will Equipment would otherwise be transferred exempt from ad valorem personal property taxes during the entire term of the Lease, therefore the Company agrees that it shall make a PILOT Payment to the County in 2017, the real property would not (to be subject to ad valorem taxation for 2017 and 2018, and, therefore, the Company is required to make a PILOT payment equal to 100% of the taxes that would otherwise be due for years 2017 and 2018. The County acknowledges that the Project Improvements will be made by the Company in calendar years 2017 and 2018 and agrees that the Company shall receive 10 years of 50% ad valorem real property tax abatement beginning in 2019. In addition to the 100% PILOT payment for years 2017 and 2018, the Company covenants and agrees to make PILOT Payments delivered to the County Treasurer) on or before December 31 of each December 31year, commencing December 31, 20192018, in an amount equal to the applicable percentage shown below times the amount of the ad valorem real personal property taxes which would otherwise be due with respect to the Project Improvements: Warehouse, Distribution, and Office Building Real Property 2019 – 2028 2018 and 2029 and thereafterEquipment (calculated as set forth below): (b) The Developer Company shall exercise its option pursuant to Section 11.4 of the Lease to purchase the Project no later than December 31, 20282025. If title to the Project or the applicable portion thereof as described in the preceding sentence has not been transferred by the County to the Developer Company before December 31, 20282025, then on December 31, 20292026, and each year thereafter until title to the Project or the applicable portion thereof as described in the preceding sentence is transferred to the DeveloperCompany, the Company shall pay to the County a PILOT Payment equal to 100% of the amount that would otherwise be payable to each taxing jurisdiction but for the County’s ownership thereof. (c) The County Assessor will, until this Agreement is terminated, determine an assessed valuation with respect to the Project in accordance with Article X, Section 4(b) of the Missouri Constitution and Section 137.115 of the Revised Statutes of Missouri, as amended, as if title to the Project were in the name of the Company or an Affiliate and not the County. Such assessment shall be performed as of January 1 of each year. To facilitate the assessment, the Company agrees to provide to the County Assessor each year, by the same date on which property declarations are required by law to be made, a report that includes the following information: (1) a list of the Project Improvements completed Equipment acquired during the calendar year; and; (2) such other information as the County Assessor may reasonably require to complete the assessment of the Project. The itemization shall be consistent with the information provided to the County and the Trustee under the Lease. Personal property which is part of the Project and is located on the Project Site in a “state of shipping” on December 31, 2017, will be considered by the County Assessor to be first assessable on January 1, 2019. However, any such personal property which is considered in a “state of shipping” on December 31, 2017 will be assessed as of January 1, 2019 as if the personal property is in year one of its depreciation class life. Whether or not personal property is considered to be in a “state of shipping” on December 31, 2017 will be determined by the facts and circumstances surrounding the state of the personal property as of December 31, 2017, such as whether the personal property remains unpackaged and located on pallets or other evidence that the personal property has not yet been placed in service.