12/20/2022 Resolutions 2022-352RESOLUTION 2022-352
WHEREAS, the City of Grand Island, Nebraska, a municipal corporation and city of the
first class, has determined it to be desirable to undertake and carry out urban redevelopment
projects in areas of the City which are determined to be substandard and blighted and in need of
redevelopment; and
WHEREAS, the Nebraska Community Development Law, Chapter 18, Article 21,
Nebraska Reissue Revised Statutes of 2007, as amended (the "Act"), prescribes the requirements
and procedures for the planning and implementation of redevelopment projects; and
WHEREAS, the City has previously declared Redevelopment Area No. 28 of the City to
be substandard, blighted and extremely blighted and in need of redevelopment pursuant to the
Act; and
WHEREAS, by Resolution No. 2022-341, the City previously approved a
Redevelopment Plan pursuant to Section 18-2111 of the Act, and authorized the execution of a
Redevelopment Contract with Woodsonia HWY 281, Inc. (the "Developer") for the
implementation of the Redevelopment Plan, subject to certain contingencies; and
WHEREAS, the Developer has now presented a proposed Redevelopment Contract,
subject to the required contingencies, between Developer, the City and the Community
Redevelopment Authority of the City of Grand Island, Nebraska (the "CRA"); and
WHEREAS, the form of the proposed Redevelopment Contract is attached hereto and
incorporated herein by reference as "Exhibit A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF GRAND ISLAND, NEBRASKA that the form of the Redevelopment Contract attached as
Exhibit A is hereby approved subject to final approval by City Administration.
BE IT FURTHER RESOLVED, that the Mayor and designees are hereby authorized to
execute the Redevelopment Contract upon the City Administration's written documentation of
the satisfaction of the applicable contingencies.
BE IT FURTHER RESOLVED, that the Mayor and designees are hereby authorized and
directed to take all actions necessary to carry out the terms of the Redevelopment Contract upon
execution by all parties thereto.
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Approved as to Form tt
December 19, 2022 � City Attorney
Adopted by the City Council of the City of Grand Island, Nebraska, December 20, 2022
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�� �
Ro . Steele,` ayor
Attest:
�D.l t G�.�.. �c�L
RaNae Edwards, City Clerk
REDEVELOPMENT CONTRACT
(Conestoga Marketplace Project)
This Redevelopment Contract is made and entered into as of the �O`K day of
�cs��h�-, 2022, by and between the Community Redevelopment Authority of the City of
Grand Island, Nebraska ("Authority"), the City of Grand Island, Nebraska, a Nebraska
municipality of the first class ("City"), and Woodsonia Hwy 281, LLC, a Nebraska limited liability
company ("Redeveloper").
WITNESSETH:
WHEREAS, the City of Grand Island, Nebraska (the "City"), in furtherance of the purposes
and pursuant to the provisions of Section 12 of Article VIII of the Nebraska Constitution and
Sections 18-2101 through 18-2155, Reissue Revised Statutes of Nebraska, as amended
(collectively the "Act"), has designated an area within the City as blighted and substandard and
has designated an area as extremely blighted which are described on Exhibit A;
WHEREAS, the Authority has adopted, after approval by the Mayor and Council of the
City, that redevelopment plan entitled "Redevelopment Plan, Grand Island CRA Area 28
Conestoga Marketplace, October 2022" (the "Redevelopment Plan") a copy of which is on file in
the office of the City Clerk;
WHEREAS, Authority, City and Redeveloper desire to enter into this Redevelopment
Contract in order to implement the Redevelopment Plan and provide for the redevelopment of lots
and lands located in a blighted and substandard area, an extremely blighted area and an enhanced
employment area;
WHEREAS, Redeveloper is willing to enter into this Redevelopment Contract and provide
for the investment of approximately Two Hundred Twenty Million Dollars ($220,000,000) on the
Community Redevelopment Area which includes acquisition, demolition and site preparation,
planning for redevelopment, utility extension, public and private street installation, parking lots
and construction of a pedestrian shopping mall, plaza, building demolition and rehabilitation,
apartment and hotel construction and construction of new and rehabilitated commercial structures;
WHEREAS, the proposed Redevelopment Project shall be constructed in up to six TIF
Project phases for the purpose of issuing TIF Indebtedness described herein, and dividing real
estate taxes pursuant to Section 18-2147 of the Act, with all TIF Project phases constituting part
of a combined and single Redevelopment Project;
WHEREAS, the Redeveloper requests designation of an Enhanced Employment Area as part
of the rehabilitation of the Community Redevelopment Area pursuant to the Act. An Enhanced
Employment Act Indebtedness sha11 be issued for the Enhanced Employment Area. The Enhanced
Employment Act Tax Revenue generated by the Enhanced Employment Area sha11 be pledged to
the payment of Enhanced Employment Act Indebtedness. The Redeveloper intends to file a
proposed amendment to the Redevelopment Plan for purposes of incorporating Lot 2 and Lot 3
Conestoga Mall Eighth Subdivision to the City of Grand Island, Hall County, Nebraska, ("Lots 2 and
3") into the Redevelopment Project Area. T'he proposed redevelopment plan amendment will seek to
add Lots 2 and 3 to the Enhanced Employment Area to generate additional Enhanced Employment
Act Tax Revenues to support the funding of the Redevelopment Project.
WHEREAS, the Community Redevelopment Area and Redevelopment Project Area are
shown on E�ibit B-1;
WHEREAS, the Enhanced Employment Area is shown on E�ibit G 1;
WHEREAS, the six phases for purposes of issuing TIF Indebtedness are identified as TIF
Project Area 1, TIF Project Area 2, TIF Project Area 3, TIF Project Area 4, TIF Project Area 5, and
TIF Project Area 6 on E�ibit D-1;
WHEREAS, the Private Improvements and Public Improvements in the Community
Redevelopment Area comprise the Redevelopment Project and are collectively known as the
"Redevelopment Project Improvements". The estimated costs of the Redevelopment Project
Improvements are collectively known as the "Redevelopment Project Costs" and are shown on
the Sources and Uses of Funds in Exhibit E. The Authority, City and Redeveloper agree that
assistance with the Redevelopment Project Costs is deemed essential and the Redevelopment
Project would not be economically feasible without it. The final figures shown in Exhibit E are
estimates and subject to changes based upon specific site plans, design specifications and public
regulations;
WHEREAS, the Authority and City are willing to support the above described
redevelopment of the Community Redevelopment Area in accordance with the Redevelopment
Plan; provided that, Redeveloper is willing to agree to covenants and conditions regarding
compulsory maintenance and upkeep of the Private and Public Improvements to prevent a
recurrence of substandard and blighted conditions; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set
forth, Authority and Redeveloper do hereby covenant, agree and bind themselves as follows:
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ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01 Terms Defined in this Redevelopment Contract.
Unless the context otherwise requires, the following terms shall have the following
meanings for all purposes of this Redevelopment Contract, such definitions to be equally
applicable to both the singular and plural forms and masculine, feminine and neuter gender of any
of the terms defined:
"Act" means Section 12 of Article VIII of the Nebraska Constitution, Sections 18-2101
through 18-2155, Reissue Revised Statutes of Nebraska, as amended, and acts amendatory thereof
and supplemental thereto.
"Authority" means the Community Redevelopment Authority of the City of Grand Island,
Nebraska.
"City" means the City of Grand Island, Nebraska.
"Governing Body" means the Mayor and City Council of the City.
"Holder(s)" means the separate registered owner or owners of TIF Indebtedness and the
"Enhanced Employment Act Indebtedness" issued by the Authority from time to time outstanding.
"Enhanced Employment Act" shall mean Nebraska Legislative Bill 562, 100th
Legislature, effective date September 1, 2007, known as the "Enhanced Employment Area
Occupation Tax," amending Sections 18-2101, 18-2103, 18-2107, 18-2111, 18-2116, 18-2119,
and 18-2130 of the Act, as may be amended from time to time and includes Sections 18-2142.02,
18-2142.03, and 18-2142.04 of the Act.
"Enhanced Employment Area" referred to in Section 18-2142.02 of the Nebraska Revised
Statutes shall mean the enhanced employment area located as the Redevelopment Project Area and
shown and legally described on Exhibit C-1, to include such additional adjoining areas as may be
included pursuant to a properly adopted amendment to the Redevelopment Plan.
"Enhanced Employment Act Indebtedness" shall mean the occupation tax revenue
bonds, refunding bonds, notes, interim certificates, debentures, anticipation notes, and other
indebtedness or obligations, including interest and premiums, issued under the terms of this
Agreement, the Bond Resolution, and the Occupation Tax Ordinance. The Enhanced Employment
Act Indebtedness to be issued by the Authority shall consist of the Authority's Occupation Tax
Revenue Bonds (Grand Island Conestoga Marketplace Proj ect), in one or more series and one or more
notes, bonds and other forms of indebtedness to be issued in one or more indebtedness instruments
and amounts not to exceed a combined total of $36,762,753.00, each in substantially the form set
forth on E�ibit G2 (collectively "Occupation Tax Revenue Bonds"), and purchased and funded
by the Redeveloper as set forth in Section 4.03 of this Redevelopment Contract. It is anticipated that
the Occupation Tax Revenue Bonds will be issued as follows, unless Redeveloper requests, in writing,
the issuance of Occupation T� Revenue Bonds with different principal amounts so long as the
aggregate total of all Occupation Tax Revenue Bonds issued do not exceed the total sum of
$36,762,753.00), to wit:
Series 202_ A, EEA Note 1: $14,609,625.00;
Series 202_ B, EEA Note: $15,852,614.00;
Series 202_ C, EEA Note: $3,461,154.00; and
Series 202_ D, EEA Note: $2,839,359.00;
"Enhanced Employment Act Period" shall mean the lesser of (i) the time period necessary
for the occupation taxes levied within the Enhanced Employment Area to pay off any outstanding
Enhanced Employment Act Indebtedness which have been issued stating such occupation tax as
an available source for payment; or (ii) thirty (30) years after the effective date of the imposition
of an occupation tax by the Occupation Tax Ordinance for the Enhanced Employment Area.
"Enhanced Employment Act Proceeds" shall mean any net proceeds from the issuance
of any and all Enhanced Employment Act Indebtedness. The proceeds of any Series of Enhanced
Employment Indebtedness may be allocated and used to pay for or reimburse the Redeveloper for
any Enhanced Employment Act Project Costs within the Enhanced Employment Area.
"Enhanced Employment Act Project" means the private Redevelopment Project
Improvements to the Enhanced Employment Area, as further described in Exhibit C-1 and, as used
herein, shall include additions and improvements thereto. The Enhanced Employment Act Project
shall include all eligible costs and expenses as set forth on Exhibit F. The final figures shown in
Exhibit F are estimates and subject to changes based upon specific site plans, design specifications,
City approvals and public regulations.
"Enhanced Employment Act Project Costs" means only costs or expenses incurred by
Redeveloper in the Enhanced Employment Area as set forth on Exhibit C-1 for the purposes set
forth in Section 18-2142.04 (1) (a) and Section 18-2103(28) (a) through (�, inclusive, of the
Nebraska Revised Statutes, including providing for such costs by the exercise of the powers set
forth in § 18-2107(4) of the Act, all as identified on Exhibit F.
"Enhanced Employment Act Project Cost Certification" means a statement prepared
and signed by an authorized representative of the Redeveloper verifying the Redeveloper has
become legally obligated for the payment of Enhanced Employment Act Project Costs identified
on Exhibit F.
"Enhanced Employment Act Tax Revenues" shall mean the occupation t� revenues
generated and collected under the occupation tax authorized by the Bond Resolution and the
Occupation Tax Ordinance. The Enhanced Employment Act Tax Revenues generated from the
C�
Enhanced Employment Area shall be used to pay the principal and interest on the Enhanced
Employment Act Indebtedness related to the Enhanced Employment Area.
"Issuance Costs" shall mean reasonable costs and expenses incurred by the City and
Authority for the public purpose to issue the indebtedness, pledges, bonds and notes described in
this Redevelopment Contract of the TIF Indebtedness and Enhanced Employment Act
Indebtedness, including but not limited to, bond counsel fees, special city attorney fees, fiscal
advisory fees, placement fees, legal opinions and advice, and business memorandums, analysis,
and advice given to the City and Authority and incurred before or after the Agreement Date in
order to fund the Enhanced Employment Act Project and the TIF Project which shall not exceed
the total sum of $50,000. Issuance Costs shall not include the Redeveloper's attorney fees or any
expenses attributed to the funding of the Enhanced Employment Act Costs or TIF Project Costs.
The City may adopt and impose, from time to time, a schedule of costs to be retained from the
Enhanced Employment Act Taac Revenues and the TIF Revenues to reimburse the costs incurred
by the City (on an annual or prorated year) to collect, process and administer the Enhanced
Employment Act Revenues and TIF Revenues, and related bond funds pursuant to the
requirements of the Act, including labor costs, equipment, software, promulgated regulations, City
and State of Nebraska Department of Revenue accounting, procedures, reports, audits, review and
accountability and reporting measures,
"Liquidated Damages Amount" shall collectively mean the Liquidated Damage Amount
(a) and Liquidated Damage Amount (b) to be repaid to Authority by Redeveloper pursuant to
Section 7.02 of this Redevelopment Contract.
"Lot" or "Lots" shall mean the separately platted and subdivided lots within the
Redevelopment Project Area established pursuant to an approved and filed subdivision plat in
accordance with the ordinances and regulations of the City.
"Lot 3" shall mean the Lot 3, Conestoga Mall Ninth Subdivision, In The City Of Grand
Island, Hall County, Nebraska.
"Master Project" shall mean the TIF Project and Enhanced Employment Act Project.
"Mortgage" shall mean a real estate mortgage, deed of trust or other instrument creating
an encumbrance or lien as security for a loan on the Redevelopment Project Area.
"Mortgage Holder" shall mean a mortgagee, trustee or holder in reference to a Mortgage.
"Occupation Tax Ordinance" shall mean the City of Grand Island Ordinance No.99�4
passed and approved by the Governing Body on Qt.c.Q�b.�� ,�v , 202a, as amended, and related
ordinances authorizing the levy, collection and enforcement of the occupation tax imposed
pursuant to the Enhanced Employment Act.
"Redeveloper" means Woodsonia Hwy 281, LLC, a Nebraska limited liability company.
"Redevelopment Project Area" means that certain real property situated in the City of
Grand Island, Hall County, Nebraska which has been declared blighted and substandard and
extremely blighted by the City pursuant to the Act, and which is more particularly described on
Exhibit B-1. All such legal descriptions are subject to change based upon any re-platting requested
by the Redeveloper and approved by the City.
"Redevelopment Project" means the improvements to the Community Redevelopment
Area, as described in Exhibit B-2 and as used herein, shall include the Community Redevelopment
Area and additions and improvements thereto. Without limitation, those improvements include
the Redevelopment Project Improvements:
"Redevelopment Project Improvements" shall mean the Private Improvements and
Public Improvements.
"Redevelopment Project Costs" shall mean the cost of the Redevelopment Project and are
shown on the Sources and Uses of Funds in Exhibit E.
"Private Improvements" shall mean the anticipated private improvements to be
constructed, improved or rehabilitated as part of the Redevelopment Project that is within the
Redevelopment Project Area:
• Construction of an approximately 148,000 square foot new-to-market retail
store on Lot 3 before Apri16, 2027 (or alternatively construction of an
approximately 100,000 square foot or larger new to market retail store on Lot
3 before December 31, 2032).
• Construction of up to a hotel on Lot 12.
• Construction of approximately 250 apartments on Lot 13, unless revised
through a future zoning amendment;
• Construction of commercial structures on Lots 1, 2, 4, 5, 6, 7, 9, 10, and 11 as
part of a pedestrian shopping mall.
• Rehabilitation of structures on Lot 8.
• Construction, rehabilitation and installation of a pedestrian shopping mall,
plaza, parking lots, sidewalks, parks, meeting and display facilities, bus stop
shelters, lighting, benches or other seating furniture, sculptures, trash
receptacles, shelters and fountains on all lots in the Conestoga Mall Ninth
Subdivision to the city of Grand Island, with the exception of Lots 12 and 13.
"Public Improvements" shall mean the anticipated public improvements, constructed,
improved or rehabilitated as part of the Redevelopment Project that is within the Community
Redevelopment Area:
• Public Access Streets (including sidewalks, street lighting and street trees) as
shown as Outlot A in the Conestoga Mall Ninth Subdivision to the city of Grand
Island.
• Public easement acquisition.
• Sidewalks and pedestrian walkways.
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• Public utilities in dedicated easements or abutting rights-of-ways shown on the
Final Plat of the Conestoga Mall Ninth Subdivision to the city of Grand Island
to support the Redevelopment Project, including, but not limited to, sanitary
and storm sewer, municipal electrical service and water mains.
• Private streets with public access.
• Reconfiguration of storm water drainage cells shown on Exhibit H.
• Pedestrian shopping mall building and related improvements.
• Energy enhancements in excess of local design standards.
• Any other public improvements permitted by the Act.
"Redevelopment Contract" means this redevelopment contract between the City,
Authority and Redeveloper with respect to the TIF Project and Enhanced Employment Act Project,
as the same may be amended from time to time.
"Redevelopment Plan" means the Redevelopment Plan (also defined in the recitals hereto)
for the Community Redevelopment Area and the collective Enhanced Employment Areas related
to the TIF Project and Enhanced Employment Act Project is incorporated herein, prepared by the
Authority and approved by the City pursuant to the Act, as amended from time to time. A copy of
the Redevelopment Plan is available for viewing the Office of the City Clerk, City of Grand Island,
Nebraska.
"Resolution" or "Bond Resolution" means the Resolution of the Authority authorizing the
issuance of the TIF Indebtedness and Enhanced Employment Act Indebtedness, as supplemented
from time to time, and also approving this Redevelopment Contract.
"Start Date" means the date that the Redeveloper (i) has closed and become the owner in
fee simple of Redevelopment Project Property; and (ii) has provided written documentation of a
contract between the Redeveloper and the new to market approximately 148,000 SF retailer, whose
stock is publicly traded, to sell to said retailer Lot 3 as shown on Exhibit K.
"Taxes" shall mean taxes and assessments from all applicable government entities
including, but not limited to, any income, excise, sales or occupation taxes, ad valorem (real
property) taxes, and personal property taxes.
"TIF Areas" shall mean each of the six separate subareas within the Redevelopment Proj ect
Area as described on Exhibit D-1, and designated as TIF Project Area 1, TIF Project Area 2, TIF
Project Area 3, TIF Project Area 4, TIF Project Area 5, and TIF Project Area 6, respectively.
"TIF Indebtedness" means any bonds, refunding bonds, notes, loans, interim certificates,
debentures, anticipation notes, and advances of money or other indebtedness or obligations,
including interest and premium, if any, thereon, incurred by the Authority pursuant to the
Resolution and Article III hereof to provide financing for a portion of the TIF Project Costs and
secured in whole or in part by TIF Revenues. It is anticipated that the TIF Indebtedness as initially
issued by the Authority shall consist of the Authority's Tax-Increment Development Revenue
Bonds (Grand Island Conestoga Marketplace Project), will be issued as follows, unless Redeveloper
requests, in writing, the issuance of Tax-Increment Development Revenue Bonds with different
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principal amounts so long as the aggregate total of a11 Tax-Increment Development Revenue Bonds
issued do not exceed the total sum of $26,257,076.00), to wit:
TIF Project Area 1 202_ A TIF Project Area 1 Bond $7,413,655.00
TIF Project Area 2
TIF Project Area 3
TIF Project Area 4
TIF Project Area 5
TIF Project Area 6
202
202
202
202
202
B TIF Project Area 2 Bond $3,858,088.00
C TIF Project Area 3 Bond $2,521,638.00
D TIF Project Area 4 Bond $7,545,342.00
E TIF Project Area 5 Bond $2,327,489.00
F TIF Project Area 6 Bond $2,590,864.00
each in substantially the form set forth on E�ibit D-2 (collectively "TIF Bonds") and purchased and
funded by the Redeveloper as set forth in Section 3.04A of this Redevelopment Contract.
"TIF Indebtedness Proceeds" sha11 mean any net proceeds from the issuance of any and all
TIF Indebtedness. The proceeds of any Series of TIF Indebtedness may be allocated and used to
pay for or reimburse the Redeveloper for any TIF Project Costs on any TIF Project Area and shall
not be limited to payment of costs from which the TIF Indebtedness Proceeds were generated.
"TIF Period" shall mean the lesser of (i) the time period necessary to pay off any
outstanding TIF Indebtedness; or (ii) twenty (20) years after the applicable effective date of the
TIF Bond for such TIF Area.
."TIF Project" means the Private Improvements and Public Improvements to the
Community Redevelopment Area, as further described in Exhibit B-1, and, as used herein, shall
include the Redevelopment Project Property and additions and improvements thereto. The TIF
Project shall include all eligible costs and expenses as set forth on Exhibit G.
"TIF Project Cost Certification" means a statement prepared and signed by an authorized
representative of the Redeveloper verifying the Redeveloper has become legally obligated for the
payment of TIF Project Costs identified on Exhibit G.
"TIF Project Costs" means only costs or expenses incurred by Redeveloper in the
Community Redevelopment Area, as set forth on Exhibit B-1 for the purposes set forth in §18-
2103(28)(a) through (�, inclusive, including providing for such costs by the exercise of the powers
set forth in § 18-2107(4) of the Act, all as identified on Exhibit G. The final figures shown in
Exhibit G are estimates and subject to changes based upon specific site plans, design
specifications, City approvals and public regulations.
"TIF Revenues" means incremental ad valorem taxes generated within the Redevelopment
Project Area by the TIF Project which are to be allocated to and paid to the Authority pursuant to
the Act.
"Timeline" shall mean the timeline for the TIF Project as generally described on Exhibit I.
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Section 1.02 Construction and Interpretation.
The provisions of this Redevelopment Contract shall be construed and interpreted in
accordance with the following provisions:
(a) Whenever in this Redevelopment Contract it is provided that any person
may do or perform any act or thing the word "may" shall be deemed permissive and not
mandatory and it shall be construed that such person shall have the right, but shall not be
obligated, to do and perform any such act or thing.
(b) The phrase "at any time" shall be construed as meaning at any time or from
time to time.
(c)
limited to."
(d)
(e) The words "herein," "hereof," "hereunder", "hereinafter" and words of
similar import shall refer to the Redevelopment Contract as a whole rather than to any
particular paragraph, section or subsection, unless the context specifically refers thereto.
(� Forms of words in the singular, plural, masculine, feminine or neuter shall
be construed to include the other forms as the context may require.
The word "including" shall be construed as meaning "including, but not
The words "will" and "shall" shall be construed as mandatory.
(g) The captions to the sections of this Redevelopment Contract are for
convenience only and shall not be deemed part of the text of the respective sections and
shall not vary by implication or otherwise any of the provisions hereof.
ARTICLE II
FINDINGS AND REPRESENTATIONS
Section 2.01 Findings and Representations of Authoritv and City.
The Authority and City makes the following findings and representations:
(a) The Authority is a duly organized and validly existing community
redevelopment authority under the Act.
(b) The Redevelopment Plan has been duly approved by the City and adopted
by the Authority pursuant to Sections 18-2109 through 18-2117 of the Act.
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(c) The Authority and City deem it to be in the public interest and in furtherance
of the purposes of the Act to accept the proposal submitted by Redeveloper as specified
herein.
(d) The Master Project is expected to achieve the public purposes of the Act by
among other things, increasing employment, increasing investment, improving public
infrastructure, increasing the tax base, and lessening blighted and substandard conditions
in the Community Redevelopment Area and Enhanced Employment Area and other
purposes set forth in the Act.
(e) (1) The Redevelopment Plan is feasible and in conformity with the general
plan for the development of the City as a whole and the Redevelopment Plan is in
conformity with the legislative declarations and determinations set forth in the Act,
(2) the TIF Project would not be economically feasible without the use of
tax-increment financing;
(3) the Authority has documented the lack of economic feasibility by a
rate of return analysis provided by the Redeveloper; and
(4) the TIF Project would not occur in the Community Redevelopment Area
without the use of tax-increment financing.
(� The Authority has completed a cost-benefit analysis and has determined that
the costs and benefits of the TIF Project, including costs and benefits to other affected
political subdivisions, the economy of the community, and the demand for public and
private services have been analyzed by the Authority and have been found to be in the long-
term best interest of the community impacted by the TIF Project.
(g) The Authority and City have determined that the proposed land uses and
building requirements in the Redevelopment Proj ect Area and Enhanced Employment Area
are designed with the general purpose of accomplishing, in conformance with the general
plan, a coordinated, adjusted, aYd harmonious development of the City and its environs
which will, in accordance with present and future needs, promote health, safety, morals,
order, convenience, prosperity, and the general welfare, as well as efficiency and economy
in the process of development: including, among other things, adequate provision for
traffic, vehicular parking, the promotion of safety from fire, panic, and other dangers,
adequate provision for light and air, the promotion of the healthful and convenient
distribution of population, the provision of adequate transportation, water, sewerage and
other public utilities, schools, parks, recreational and community facilities, and other public
requirements, the promotion of sound design and arrangement, the wise and efficient
expenditure of public funds, and the prevention of the recurrence of insanitary or unsafe
dwelling accommodations, or conditions of blight.
(h) Pursuant to section 18-2147 of the Act the Redevelopment Project valuation
for any phase shall be the valuation for assessment of the taxable real property in the
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Redevelopment Project Area for the year prior to the effective date for such phase as
specified in section 3.01 A.
Section 2.02 Representations of Redeveloper.
The Redeveloper makes the following representations:
(a) The Redeveloper is a Nebraska limited liability company, having the power
to enter into this Redevelopment Contract and perform all obligations contained herein and
by proper action has been duly authorized to execute and deliver this Redevelopment
Contract. Prior to the execution and delivery of this Redevelopment Contract, the
Redeveloper has delivered to the Autharity a certificate of good standing, a copy of the
Redeveloper's Articles of Organization and Operating Agreement, and a copy of the
resolution or resolutions authorizing the execution and delivery of this Redevelopment
Contract.
(b) The execution and delivery of this Redevelopment Contract and the
consummation of the transactions herein contemplated will not conflict with or constitute
a breach of or default under any bond, debenture, note or other evidence of indebtedness
or any contract, loan agreement or lease to which Redeveloper is a party or by which it is
bound, or result in the creation or imposition of any lien, charge or encumbrance of any
nature upon any of the property or assets of the Redeveloper contrary to the terms of any
instrument or agreement.
(c) There is no litigation pending or to the best of its knowledge threatened
against Redeveloper affecting its ability to carry out the acquisition, construction,
equipping and furnishing of the Master Project or the carrying into effect of this
Redevelopment Contract or in any other matter materially affecting the ability to
Redeveloper to perform its obligations hereunder.
(d) The TIF Project would not be economically feasible without the use of tax-
increment financing.
(e) The TIF Project would not occur in the Community Redevelopment Area
without the use of tax-increment financing.
(� The Enhanced Employment Act Project within the Enhanced Employment
Area will result in at least fifteen (15) new employees and new investment of at least one
million dollars ($1,000,000.00), pursuant to Section 18-2116 of the Nebraska Revised
Statutes (Note: Hall County 2020 Census shows a population of 53,121).
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(g) No Series of TIF Indebtedness or Series of Enhanced Employment Act
Indebtedness shall be tax-exempt financing and no interest paid from any Series of TIF
Indebtedness or any Series of Enhanced Employment Act Indebtedness shall be exempt
from federal or state income taxation.
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(h) Redeveloper warrants and represents that the costs set forth on Exhibit G
are permitted costs under the Act and fit within the statutory definitions set forth in Section
18-2103(28)(a) through (�, inclusive, of the Nebraska Revised Statutes.
(i) Redeveloper warrants and represents that the costs set forth on Exhibit F are
permitted costs under the Enhanced Employment Act and the Act and fit within the
statutory definitions set forth in Section 18-2142.04(1)(a) of the Nebraska Revised Statutes.
(j) There is one single business in the Enhanced Employment Area that will
have one hundred thirty-five thousand square feet or more and said business shall comply
with the requirements of Section 18-2116 (2) of the Act.
(k) The Occupation T� Ordinance will make reasonable classification of
businesses, users of space, or kinds of transactions for purposes of imposing such
Occupation Tax, except that no Occupation Tax shall be imposed on any transaction which
is subject to tax under Nebraska Revised Statutes, sections 53-160, 66-489, 66-489.02, 66-
4,140, 66-4,145, 66-4,146, 77-2602, or 77-4008 or which is exempt from tax under section
77-2704.24.
(1) Redeveloper agrees and covenants for itself its successors and assigns that
it will not discriminate against any person or group of persons on account of race, sex,
color, religion, national origin, ancestry, disability, marital status or receipt of public
assistance in connection with the Master Project. Redeveloper, for itself and its successors
and assigns, agrees that during the construction of the Master Project, Redeveloper and for
as long thereafter as any TIF Indebtedness or Enhanced Employment Act Indebtedness is
outstanding will not discriminate against any employee or applicant for employment
because of race, religion, sex, color, national origin, ancestry, disability, marital status or
receipt of public assistance. Redeveloper will comply with all applicable federal, state and
local laws related to the Master Project.
(m) Redeveloper warrants and agrees that it will require any business that has
one hundred thirty-five thousand square feet or more and annual gross sales of ten million
dollars or more to provide an employer-provided health benefit of at least three thousand
dollars annually to all new employees who are working thirty hours per week or more on
average and have been employed at least six months for said business. In making such
determination, the Governing Body may rely upon written undertakings provided by any
owner of property within such area. To the extent that the Redeveloper, or any successor
in interest leases any portion of the Enhanced Employment Area to a business, Redeveloper
or its successor shall include a provision in such lease requiring the employer-provided
health benefit described in this subparagraph (m). Further, the conveyance of any lot or
lots in the Enhanced Employment Area shall be subject to the same provision related to
such health benefit.
(n) Redeveloper has not filed and does not intend to file an application to
receive tax incentives under the Nebraska Advantage Act or the ImagiNE Nebraska Act
for a project located or to be located within the Redevelopment Project Area; will not seek
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a refund of the City's local option sales tax revenue; and no application has been approved
under the Nebraska Advantage Act or the ImagiNE Nebraska Act related to the
Redevelopment Project Area.
ARTICLE III
THE PARTIES OBLIGATIONS RELATING TO TAX-INCREMENT FINANCING
A. OBLIGATIONS OF THE AUTHORITY AND CITY
Section 3.OlA Division of Taxes.
In accordance with Section 18-2147 of the Act and the terms of the Resolution, the
Authority hereby provides that any ad valorem tax on any Lot or Lots located in each phase of the
Redevelopment Project Area for the benefit of any public body be divided for a period of twenty
years after the applicable effective date of each phase as the case may be, as described in Section
18-2147 (1) of the Act and as more specifically defined below. The Private Improvements shall
be constructed in up to six (6) phases, with all phases constituting part of the Redevelopment
Project. The Timeline in Exhibit I contains the Redeveloper's current estimate of the projected
completion dates for the six phases at the time of the execution of this Redevelopment Contract. In
order to optimize the amount of the tax-increment financing for the TIF Project, each phase may
have a separate effective date for the division of ad valorem taxes (each, an"Effective Date"). For
clarification, all lots in each phase sha11 have the same Effective Date. The Effective Date for each
phase shall be identified in a Redevelopment Contract Amendment executed by the Chairman of
the Authority and the Redeveloper and delivered to the Authority, prior to July 1 in the calendar
year of the Effective Date, in the form attached hereto and incorporated herein by this reference as
Exhibit J The Chairman of the Authority is hereby authorized and directed to execute the
Redevelopment Contract Amendment on behalf of the Authority without the additional consent of
the City and the Authority. Provided a Redevelopment Contract Amendment is timely executed
and filed the Authority shall file with the Hall County Assessor the "Notice to Divide Taxes" on
or prior to August 1 in the calendar year of the Effective Date for each phase. Said taa�es shall be
divided as follows:
(a) That portion of the ad valorem tax on the real estate located within the TIF
Project Area 1 which is produced by levy at the rate fixed each year by or for each public
body upon the "redevelopment project valuation" (as defined in the Act) of the TIF Project
Area 1 shall be paid into the funds of each such public body in the same proportion as all
other taxes collected by or for the bodies; and
(b) That portion of the ad valorem tax on real property within the TIF Project
Area 1 in excess of such amount (the "Area 1 Incremental Ad Valorem Tax"), if any,
shall be allocated to, is pledged to, and, when collected, paid into a special fund of the
Authority (designated in the Resolution as the "Series 202 A TIF Project Area 1 Bond
Fund") to pay the principal of, the interest on, and any premium due in connection with the
Series 202_ A TIF Project Area 1 Bond. When such Bond, including interest and premium
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due have been paid, the Authority shall so notify the County Assessor and County
Treasurer and all ad valorem taxes upon real property within the TIF Project Area 1 shall
be paid into the funds of the respective public bodies.
(c) That portion of the ad valorem tax on the real estate located within the TIF
Project Area 2 which is produced by levy at the rate fixed each year by or for each public
body upon the "redevelopment project valuation" (as defined in the Act) of the TIF Project
Area 2 shall be paid into the funds of each such public body in the same proportion as all
other taxes collected by or for the bodies; and
(d) That portion of the ad valorem tax on real property within the TIF Project
Area 2 in excess of such amount (the "Area 2 Incremental Ad Valorem Tax"), if any,
shall be allocated to, is pledged to, and, when collected, paid into a special fund of the
Authority (designated in the Resolution as the "202 B TIF Project Area 2 Bond Fund") to
pay the principal of, the interest on, and any premium due in connection with the 202 B
TIF Project Area 2 Bond. When such Bond, including interest and premium due have been
paid, the Authority shall so notify the County Assessor and County Treasurer and all ad
valorem taxes upon real property within the TIF Project Area 2 shall be paid into the funds
of the respective public bodies.
(e) That portion of the ad valorem tax on the real estate located within the TIF
Project Area 3 which is produced by levy at the rate fixed each year by or for each public
body upon the "redevelopment project valuation" (as defined in the Act) of the TIF Project
Area 3 shall be paid into the funds of each such public body in the same proportion as all
other taxes collected by or for the bodies; and
(� That portion of the ad valorem tax on real property within the TIF Project
Area 3 in excess of such amount (the "Area 3 Incremental Ad Valorem Tax"), if any,
shall be allocated to, is pledged to, and, when collected, paid into a special fund of the
Authority (designated in the Resolution as the "202 C TIF Project Area 3 Bond Fund") to
pay the principal of, the interest on, and any premium due in connection with the 202 C
TIF Project Area 3 Bond. When such Bond, including interest and premium due have been
paid, the Authority shall so notify the County Assessor and County Treasurer and all ad
valorem taxes upon real property within the TIF Project Area 3 shall be paid into the funds
of the respective public bodies.
(g) That portion of the ad valorem tax on the real estate located within the TIF
Project Area 4 which is produced by levy at the rate fixed each year by or for each public
body upon the "redevelopment project valuation" (as defined in the Act) of the TIF Project
Area 4 shall be paid into the funds of each such public body in the same proportion as all
other taxes collected by or for the bodies; and
(h) That portion of the ad valorem tax on real property within the TIF Project
Area 4 in excess of such amount (the "Area 4 Incremental Ad Valorem Tax"), if any,
shall be allocated to, is pledged to, and, when collected, paid into a special fund of the
Authority (designated in the Resolution as the "202_ D TIF Project Area 4 Bond Fund") to
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pay the principal of, the interest on, and any premium due in connection with the 202 D
TIF Project Area 4 Bond. When such Bond, including interest and premium due have been
paid, the Authority shall so notify the County Assessor and County Treasurer and all ad
valorem taxes upon real property within the TIF Project Area 4 shall be paid into the funds
of the respective public bodies.
(i) That portion of the ad valorem tax on the real estate located within the TIF
Project Area 5 which is produced by levy at the rate fixed each year by or for each public
body upon the "redevelopment project valuation" (as defined in the Act) of the TIF Project
Area 5 shall be paid into the funds of each such public body in the same proportion as all
other taxes collected by or for the bodies; and
(j ) That portion of the ad valorem tax on real property within the TIF Proj ect
Area 5 in excess of such amount (the "Area 5 Incremental Ad Valorem Tax"), if any,
shall be allocated to, is pledged to, and, when collected, paid into a special fund of the
Authority (designated in the Resolution as the "202_ E TIF Project Area 5 Bond Fund") to
pay the principal of, the interest on, and any premium due in connection with the 202 E
TIF Project Area 5 Bond. When such Bond, including interest and premium due have been
paid, the Authority shall so notify the County Assessor and County Treasurer and all ad
valorem taxes upon real property within the TIF Project Area 5 shall be paid into the funds
of the respective public bodies.
(k) That portion of the ad valorem tax on the real estate located within the TIF
Project Area 6 which is produced by levy at the rate fixed each year by or for each public
body upon the "redevelopment project valuation" (as defined in the Act) of the TIF Project
Area 6 shall be paid into the funds of each such public body in the same proportion as all
other taxes collected by or for the bodies; and
(1) That portion of the ad valorem tax on real property within the TIF Project
Area 6 in excess of such amount (the "Area 6 Incremental Ad Valorem Tax"), if any,
shall be allocated to, is pledged to, and, when collected, paid into a special fund of the
Authority (designated in the Resolution as the "202 F TIF Project Area 6 Bond Fund")
to pay the principal of, the interest on, and any premium due in connection with the 202_
F TIF Project Area 6 Bond. When such Bond, including interest and premium due have
been paid, the Authority shall so notify the County Assessor and County Treasurer and all
ad valorem taxes upon real property within the TIF Project Area 6 shall be paid into the
funds of the respective public bodies.
Section 3.O1B. Last Date to File Redevelopment Contract Amendment.
No Redevelopment Contract Amendment shall be filed by Redeveloper or any successor
in interest after July 1, 2034.
Section 3.02A Issuance of TIF Indebtedness.
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The Authority shall authorize the issuance of the TIF Indebtedness in a series in the form
and stated aggregate principal amount and bearing interest and being subject to such terms and
conditions as are specified in the Resolution and this Redevelopment Contract. No TIF
Indebtedness will be issued until the Start Date.
Funding of each TIF Bond purchase shall be offset by a grant from the Authority to the
Redeveloper in the amount of the TIF Bond principal.
The Redeveloper sha11 purchase and fund each series of the TIF Indebtedness at a price
equal to the principal amount thereof, in a private placement satisfactory to the Authority as to its
terms and participants (including any pledgee thereo� upon issuance thereo£ Neither the
Authority nor the City shall have any obligation to provide for the sale of the TIF Indebtedness. It
is the sole responsibility of the Redeveloper to affect the sale of the TIF Indebtedness by
purchasing the TIF Indebtedness in accordance with the terms of this Redevelopment Contract and
the Resolution.
The Authority shall issue and deliver to the Redeveloper each series of TIF Bonds related
to a TIF Project Area when the Redeveloper shall file with the Authority a Redevelopment
Contract Amendment, in the form attached hereto and incorporated herein by this reference as
Exhibit J for the division of taxes pursuant to Section 18-2147 of the Act, for a TIF Project Area
prior to July 1 in the calendar year of the Effective Date.
Section 3.02B Debt Service for TIF Indebtedness.
The Authority shall, to the extent allowed by law, and then only to the extent funds are
lawfully available from TIF Revenues generated for each TIF Project Area, pay the debt service
on the TIF Indebtedness for such respective TIF Project Area, with interest at a rate per annum not
to exceed six and one-half percent (6.5%). Any debt service on the TIF Indebtedness (including
interest) to be paid from respective TIF Revenues allocated for each respective TIF Project Area
and shall not constitute a general obligation or debt of the City or Authority.
Section 3.03A Pled�e of TIF Revenues.
Under the terms of the Resolution, the Authority pledges 100% of the available annual TIF
Revenues from the each of the TIF Project Areas to the bond fund opposite of the project area
designation, to wit:
TIF Project Area 1 202_ A TIF Project Area 1 Bond Fund
TIF Project Area 2 202_ B TIF Project Area 2 Bond Fund
TIF Project Area 3 202_ C TIF Project Area 3 Bond Fund
TIF Project Area 4 202 D TIF Project Area 4 Bond Fund
TIF Project Area 5 202_ E TIF Project Area 5 Bond Fund
TIF Project Area 6 202_ F TIF Project Area 6 Bond Fund
Said pledge of TIF Revenues is made as security for and to provide payment of the respective TIF
Indebtedness as the same fall due (including payment of any mandatory redemption amounts set
far such TIF Indebtedness in accordance with the terms of the Resolution).
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Section 3.04A Purchase and Pledge of TIF Indebtedness/Grant of Net Proceeds of TIF
Indebtedness.
The Redeveloper agrees to purchase and fund each series of the TIF Indebtedness from the
Authority for a price equal to the principal amount thereof, payable as provided in Section 3.02A
and this Section 3.04A. The Redevelopment Plan provides for the Redeveloper to receive a grant
under this Redevelopment Contract. In accordance with the terms of the Redevelopment Plan the
Redeveloper shall receive a grant within 30 days of receipt, sufficient to pay the costs for
reimbursement of eligible and lawful TIF Project Costs as set forth on Exhibit G. The aggregate
maximum amount of all TIF Indebtedness and the Authority's pledge and grant shall not exceed
$26,257,076.00. Notwithstanding the foregoing, the aggregate amount of the TIF Indebtedness
and pledge and grant shall not exceed the amount of TIF Project Costs as certified pursuant to
Section 3.02C of this Redevelopment Contract. The Authority shall have no obligation to pledge
and provide grant funds from any source other than as set forth in the Resolution and this
Redevelopment Contract.
Section 3.OSA Creation of Funds.
In the Resolution, the Authority has provided for the creation of the following funds and
accounts which funds sha11 be held by the Authority separate and apart from all other funds and
moneys of the Authority and the City:
TIF Project Area 1
TIF Project Area 2
TIF Project Area 3
TIF Project Area 4
TIF Project Area 5
TIF Project Area 6
202_ A TIF Project Area 1 Bond Fund
202_ B TIF Project Area 2 Bond Fund
202_ C TIF Project Area 3 Bond Fund
202_ D TIF Project Area 4 Bond Fund
202_ E TIF Project Area 5 Bond Fund
202_ F TIF Project Area 6 Bond Fund
Section 3.06A Citv General Fund Grant Reimbursement.
(a) City agrees to timely provide the Authority the sum of up to $5,500,000,
pursuant to Section 18-2138 and Section 18-2140 of the Act for purposes of assisting in
the implementation of the Redevelopment Plan and as reimbursement in the design,
construction and implementation of the eligible Public Improvements identified in
paragraph 3.06A (e) below. The Authority shall grant those funds to the Redeveloper or
its lender if an assignment of said funds has been received by the City for reimbursement
of eligible costs paid by the Redeveloper but only for those Public Improvements identified
in paragraph 3.06A (e) below.
(b) Redeveloper shall provide City and Authority a detailed budget with
expenditure categories for all reimbursable Public Costs identified in paragraph 3.06A
prior to undertaking the construction of such improvements.
(c) Prior to Redeveloper constructing public access roadways, sewer main
extensions, water main extensions, electrical infrastructure or installation, modification or
relocation of storm water detention cells, and other Public Improvements located within
public rights-of-way or public easements, Redeveloper shall submit to the City Engineer
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engineering plans and specifications for such improvements. All such design and
construction shall be to City standards (Grand Island Public Works General Plans and
Specifications). The City Engineer must provide written approval of all final design plans,
construction documents and final building materials prior to start of construction or
purchase of materials.
(d) Said funds shall be set aside in an interest-bearing account, separate from
other funds of the City. The interest earned on such account shall be entirely for the benefit
of the City. Redeveloper shall submit invoices and proof of payment to the Authority for
items to be reimbursed from said account. The Hall County Regional Planning Director
shall approve or deny a request for reimbursement within fourteen (14) days of
Redeveloper's submittal of invoices and proof of payment. Upon the Planning Director's
approval, the invoices shall be submitted to the City Administrator for further approval or
denial within fourteen (14) days Planning Director's submittal. Thereafter, the City shall,
within ten (10) days of approval by the City Administrator, forward funds to the Authority.
The Authority shall, within ten (10) days of receipt of funds after its next regular meeting,
transfer such funds thereafter to the Redeveloper or its lender if an assignment of said funds
has been received by the Authority after its next regular meeting.
(e) Reimbursement requests shall be submitted no more than one time per
calendar month and shall be paid by the Autharity within sixty (60) days of receipt. The
request shall be signed by the manager of the Redeveloper or its designated party, for the
following public infrastructure improvements in the Community Redevelopment Area as
generally shown on Exhibit H, to wit:
1) Replacement, relocation or abandonment of the City's sanitary sewer collection
system, manholes and surface repair and acquisition, construction and
installation of other necessary improvements and betterments to the City's
sanitary sewer system and facilities.
2) Replacement, relocation or abandonment of the City's storm sewer collection
system, manholes and surface repair and acquisition, construction and
installation of other necessary improvements and betterments to the City's
storm system and facilities.
3) Replacement, relocation or abandonment of the City's drinking water main
distribution pipes, valves, vaults and surface repair and acquisition,
construction and installation of other necessary improvements and betterments
to the City's drinking water system and facilities.
4) Construction of 16th Street and Overland Street public easement area (Outlot
A as shown on Exhibit K) to City street construction standards as approved by
City Engineer.
5) Replacement and relocation (excavating new and filling existing cells) of City's
existing stormwater detention capacity, inclusive of stormwater piping
connecting the replacement detention cell facilities and not private piping.
6) Easement acquisition costs for Outlot A shown on Exhibit K and all public
easement and stormwater detention facilities shown on said Exhibit K.
7) Installation of electrical main conduit and transformer pads.
8) Sidewalk improvements.
9) Engineering fees for items 1 through 8 above on a pro rata basis for design and
engineering.
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PROVIDED, HOWEVER, IN ALL EVENTS THE TOTAL REIMBURSEMENT
HERELJNDER SHALL NOT EXCEED $5,500,000.00. The amount of costs on paragraph
3.06A (e) may shift between categories. The parties agree that any pledge and grant paid
pursuant to this paragraph 3.06A to the Redeveloper as reimbursement for the cost of the
public infrastructure improvements are for the benefit of the City and the public and are
granted pursuant to the contract provisions described herein and that such grant funds are
not under the dominion and control of the Redeveloper and should not be construed as
income to the Redeveloper under Internal Revenue Code Section 61 (I.R.C. § 61).
Any amounts paid for the professional fees, design fees attributable to the above list of
improvements shall qualify as reimbursable costs.
The amounts set forth above are reasonable best estimates at the time and it is agreed to and
understood that such estimates are subject to change as part of the specific site plans, design
specifications, locations, City approvals and public regulations. The reimbursable amounts
may be applied or reallocated to any one or all of the stated line items above, irrespective
of the costs set forth above, up to the total maximum reimbursable amount of $5,500,000.
(� No disbursement requests shall be made later than January l, 2029. Any
funds remaining in the account described in paragraph 3.06A (d) after said date shall revert
to the City free and clear of any obligation to the Authority, the Redeveloper or its lender.
Section 3.07A Grow Grand Island Fund Grant.
To the extent that the City or Authority receives "Grow Grand Island Funds" designated
for the Redevelopment Project the City and Authority agree to pay such funds to the Redeveloper
pursuant to the instructions of the Grow Grand Island governing committee.
Section 3.08A Authority General Fund Grant.
So long as Redeveloper is not in default under this Redevelopment Contract, the
Authority shall grant to the Redeveloper, or its lender if an assignment of said funds has been
received by the Authority, the sum of $200,000.00 on the 1 St day of November, 2023, and a like
sum on the same day of each succeeding year for a total of twenty payments, subject to the
Authority receiving annual City budget approval for said payment. Said payments shall be an aid
or reimbursement in the design, construction and implementation of the Redevelopment Project.
In the event, for any year the City does not provide such budget approval, then and in that event,
City shall make such timely payments on the dates listed above to the Redeveloper in lieu of the
same being made by the Authority. Said funds shall be utilized for reimbursement of eligible
expenditures as certified by the Redeveloper pursuant to Section 4.05. PROVIDED, HOWEVER,
IN ALL EVENTS, payments designated in this paragraph shall cease if Redeveloper has not
completed construction of TIF Project Area 1(Northern Mall), TIF Project Area 2(Anchor Tract),
and TIF Project Area 4(Multi-Family Apartments), on or before December 31, 2032. In the event
Redeveloper has not completed construction as set forth above, the Authority will retain the annual
payments until such time as construction is complete. Upon completion, Authority will release
��
the accrued retainage to Redeveloper within 30 days of issuance of the final certificate of
occupancy and shall resume any remaining annual payments to Redeveloper at the next regular
payment date. If construction is not completed by December 31, 2042, the Authority's obligation
to make the annual payments or to pay any accrued retainage to Redeveloper shall cease and
terminate.
B. OBLIGATIONS OF REDEVELOPER
Section 3.09A Construction of TIF Project and EEA Project. Redeveloper shall:
(a) Purchase the fee title to the Redevelopment Project Area and replat the
same, substantially in the form attached as Exhibit K.
(b) Demolish certain structures on the Redevelopment Project Area and prepare
the same for redevelopment pursuant to the Redevelopment Plan.
(c) Provide engineered drawings and plans for: (1) dedication of public
easement areas; (2) installation of a public access road on Outlot A as shown on Exhibit
K; (3) extension of public sanitary sewer mains; (4) potable water mains; (5) electrical
infrastructure; (6) storm water detention cells reshaping and relocation; and (7) public
sidewalks.
(d) After approval of the City Engineer of engineered drawings and plans and
materials, provide and pay for: (1) the timely installation of the extension of sanitary sewer
mains, potable water mains, electrical infrastructure, storm water detention cells and public
sidewalks and (2) "As built" set of plans and specifications including required test results
bearing the seal and signature of a registered professional engineer shall be filed with the
City's Engineer by Redeveloper prior to acceptance of such improvements by the City.
(e) Upon written request by the City execute and deliver a warranty deed of
conveyance to City for Outlot A and conveyance of all public easement and stormwater
detention facilities shown on Exhibit K at no additional costs. The City hereby approves
said transfer of Outlot A and easements to the City. Neither the Redeveloper nor any
successor in interest shall encumber said Outlot A. The obligation to convey Outlot A and
the easements shall expire on December 31, 2053.
(� Construct or provide for the construction of all Private Improvements
(described in the Redevelopment Plan) and Public Improvements in compliance with all
applicable local, state, and federal building and construction laws and codes. Redeveloper
and any subsequent purchaser of real estate in the Redevelopment Project Area is required
hereby to secure and maintain all permits and licenses necessary for its use of the
Redevelopment Project including, but not limited to, necessary building permits and
inspections.
(g) Nothing prevents Buyer from contesting the validity of any claim or lien in
any manner it chooses so long as such contest is pursued with reasonable diligence and
provided that a sufficient bond or security is posted with the Clerk of the district court
pursuant to Neb. Rev. Stat. § 52-142 to avoid or prevent foreclosure of such encumbrance
or lien.
(h) Nothing prevents Buyer from contesting the validity of any claim or lien in
any manner it chooses so long as such contest is pursued with reasonable diligence and
provided that a sufficient bond or security is posted with the Clerk of the district court
pursuant to Neb. Rev. Stat. § 52-142 to avoid or prevent foreclosure of such encumbrance
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or lien.
(i) Until construction of the Redevelopment Project has been completed, make
reports in such detail and at such times as may be reasonably requested by the Authority
as to the actual progress of Redeveloper with respect to construction of the Project. Such
reports shall include actual expenditures incurred as described on Exhibit E. Require any
general contractor chosen by the Redeveloper or any purchaser of a portion of the
Community Redevelopment Area, to obtain and keep in force at all times until completion
of construction, policies of insurance including coverage for contractors' general liability
and completed operations. The City, the Authority and the Redeveloper shall be named as
additional insureds. Any contractor chosen by the Redeveloper or the Redeveloper itself,
as owner, shall be required to purchase and maintain property insurance upon the Project
to the full insurable value thereof, excluding the value of the land. This insurance shall
insure against the perils of fire and extended coverage and shall include "All Risk"
insurance for physical loss or damage. The contractor with respect to any specific contract
or the Redeveloper shall also carry insurance on all stored materials. The contractor or the
Redeveloper, as the case may be, shall furnish the Authority and the City with a Certificate
of Insurance evidencing policies as required above. Such certificates shall state that the
insurance companies shall give the Authority prior written notice in the event of
cancellation of or material change in any of the policies. In the event any company acquires
an interest in Lot 3 shown on Exhibit K self-insures such insurance coverage and
requirements shall not be required.
(j) The Redeveloper agrees that Redeveloper, any purchasers of any interest in
the Redevelopment Project Area (with the exception of the purchaser of Lot 3 shown on
Exhibit K or its contractors) and any contractor for the improvements to be reimbursed as
a part of the improvements described in paragraph 3.09A(c) for the Community
Redevelopment Area shall be required to agree to use a federal immigration verification
system (as defined in §4-114, R.S. Supp. 2012) to determine the work eligibility status of
new employees physically performing services on the Redevelopment Project and to
comply with all applicable requirements of §4-114, R.S. Supp. 2012.
(k) Retain copies of all supporting documents that are associated with the
Redevelopment Plan or the construction of the Redevelopment Project and that are
received or generated by the Redeveloper for three years following the end of the last fiscal
year in which ad valorem taxes are divided and provide such copies to the City as needed
to comply with the City's retention requirements under section 18-2117.04 of the Act. For
purposes of this subsection, supporting document includes any cost-benefit analysis
conducted pursuant to section 18-2113 of the Act and any invoice, receipt, claim, or
contract received or generated by the Redeveloper that provides support for receipts or
payments associated with the division of taxes. This paragraph shall be binding on all
purchasers of any Lot in the Redevelopment Project Area.
(1) In the event the new to market approximately 148,000 SF retailer proposed
by Redeveloper as the anchor store for the Redevelopment Project does not acquire Lot 3
and begin construction by April 6, 2027, Redeveloper shall enter into all contractual
agreements necessary to provide for the construction and public opening or occupancy of
a replacement anchor store that is a new-to-market, not less than 100,000 square feet retail
store on or before December 31, 2032.
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Section 3.10A No Discrimination.
So long as the TIF Indebtedness or Enhanced Employment Act Indebtedness are outstanding
neither the Redeveloper nor any purchaser of an interest in the Redevelopment Project Area shall
discriminate against any person or group of persons on account of race, religion, sex, color, national
origin, ancestry, disability, marital status or receipt of public assistance in connection with the
Redevelopment Project. Redeveloper, its successors and transferees, agree that during the
construction of the Redevelopment Project, Redeveloper will not discriminate against any employee
or applicant for employment because of race, religion, sex, color, national origin, ancestry, disability,
marital status or receipt of public assistance, and further agrees to require that its contractor and
subcontractors shall agree to conform to said requirements. Redeveloper will comply with a11
applicable federal, state and local laws related to the Redevelopment Project. For purposes of this
paragraph, discrimination shall mean discrimination as defined by the laws of the United States and
the State of Nebraska.
Section 3.11A. Cost Certification.
Redeveloper sha11 submit to the Authority from time to time a TIF Project Cost Certification
certifying that a portion of the TIF Project or Redevelopment Improvement has been substantially
completed and certifying the actual costs incurred by the Redeveloper in the completion of such
portion of the TIF Project or Redevelopment Improvement. The Cost Certification shall be organized
in categories set forth on E�ibit G and shall include copies of invoices and cancelled checks showing
payment of the same. The parties agree that redevelopment expenditures will involve multiple TIF
Project Areas from time to time. To the extent possible Redeveloper will certify eligible costs
incurred in each TIF Project Area. Cost certification shall not be required for construction on Lots
conveyed to other parties, provided that, the Redeveloper shall still be entitled to receive TIF
Revenues from said Lots.
Section 3.12A. Termination.
Notwithstanding any contrary provision, the TIF Revenues shall cease upon expiration of
the applicable TIF Period or full repayment of the TIF Indebtedness, whichever period of time is
shorter. The provisions of Article III of this Redevelopment Contract shall terminate for the
respective TIF Project Area upon expiration of the TIF Period or full repayment of the TIF
Indebtedness, whichever period of time is shorter.
ARTICLE IV
THE PARTIES OBLIGATIONS RELATING TO
OCCUPATION TAX REVENUE BONDS
Section 4.01 Enhanced Emplovment Area.
The Authority hereby designates the Enhanced Employment Area as shown and legally
described on Exhibit C-1. The Enhanced Employment Area is eligible for the imposition of an
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occupation tax pursuant to the Enhanced Employment Act. New investment within the Enhanced
Employment Area will result in at least fifteen (15) new employees and new investment of at least
one million dollars ($1,000,000.00), pursuant to Section 18-2116 of the Nebraska Revised Statutes
(Note: Hall County 2020 Census shows a population of 53,534). The Enhanced Employment Area
does not exceed six hundred acres in size.
Section 4.02 Occupation Tax.
The City agrees to levy a general business occupation tax upon all businesses within the
Enhanced Employment Area for the purpose of paying the principal and interest of each series of
Enhanced Employment Act Indebtedness. Such occupation tax shall be established by the
Occupation Tax Ordinance, which shall be implemented for the Enhanced Employment Area and
shall remain effective for a period of 360 months, or such shorter time as is required to fully pay
the principal and interest on the Enhanced Employment Act Indebtedness for the Enhanced
Employment Area. The Occupation Taa� Ordinance shall provide that the effective date shall
commence the first day of the month that is after sixty days of the Start Date (the "Occupation
Tax Date") with the Authority for the Enhanced Employment Area. Beginning on the Occupation
Tax Date of the Enhanced Employment Area, and in each calendar month thereafter, the
occupation tax is imposed upon each and every person operating a business within the Enhanced
Employment Area. The amount of such tax shall be one- and one-half percent (1.50%) of all
transactions which the State of Nebraska is authorized to impose a tax as allowed by the Nebraska
Local Option Revenue Act for each calendar month derived from the businesses subject to this tax
as more particularly described in the Occupation Tax Ordinance, except that no Occupation Tax
shall be imposed on any transaction which is subject to tax under Nebraska Revised Statutes
sections 53-160, 66-489, 66-489.02, 66-4,140, 66-4,145, 66-4,146, 77-2602, or 77-4008 or which
is exempt from tax under section 77-2704.24. The Occupation Tax Ordinance shall provide that
failure to pay the occupation tax shall constitute a violation of the Ordinance and subject the
violator to a fine or other punishment as provided by the Ordinance.
Within the Enhanced Employment Area created by this Redevelopment Contract, any
business that has one hundred thirty-five thousand square feet or more and annual gross sales of
ten million dollars or more shall provide an employer-provided health benefit of at least three
thousand dollars annually to all new employees who are working thirty hours per week or more on
average and have been employed at least six months. In making such determination, the Governing
Body may rely upon written undertakings provided by any owner of property within such area.
Section 4.03 Issuance of Enhanced Employment Act Indebtedness.
After the execution of this Redevelopment Contract, the adoption of the Bond Resolution,
and the date the Occupation Tax Ordinance has been lawfully adopted, the Authority shall issue
its Enhanced Employment Act Indebtedness in substantially the form shown on the attached
Exhibit C-2 ("Occupation Tax Revenue Bond") and for a term that is not to exceed 360 months,
that is payable during the Enhanced Employment Act Period for the Enhanced Employment Area.
Each series of Enhanced Employment Act Indebtedness shall be purchased and funded by the
Redeveloper. The Authority hereby pledges and grants to the Redeveloper, or its lender if an
assignment of said funds has been received by the Authority, the amount of each such Series of the
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Enhanced Employment Act Indebtedness as an offset against the purchase price thereof. The
Enhanced Employment Act Indebtedness shall specifically provide that any shortfall in anticipated
Enhanced Employment Act Tax Revenues from the businesses within the Enhanced Employment
Area for any reason whatsoever, specifically including a decline in taa�able receipts within the
Enhanced Employment Area or termination of the Enhanced Employment Act Period, shall be
borne entirely by the Redeveloper without recourse of any kind against the City or Authority. The
City Administrator on behalf of the City and Authority shall have the authority to determine all
the other necessary and reasonable details and mechanics of the Enhanced Employment Act
Enhanced Employment Act Indebtedness, Enhanced Employment Act Tax Revenues, City
Enhanced Employment Act Project Accounts and the pledges and grants of funds for the eligible
Enhanced Employment Act Costs. Upon the expiration of the said 360 months, any outstanding
balance of principal or interest of the Enhanced Employment Act Indebtedness shall be forfeited
and forgiven.
Section 4.04 Enhanced Em�lovment Act Tax Revenues.
The City will impose this occupation tax authorized by the Enhanced Employment Act to
generate the Enhanced Employment Act Tax Revenues to be derived from the occupation taxes of
the businesses located within the Enhanced Employment Area as determined in the manner
provided for in the Community Development Law. The City and Authority shall work with the
Nebraska Department of Revenue, if necessary, to facilitate the operation of the occupation tax
and to secure the Redeveloper receipt of the Enhanced Employment Act Tax Revenues from such
occupation tax. All Occupation Tax Revenues, less 0.5% administrative fees retained by the City,
shall be paid to the Authority and shall be used by the Authority to pay the principal and interest
on the Enhanced Employment Act Indebtedness.
Section 4.05 EEA Cost Certification.
Redeveloper (and any third party that receives title to a Lot from the Redeveloper) shall submit
to the Authority from time to time an EEA Proj ect Cost Certification for any requested reimbursement
certifying that a portion of the Enhanced Employment or Redevelopment Improvement has been
substantially completed and certifying the actual costs incurred by the Redeveloper in the completion
of such portion(s) of the Enhanced Employment Area or Redevelopment Improvement of invoices
and cancelled checks showing payment of the same. The parties agree that redevelopment
expenditures will involve the Enhanced Employment Area from time to time.
Section 4.06 Debt Service for Enhanced Emplovment Act Indebtedness.
The Authority shall, to the extent allowed by law, and then only to the extent funds are
lawfully available from Enhanced Employment Act Tax Revenues generated for the Enhanced
Employment Area, pay the debt service on the Enhanced Employment Act Indebtedness for the
Enhanced Employment Area, with interest at a rate per annum not to exceed six and one-half
percent (6.5%). Any debt service on the Enhanced Employment Act Indebtedness (including
interest) to be paid from respective Enhanced Employment Act Tax Revenues allocated for the
Enhanced Employment Area and shall not constitute a general obligation or debt of the City or
Authority. Any such occupation tax shall remain in effect during the applicable Enhanced
Employment Act Period.
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Section 4.07 Deficiency in Enhanced Employment Act Tax Revenues.
Any shortfall in anticipated Enhanced Employment Act Tax Revenues far any reason
whatsoever, specifically including a decline in occupation taxable receipts within the Enhanced
Employment Area shall be borne entirely by the Redeveloper without recourse of any kind against
the City and/or Authority. In the event the Enhanced Employment Act Indebtedness for the
Enhanced Employment Area are not retired in full at the end of the Enhanced Employment Act
Period, any remaining Enhanced Employment Act Indebtedness shall be forgiven. In the event that
any deficiency payments made by the Redeveloper as required by this subsection or any interest
that has accrued thereon have not been repaid at the end of the Enhanced Employment Act Period,
Redeveloper agrees that neither the City nor Authority shall be liable for payment of said shortfall
or deficiency amounts. The Redeveloper, at its expense, shall assume said shortfall or deficiency,
but the Redeveloper shall not be liable to the Authority or City for such shortfall or deficiency.
Section 4.08 Dutv to Maintain.
During the Enhanced Employment Act Period, Redeveloper (or a duly created Shopping
Center Association), at its cost, subject to reimbursement for Enhanced Employment Act Project
Costs from any available Enhanced Employment Act Proceeds as described herein, shall,
following construction of the Enhanced Employment Act Projects use its reasonable efforts to (a)
maintain the same in good order and condition and state of repair in accordance with the best
prevailing standards from time to time for retail developments and improvements of similar size,
kind and quality in Grand Island, Nebraska, and (b) maintain the related grounds in a safe and
sanitary condition including, but not limited to, sweeping and removal of trash, litter and refuse,
repair and replacement of paving as reasonably necessary, maintenance of landscaped areas
(including replacement and replanting), removal of snow and ice from sidewalks, driveways,
parking areas, and private roadways, in order to keep the same free from dilapidation or
deterioration and free from conditions which endanger life or property by fire or other causes. In
addition, the Redeveloper's (or a duly created Shopping Center Association's) duty to maintain
the Enhanced Employment Act Project with the Enhanced Employment Area during the Enhanced
Employment Act Period shall include the following:
(a) The standard of maintenance for the Enhanced Employment Area shall be
comparable to the standards of maintenance, repair and replacement followed in other good
quality retail developments in Grand Island, Nebraska.
(b) Maintaining, repairing and replacing all paved surfaces of the Enhanced
Employment Area in a reasonably smooth and evenly covered condition, which
maintenance work shall include, without limitation, cleaning, sweeping, restriping,
repairing and resurfacing any paved surfaces as reasonably necessary.
(c) Removing of all filth, paper and refuse to the extent necessary to keep the
Enhanced Employment Area in a clean and orderly condition.
(d) Placing, keeping in repair and replacing when reasonably necessary any
appropriate directional signs, markers and lines.
(e) Keeping in repair and replacing when reasonably necessary such lighting
facilities as may be installed on the Enhanced Employment Area.
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(� Maintaining all finished landscaped areas, repairing irrigation systems and
water lines, and replacing shrubs and other finished landscaping as reasonably necessary;
provided, however, that nothing in this Redevelopment Contract shall obligate the
Redeveloper (or a duly created Shopping Center Association) to landscape any portion of
an unimproved real estate prior to the date it is improved.
(g) Cleaning, maintaining and repairing of all sidewalks.
(h) Maintaining in good and safe condition and state of repair any building
exterior improvements located thereon.
Section 4.09 Reimbursement of Grants.
In the event Redeveloper fails to maintain the Redeveloper's Enhanced Employment Act
Project as provided in Section 4.08 above, and the Redeveloper fails to cure such breach within
thirty (30) days after receiving written notice specifying the manner in which the Redeveloper has
breached this Redevelopment Contract from the Authority, or such longer period if such deficiency
cannot reasonably be cured within such thirty (30) day period, then such duty to maintain shall be
considered a violation of the City of Grand Island Property Maintenance Code, and the City and/or
Authority shall have the right to enforce Redeveloper's duty to maintain as provided in the City of
Grand Island Code, or by any other means provided by law.
Section 4.10 Agreement to Pa, Taxes.
Redeveloper agrees to use commercially reasonable efforts to require its tenants located
within the Enhanced Employment Area to pay all occupation taxes levied upon the Enhanced
Employment Area and improvements thereon prior to the time the taxes become delinquent.
Redeveloper shall include this requirement in all tenant leases of space located within the
Enhanced Employment Area. This contractual obligation to pay such occupation taa�es prior to
delinquency shall cease upon expiration of the Enhanced Employment Act Period or so long as
the Occupation Tax Revenue Bond remains outstanding whichever period of time is shorter.
Section 4.11 City and Authority Not Liable for Deficiency.
Any debt service on the Enhanced Employment Act Indebtedness (including interest) to be
paid from Enhanced Employment Act Tax Revenues shall not constitute a general obligation or
debt of the City or Authority. Neither the City nor Authority shall be liable for any deficiency or
shortfall in the anticipated collection of the occupation tax revenue collected in the Enhanced
Employment Area. The Redeveloper, at its expense, shall assume said shortfall or deficiency, but
the Redeveloper shall not be liable to the Authority or City for such shortfall or deficiency.
Section 4.12 Insurance Damage or Destruction of the Enhanced Em l�oyment Act Project.
During the Enhanced Employment Act Period, Redeveloper shall include by restrictive
covenant an enforceable obligation on the Redeveloper or other owner or tenant in possession to
maintain property insurance on an extended coverage all-risk basis in an amount not less than the
replacement value of the Enhanced Employment Act Project, less the value of the land, allowing
for reasonable coinsurance clauses and deductibles and also subject to the Redeveloper or other
.►�•�
owner or tenant's obligation to restore the Enhanced Employment Act Project to its prior condition
within fifteen (15) months from the date of the damage or destruction, diligently pursuing the same
to completion. In the event any company acquires an interest in Lot 3 shown on Exhibit K may
self-insure and, in that event, such insurance coverage and requirements shall not be required.
Section 4.13 Termination.
Notwithstanding any contrary provision, the occupation tax upon the businesses within the
Enhanced Employment Area shall cease upon expiration of the applicable Enhanced Employment
Act Period or full repayment of the Enhanced Employment Act Indebtedness, whichever period of
time is shorter. The provisions of Section 4.1 through 4.12 of this Redevelopment Contract shall
terminate for the Enhanced Employment Area upon expiration of the Enhanced Employment Act
Period or full repayment of the Enhanced Employment Act Indebtedness, whichever period of time
is shorter. Upon termination of the Enhanced Employment Area Designation under this provision,
the City shall terminate collection of any Enhanced Employment Area Occupation Tax and further
terminate and shall be relieved of any obligation to make payment under the Enhanced
Employment Area Indebtedness for such terminated area.
ARTICLE V
FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES
Section 5.01 Financin�.
Redeveloper shall pay all costs related to the redevelopment of the Redevelopment Project
Area, the Redevelopment Project Property, and Enhanced Employment Area which are in excess
of the amounts paid from the proceeds of the grants to the Redeveloper that are provided in Section
3.07A and Section 3.08A and from the grant proceeds of the TIF Indebtedness and Enhanced
Employment Act Indebtedness. Redeveloper shall timely pay all costs, expenses, fees, charges
and other amounts associated with the Redevelopment Project.
ARTICLE VI
RELOCATION AND CONSENT
Section 6.01 Relocation.
Redeveloper, at its cost, shall be responsible to pay any required tenant relocation costs as
required by any federal, state or local relocation laws, including but not limited to, the Nebraska
Relocation Assistance Act (Neb. Rev. Stat. Section 76-12114 et seq.) (collectively "Relocation
Laws"), in order to implement the Master Project within the Redevelopment Project Area and the
Enhanced Employment Area. Such cost shall include but shall not be limited to legal and
consultants fees and any and all damage awards.
Section 6.02 Consent.
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Redeveloper hereby covenants that the owners of the Existing Red Lobster property and
Existing Wells Fargo property have covenanted and consented with respect to the designation of
the properties set forth in Exhibit C-1, and incorporated herein by this reference, as an enhanced
employment area pursuant to Section 18-2119 of the Act and as a Redevelopment Project under
the Act, and such covenant and consent shall be binding upon all future owners of the Enhanced
Employment Area.
ARTICLE VII
DEFAULT, REMEDIES; INDEMNIFICATION
Section 7.01 General Remedies of Authority and Redevelo�er.
Subject to the further provisions of this Article VII, in the event of any failure to perform
or breach of this Redevelopment Contract or any of its terms or conditions, by any party hereto or
any successor to such party, such party, or successor, shall, upon written notice from the other,
proceed immediately to commence such actions as may be reasonably designed to cure or remedy
such failure to perform or breach which cure or remedy shall be accomplished within a reasonable
time by the diligent pursuit of corrective action. Any curing of any default or breach by a Mortgage
Holder of Redeveloper shall be deemed to be a curing by Redeveloper. In case such action is not
taken, or diligently pursued, or the failure to perform or breach shall not be cured or remedied
within a reasonable time, this Redevelopment Contract shall be in default and the aggrieved party
may institute such proceedings as may be necessary or desirable to enforce its rights under this
Redevelopment Contract, including, but not limited to, proceedings to compel specific
performance by the party failing to perform or in breach of its obligations. The Redeveloper hereby
acknowledges and agrees that the Authority shall have completed its required performances and
satisfied all of its obligations under this Redevelopment Contract upon the issuance of the TIF
Indebtedness and Enhanced Employment Act Indebtedness, the subsequent payment of grant
amounts to the Redeveloper as set forth in this Redevelopment Contract, the payment of all the
TIF Revenues and Enhanced Employment Act Tax Revenues described in this Redevelopment
Contract and the payments under Section 3.08A.
Section 7.02 Additional Remedies of Authoritv.
The following Redeveloper "event of default" of (a) or (b) below shall trigger the additional
remedy described in this Section:
(a) the Redeveloper, or its successor in interest, shall fail to commence the
construction of the improvements included in the TIF Project Costs and/or Enhanced
Employment Act Project Costs on or before December 31, 2024, or shall abandon
construction work related to the aforementioned costs, once commenced, for any period of
180 days, excepting delays caused by inclement weather, or forced delay as set forth in
Section 7.04; and
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(b) the Redeveloper, or its successor in interest, shall fail to pay real estate t�es or
assessments on the Redevelopment Project Property owned by the Redeveloper or
any part thereof when due; provided that, such failure to pay real estate taxes or
assessment shall not apply to Lots that the Redeveloper conveys to other parties.
The Redeveloper "event of default of (a) or (b) above shall be subject to the Redeveloper's
curative rights described in Section 7.01 above.
In the event of such Redeveloper's failure to perform, breach or default occurs for
Redeveloper "event of default of (a)" above and is not cured in the period herein provided, the
parties agree that the damages caused by such "event of default" to the Authority would be difficult
to determine with certainty and that a reasonable estimation of the amount of damages that could
be incurred is the amount of the grant to Redeveloper pursuant to Section 3.04A and 4.03 of this
Redevelopment Contract, less any reductions in the principal amount of the TIF Indebtedness and
Enhanced Employment Act Indebtedness, plus interest on such amounts as provided herein (the
"Liquidated Damages Amount (a)"). Upon the occurrence of an event of default, the Liquidated
Damages Amount (a) shall be applied as a reduction to the outstanding principal amount of the
applicable indebtedness.
In the event of such Redeveloper's failure to perform, breach or default occurs for
Redeveloper "event of default of (b)" above and is not cured in the period herein provided, the
parties agree that the damages caused by such "event of default" to the Authority would be difficult
to determine with certainty and that a reasonable estimation of the amount of damages that could
be incurred is the amount of the grant to Redeveloper pursuant to Section 3.04A of this
Redevelopment Contract, less any reductions in the principal amount of the TIF Revenues, plus
interest on such amounts as provided herein (the "Liquidated Damages Amount (b)"). Upon the
occurrence of an event of default, the Liquidated Damages Amount (b) shall be applied as a
reduction to the outstanding principal amount of the TIF Indebtedness.
Payment of the Liquidated Damages Amount shall only apply to the Redeveloper and not
to any other parties. Payment of the Liquidated Damages Amount not relieve Redeveloper of its
obligation to pay real estate taxes, occupation taxes, or assessments with respect to the
Redevelopment Project Property, the Project, and the Enhanced Employment Area.
Section 7.03 Remedies in the Event of Other Redeveloper Defaults.
In the event the Redeveloper fails to perform any other provisions of this Redevelopment
Contract (other than those specific provisions contained in Section 7.02), the Redeveloper shall be
in default. In such an instance, the Authority may seek to enforce the terms of this Redevelopment
Contract or exercise any other remedies that may be provided in this Redevelopment Contract or
by applicable law; provided, however, that any defaults covered by this Section shall not give rise
to a right or rescission on termination of this Redevelopment Contract and shall not be covered by
the Liquidated Damages Amount.
Section 7.04 Forced Dela�yond Partv's Control.
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For the purposes of any of the provisions of this Redevelopment Contract, neither the
Authority nor the Redeveloper, as the case may be, nor any successor in interest, shall be
considered in breach of or default in its obligations with respect to the conveyance or preparation
of the Redevelopment Project Area and Enhanced Employment Area or any part thereof for
redevelopment, or the beginning and completion of construction of the TIF Project and Enhanced
Employment Area Project, or progress in respect thereto, in the event of forced delay in the
performance of such obligations due to unforeseeable causes beyond its control and without its
fault or 9.08
, including, but not restricted to, acts of God, pandemics, or of the public enemy, acts of the
Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight
embargoes, and unusually severe weather or delays in subcontractors due to such causes or delays
in the issuance of any necessary permits and other governmental approvals; any delay caused by
any action, inaction, order, ruling, moratorium, regulation, statute, condition or other decision of
any governmental agency having jurisdiction over any portion of the Redevelopment Project Area,
over the construction anticipated to occur thereon or over any uses thereof, or by delays in
inspections or in issuing approvals by private parties or permits by governmental agencies,
governmental requirements and/or shutdowns, or other labor disputes, damage to work in progress
by reason of fire or other casualty, unavailability of labor or materials, default of general contractor
or other contractors, or causes beyond the reasonable control of a party then, it being the purpose
and intent of this provision that in the event of the occurrence of any such forced delay, the time
or times for performance of the obligations of the Authority or of the Redeveloper with respect to
construction of the Master Project, as the case may be, shall be extended for the period of the
forced delay: Provided, that the party seeking the benefit of the provisions of this section shall,
within thirty (30) days after the beginning of any such forced delay, have first notified the other
party thereto in writing, and of the cause or causes thereof and requested an extension for the
period of the forced delay. The provisions of this Section will not operate to excuse any party from
the prompt payment of any monies required by this Redevelopment Contract.
Section 7.05 Limitations of Liability; Indemnification.
Notwithstanding anything in this Article VII or this Redevelopment Contract to the
contrary, neither the City's or Authority's, respective elected officials, officers, directors,
appointed officials, employees, agents or their governing bodies shall have any pecuniary
obligation or monetary liability under this Redevelopment Contract. The sole obligation of the
Authority and the City under this Redevelopment Contract shall be those covenants, promises,
pledges, grants, responsibilities and liabilities stated herein. The Redeveloper releases the City and
Authority from, agrees that neither the City nor Authority shall be liable for, and agrees to
indemnify and hold the City and Authority harmless from any liability for any loss or damage to
property or any injury to or death of any person that may be occasioned by any cause whatsoever
pertaining to the Master Project; provided that, the Redeveloper's indemnification under this
paragraph shall not apply to intentional misconduct and acts or omissions of the Authority, City
or their respective elected officials, officers, directors, appointed officials, employees, agents and
members of their governing bodies and further provided that, this indemnification shall only apply
to the Redeveloper and not to any other parties.
30
Redeveloper agrees to indemnify and hold City and Authority harmless to the extent of any
payments in connection with carrying out completion of the Enhanced Employment Act Project
the City may make, for failure of Redeveloper to make payments of all amounts lawfully due to
all persons, firms, or organizations who performed labor or furnished materials, equipment, or
supplies used in construction of the Enhanced Employment Act Project; provided that, the
Redeveloper's indemnification under this paragraph shall not apply to intentional misconduct and
negligent acts or omissions of the Authority, City or their respective elected officials, officers,
directors, appointed officials, employees, agents and members of their governing bodies and
further provided that, this indemnification shall only apply to the Redeveloper and not to any other
parties.
Redeveloper agrees to indemnify and hold City and Authority harmless for failure of
Redeveloper to make payments of all amounts lawfully due to all persons, firms, or organizations
under the Relocation Laws in connection with or implementation of the Master Project within the
Redevelopment Project Area and the Enhanced Employment Area.
The Redeveloper will indemnify and hold each of the City and Authority and their
respective elected officials, directors, officers, appointed officials, agents, employees and members
of their governing bodies free and harmless from any loss, claim, damage, demand, tax, penalty,
liability, disbursement, expense (excluding litigation expenses, attorneys' fees and expenses, or
court costs), arising out of any damage or injury, actual or claimed, of whatsoever kind or
character, to property (including loss of use thereo� or persons, occurring or allegedly occurring
in, on or about that portion of the Master Project owned by the Redeveloper, during the term of
this Redevelopment Contract or arising out of any action or inaction of Redeveloper, related to
activities of the Redeveloper or its agents during the construction of the public infrastructure or
public right of ways in the Master Project; provided that, the Redeveloper's indemnification under
this paragraph shall not apply to intentional misconduct and negligent acts or omissions of the
Authority, City or their respective elected officials, officers, directors, appointed officials,
employees, agents and members of their governing bodies and further provided that, this
indemnification shall only apply to the Redeveloper and not to any other parties. The City and
Authority do not waive their governmental immunity by entering into this Redevelopment
Contract and fully retain all immunities and defenses provided by law.
ARTICLE VIII
MORTGAGE FINANCING; RIGHTS OF MORTGAGEES
Section 8.01 Mortgage Holder Obli atg ions.
Each Mortgage Holder who obtains title to the Redevelopment Project Area or any part
thereof as a result of foreclosure or other judicial proceedings or action in lieu thereof shall not be
obligated by and shall be exempted from those provisions of this Redevelopment Contract which
require design, construction and completion of the Redeveloper Improvements. The above
exemption shall not run in favor of any purchaser at foreclosure or judicial sale other than the
Mortgage Holder; nor in favor of any person who subsequently obtains title to the Redevelopment
Project Area or any part thereof from the Mortgage Holder; provided, however, no person,
31
including the Mortgage Holder may devote the Redeveloper Improvements thereon or any part
thereof to any use or construct any improvements thereon other than those uses and improvements
provided and permitted in accordance with this Redevelopment Contract.
Section 8.02 Copv of Notice of Default to Mortgage Holder.
Whenever the City or Authority shall deliver any notice or demand to Redeveloper with
respect to any breach or default by Redeveloper of its obligations or covenants in this
Redevelopment Contract, the City or Authority shall at the same time forward a copy of such
notice or demand to each Mortgage Holder of any Mortgage at the last address of such Mortgage
Holder as shown in the records of the Register of Deeds of Hall County, Nebraska or as provided
to the City or Authority by such Mortgage Holder.
Section 8.03 Mortgage Holder's Option to Cure Defaults.
If thirty (30) days after notice or demand with respect to any breach of default as referred
to in Section 701, such breach or default remains uncured, each such Mortgage Holder shall have
the right, at its option, to cure or remedy such breach or default within sixty (60) days after the
notice or demand as referred to in Section 701, and to add the cost thereof to the mortgage debt
and the lien of its mortgage. If the Mortgage Holder commences efforts to cure the default within
such period and the default cannot, in the exercise of due diligence, be cured within such period,
the holder shall have the right to diligently continue to cure the default. In the event the Mortgage
Holder fails to cure, then the City or Authority shall have the remedies provided for in this
Redevelopment Contract.
Section 8.04 Termination of Provisions.
The provisions of this Article VIII shall terminate upon completion of Redeveloper
Improvements.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Notice Recordin�.
This Redevelopment Contract shall be recorded in the office of the Register of Deeds of
Hall County, Nebraska as required by Section 18-2119 (2) of the Act immediately after the Start
Date.
Section 9.02 Governing Law.
This Redevelopment Contract shall be governed by the laws of the State of Nebraska,
including but not limited to the Act.
Section 9.03 Assignment or Convevance.
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That prior to the completion of the Redevelopment Improvements, this Redevelopment
Contract shall not be assigned by the Redeveloper without the written consent of the Authority.
Such consent shall not be unreasonably withheld, conditioned or delayed. Redeveloper may assign
this Redevelopment Contract as it touches or concerns a Lot that the Redeveloper conveys to a
third party; provided that, the Redeveloper shall remain responsible for its performance of the
Redevelopment Contract that touches or concerns such Lot, unless the City and Authority
specifically releases the Redeveloper from said performance. Redeveloper agrees that it shall not
convey any Lot or any portion thereof or any structures thereon to any person or entity that would
be exempt from payment of real estate taxes, and that any application for any structure, or any
portion thereof, to be taxed separately from the underlying land of any Lot, shall still be subject to
Section 7.01 and Section 18-2147 of the Act.
Section 9.04 Binding Effect: Amendment.
This Redevelopment Contract shall be binding on the parties hereto and their respective
successors and assigns. The Redevelopment Contract shall not be amended except by a writing
signed by the party to be bound.
Section 9.05 Effective Date and Implementation of Redevelopment Contract.
This Redevelopment Contract is in full force and effect from and after the date of execution
hereof by both the Redeveloper and the Authority.
Section 9.06 Notices to Parties.
Notices to Parties shall be mailed by certified U. S. Mail, return receipt requested, postage
prepaid, to the following addresses:
To Redeveloper:
Woodsonia Hwy 281, LLC
Attention: Manager
c/o Woodsonia Real Estate, Inc.
20010 Manderson Street, Suite 101
Elkhorn, NE 68022
With Copy to:
Kent Seacrest
Seacrest & Kalkowski, PC, LLO
1128 Lincoln Mall, Suite 105
Lincoln, NE 68508
And
To Authority and City:
Grand Island City Clerk
33
100 E. 1 St Street
Grand Island, NE 68801
With Copy to:
Michael L. Bacon
Bacon, Vinton & Venteicher Attorneys
P.O. Box 208
Gothenburg, NE 6913 8
Section 9.07 Grants.
The City, Authority and Redeveloper agree that any grant paid hereunder to the
Redeveloper as reimbursement for the cost of the Public Improvements are for the benefit of the
City, Authority and the public and are granted pursuant to the contract provisions described herein
and that such grant funds are not under the dominion and control of the Redeveloper and should
not be construed as income to the Redeveloper under the Internal Revenue Code Section 61 (I.R.C.
§ 61). Notwithstanding any contrary provisions herein, any grant(s) described in this
Redevelopment Contract will be timely made by the applicable governmental entity even if the
Redevelopment Improvements are still being implemented and/or under construction.
Section 9.08 Authority's Authorized to Acquire Real PropertX.
This Redevelopment Contract provides for the Redeveloper's and other commercial
entities' assemblage and acquisition of desirable or necessary parcels, fee titles, easements, leases,
covenants and other property rights (collectively "Real Property Interests") in order to
implement the Redevelopment Project. The Redeveloper will use its best and reasonable efforts to
acquire or enter into agreements to acquire the Real Property Interests to implement the
Redevelopment Project on or before or before February 1, 2023, and continues such efforts
thereafter. After February 1, 2023, the Authority is authorized to assemble and acquire any
remaining Real Estate Interests through voluntary negotiation in order to assist in repairs or
rehabilitation of structures or improvements or to carry out plans for a program of voluntary or
compulsory repair and rehabilitation of buildings or other improvements within the Community
Redevelopment Area. If voluntary agreement is not possible and, to the extent permitted by law,
the Authority is authorized to use its eminent domain powers and will institute condemnation
proceedings, if necessary. Redeveloper may request in writing that the Authority condemn the
required Real Property Interests. In the event the request includes Real Estate Interests within the
Enhanced Employment Area, then the redevelopers shall also request in writing for the Authority
to terminate the designation of the real estate underlying the Real Property Interest as an Enhanced
Employment Area. The Redeveloper shall additionally deliver to the Authority the sums the
Authority shall, in its absolute and sole discretion, deemed necessary to prosecute and pay for such
condemnation. Upon completion of the above Redeveloper's responsibilities listed above, the
34
Authority shall use its eminent domain powers and in a timely manner institute the necessary
condemnation proceedings and prosecute the same to the extent permitted by law the applicable
condemnation proceeding for the requested Real Estate Interests. If the Authority elects to sell
and convey of any Real Property Interests that the Authority assembled and acquired, then the
Authority shall sell the acquired Real Property Interests at fair value as required by the Act. Any
fair value sales proceeds will then be expended by the Authority to the extent permitted by law to
either (i) fund eligible Redevelopment Project Improvements as described in this Redevelopment
Contract and/or (ii) reimburse the Redeveloper for prior Redevelopment Project Improvements
expenditures.
Section 9.09 Recordin�.
This Redevelopment Contract shall be recorded immediately after the Start Date with
the Register of Deeds of Hall County, Nebraska, against the Redevelopment Project Area, at the
Redeveloper's expense.
Section 9.10 Penal Bond.
Before commencing any work, the Redeveloper shall provide a penal bond in the
amount of $10,000 with good and sufficient surety to be approved by the Authority, conditioned
that the Redeveloper shall at all times promptly make payments of all amounts lawfully due to all
persons supplying or furnishing to any contractor or his or her subcontractors (for each contract
entered into by Redeveloper related to TIF Project Costs and Enhanced Employment Act Costs)
with labor or materials performed or used in the prosecution of the work provided for in such
contract, and will indemnify and save harmless the Authority to the extent of any payments in
connection with the carrying out of such contracts which the Authority may be required to make
under the law.
Section 9.11 Publiclv Traded Compan ;�gnment and Assum tp ion.
Redeveloper is negotiating and intends to execute a Purchase Agreement with a publicly
traded company ("PTC") to sell Lot 3 as shown on Exhibit K. Said PTC owns and/or operates
over 1,500 general merchandise stores in all fifty states and the District of Columbia which
merchandise stores sells apparel and accessories, beauty and household essentials, food and
beverage, hardlines, and home furnishing andlor decor. The sale of Lot 3 to PTC may allow the
future construction of a Grand Island, Nebraska merchandise store greater than 135,000 square
feet in size. The City and Authority herby consent and approve of the Redeveloper selling and
transferring Lot 3 to a PTC and PTC purchasing and receiving Lot 3 from the Redeveloper, subject
to the terms and conditions of the Assignment and Assumption for Lot 3 as shown on Exhibit L.
Redeveloper and PTC may execute and deliver the Assignment and Assumption for Lot 3 before
35
or after the approval, execution and delivery of the Redevelopment Contract and before or after
the recording of the Redevelopment Contract with the Register of Deeds Office, Hall County,
Nebraska. The City and Authority agrees that the defined "Redevelopment Contract
Obligations" defined and stated in Exhibit L are the only obligations, covenants, agreements,
terms and/or conditions of the Redevelopment Contract that will be effective, enforceable and
binding upon the PTC and the owner of Lot 3.
Section 9.12 Termination of the Redevelopment Contract.
Notwithstanding any contrary provision, this Redevelopment Contract shall terminate
without notice upon expiration of the TIF Period and the expiration of the Enhanced Employment
Act Period; provided that the Authority and City shall have the continued obligation to make the
payments described in Section 3.08A.
Section 9.13 Counterparts. This Redevelopment Contract may be executed in one or more
counterparts which, when assembled, shall constitute an executed original hereof.
Section 9.14 Effective Date of the Redevelopment Contract. This Redevelopment Contract shall
not be effective and not be in full force and effect until the occurrence of the Start Date.
Section 9.15 Exhibits.
The following Exhibits are attached to this Redevelopment Contract and are
incorporated herein by this reference:
Exhibit A— Blighted and Substandard Area and Extremely Blighted Area
Exhibit B-1 — Community Redevelopment Area and Redevelopment Project Area
Exhibit B-2 — Redevelopment Project
Exhibit C-1 — Enhanced Employment Area
E�ibit C-2 — Enhanced Employment Act Indebtedness (Occupation Tax Revenue
Bond)
Exhibit D-1 — TIF Project Areas
Exhibit D-2 — TIF Indebtedness (TIF Bond)
Exhibit E— Sources and Uses of Funds
36
Exhibit F— Enhanced Employment Act Project Costs
Exhibit G— TIF Project Costs
Exhibit H— City General Fund Grant Map
Exhibit I — Timeline
Exhibit J— Redevelopment Contract Amendment
Exhibit K — Final Plat
Exhibit L— Public Traded Company Assignment and Assumption
[The remainder of this page is intentionally left blank.J
K�
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EXHIBIT A
BLIGHTED AND SUBSTANDARD AREA AND EXTREMELY BLIGHTED AREA
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38
ExxisiT B-i
COMMUNITY REDEVELOPMENT AREA AND REDEVELOPMENT PROJECT
AREA
Prior to the effective date of the Final Plat: The Community Redevelopment Area includes (i)
Redevelopment Project Area (Lots 1, 4, 5 Conestoga Mall Eighth Subdivision, In The City Of
Grand Island, Hall (:ounty, Nebraska) and (ii) all abutting public rights-of-way to the
Redevelopment Project Area (U.S. Highway 281, 13t" Street, and Webb Road)
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COMMUNITY REDEVELOPMENT AREA AND REDEVELOPMENT PROJECT AREA
After the effective date of the Final Plat: The Community Redevelopment Area includes (i) Redevelopment Project Area (Lots 1, 2, 3,
4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and Outlot A, Conestoga Mall Ninth Subdivision, In The City Of Grand Island, Hall County, Nebraska)
and (ii) all abutting public rights-of-way (U.S. Highway 281, 13ih Street, and Webb Road)
LEGEND
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C0.'�'�STQGA �'��ALL �'�'I�'�TT1Y SL'BDIi'ISIO�'�'
CITY OF CRA.ND ISLAND, HALL COUNTY, NEBRASKA
LOCATION waF FINAL PLAT
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EXHIBIT B-2
REDEVELOPMENT PROJECT
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41
EXHIBIT C-1
ENHANCED EMPLOYMENT AREA
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Exhibit C-2
ENHANCED EMPLOYMENT ACT INDEBTEDNESS (OCCUPATION TAX REVENUE
BOND)
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS BOND MAY NOT BE
TRANSFERRED UNLESS THE PROPOSED ASSIGNEE HAS OBTAINED AND
PROVIDED TO THE AUTHORITY, PRIOR TO SUCH TRANSFER AND ASSIGNMENT,
AN INVESTOR'S LETTER IN FORM AND SUBSTANCE SATISFACTORY TO THE
AUTHORITY EVIDENCING THE COMPLIANCE WITH THE PROVISIONS OF ALL
FEDERAL AND STATE SECURITIES LAWS AND CONTAINING SUCH OTHER
REPRESENTATIONS AS THE AUTHORITY MAY REQUIRE.
THIS BOND MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS
AND CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN
RESOLUTION NO. OF THE COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA.
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF HALL
COMMUNITY REDEVELOPMENT AUTHORITY
OF THE CITY OF GRAND ISLAND, NEBRASKA
OCCUPATION TAX REVENUE BOND
(CONESTOGA MARKETPLACE ROJECT)
SERIES 202 (A, B, C, D)
Principal Amount
Dated:
Interest Rate Per Annum
Fina1 Maturi . Date
(Not to exceed 6.5% per annum)
KNOW ALL PERSONS BY THESE PRESENTS: That the Community Redevelopment Authority
for the City of Grand Island, Nebraska (the "Authority"), hereby acknowledges itself to owe and for
value received promises to pay, but only from the sources herein designated, to the registered owner
designated on the reverse hereof, or registered assigns, the principal sum shown above in lawful
money of the United States of America with such principal sum to become due on the maturity date
set forth above, with interest on the unpaid balance from date of delivery hereof until maturity or
earlier redemption at the rate per annum set forth above. Said interest sha11 be payable on June 1 and
December 1 of each year commencing June 1, 202_.
The payment of principal and interest due upon the final maturity is payable upon presentation and
surrender of this Bond to the Treasurer of the Authority, as Paying Agent and Registrar for the
Authority, at the offices of the Authority, at City Hall, in Grand Island, Nebraska. The payments of
43
interest and of mandatory redemptions of principal on each interest payment date (other than at final
payment) will be paid when due by a check or draft mailed or delivered by said Paying Agent and
Registrar to the registered owner of this Bond, as shown on the books of record maintained by the
Paying Agent and Registrar, at the close of business on the last business day of the calendar month
immediately preced'mg the calendar month in which the interest payment date occurs, to such owner's
address as shown on such books and records. Any payment of interest or mandatory redemption of
principal not timely paid when due sha11 cease to be payable to the person entitled thereto as of the
record date such interest was payable, and shall be payable to the person who is the registered owner
of this Bond on such special record date for payment of such defaulted interest or redemption price
as shall be fixed by the Paying Agent and Registrar whenever monies for such purpose become
available.
This Bond is issued by the Authority for the purpose of paying a portion of the costs of redevelopment
of an Enhanced Employment Area as described in the Redevelopment Contract between the
Authority, the City of Grand Island, Nebraska and Woodsonia Hwy 281, LLC, dated , 2022, as
may be amended (the "Redevelopment Contract"). The Redevelopment Contract has been executed
for purposes of implementation of a Redevelopment Plan recommended by the Authority and
approved by the Mayor and City Council of the City of Grand Island, Nebraska, on 2022,
(the "Plan"), all in compliance with Article 21 of Chapter 18, Reissue Revised Statutes of Nebraska,
2012, as amended, and has been duly authorized by resolution passed and approved by the Chair and
of Members of the Authority (the "Resolution"). The conditions for the issuance and purchase of this
Bond are set forth in the "Redevelopment Contract" (as defined in the Resolution) and the terms
and conditions of the Redevelopment Contract are incorporated herein by reference.
The Authority, however, reserves the right and option of prepaying principal of this Bond, in
whole or in part, from any available sources at any time, at the principal amount thereof designated
for redemption plus accrued interest to the date fixed for redemption of the principal amount so
designated for optional redemption. Notice of any such optional prepayment shall be given by mail,
sent to the registered owner of this Bond at said registered owner's address in the manner provided in
the Resolution. The principal of this Bond shall be subject to mandatory optional redemptions made
in part on any interest payment date from "Available Funds" (as defined in the Resolution) without
any requirement for notice. Such optional and mandatory prepayments shall be made upon such
terms and conditions as are provided far in the Resolution.
A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR
REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT AND
REGISTRAR. THE REGISTERED OWNER OR ANY TRANSFEREE OR ASSIGNEE OF
SUCH REGISTERED OWNER MAY NOT RELY UPON THE PRINCIPAL AMOUNT
1NDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND
UNPAID. THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL
FOR ALL PURPOSES BE THE AMOUNT DETERMiNED BY THE RECORDS OF THE
PAYING AGENT AND REGISTRAR IN THE MANNER PROVIDED IN THE RESOLUTION.
This Bond is a special limited obligation of the Authority payable as to principal and interest
solely from and is secured solely by the Enhanced Employment Act Revenues (as defined in the
Resolution) and as authorized by the City pursuant to the adoption and implementation of Ordinance
„
No. of the City of Grand Island, Nebraska, (the "Occupation Tax Ordinance"). The Enhanced
Employment Act Revenue represents the occupation tax revenues generated and collected under the
occupation tax authorized by the Resolution and the Occupation T� Ordinance in accordance with
law.
THIS BOND IS ONE OF A SERIES OF FOUR BONDS DESIGNATED AS SERIES 202_ A,
SERIES 202_ B, SERIES 202_C AND SERIES 202_ D, RESPECTIVELY, AS DESCRIBED
IN THE RESOLUTION. THE TOTAL CUMULATIVE AGGREGATE AMOUNT OF ALL
SERIES OF OCCUPATION TAX REVENUE BONDS ISSUED PURSUANT TO THE
RESOLUTION IS $36,762,753.00. THE SERIES 202_ A, SERIES 202_ B, SERIES 202_C
AND SERIES 202 D OCCUPATION TAX REVENUE BONDS SHALL BE PAID EQUALLY
AND RATABLY FROM THE OCCUPATION TAX REVENUES AS DEFINED IN THE
RESOLUTION. THIS BOND
DOLLARS ($_) BY
PORTION OF THE COSTS OF
IS ISSUED 1N THE PRINCIPAL AMOLINT OF
THE AUTHORITY FOR THE PURPOSE OF PAYING A
REDEVELOPMENT OF CERTAIN REAL ESTATE AS
DESCRIBED IN THE REDEVELOPMENT CONTRACT ENHANCED EMPLOYMENT
PROJECT AREA (ALSO DEFINED IN THE RESOLUTION).
Pursuant to the Resolution and Sections 18-2124 and 18-2142.02, R.R.S. Neb. 2012, said
portion of occupation t� revenues has been pledged, equally and ratably with certain other series of
Occupation Tax Revenue Bonds issued pursuant to the Resolution, for the payment of this Bond, both
principal and interest as the same fall due or become subject to mandatory redemption. This Bond
shall not constitute an obligation of the Authority, the State of Nebraska or of the City of Grand
Island (except for such receipts as have been pledged pursuant to said Sections 18- 2124 and
18-2142.02. R.R.S. Neb. 2012) and the Occupation Tax Ordinance and neither the Authority, the
State of Nebraska nor the City of Grand Island shall be liable for the payment thereof from any
fund or source including but not limited to tax monies belonging to either thereof (except for
such receipts as have been pledged as described above in this paragraph). Neither the members
of the Authority's governing body nor any person executing this Bond shall be liable personally on
this Bond by reason of the issuance hereof.
This Bond is transferable by the registered owner or such owner's attorney duly authorized in writing
at the office of the Paying Agent and Registrar upon surrender of this Bond for notation of transfer as
provided on the reverse hereof and subject to the conditions provided for in the Resolution. The
Authority, the Paying Agent and Registrar and any other person may treat the person whose name this
Bond is registered as the absolute owner hereof for the purposes of receiving payment due hereunder
and for all purposes and shall not be affected by any notice to the contrary, whether this Bond be
overdue or not. THIS NOTE, UNDER CERTAIN TERMS SET FORTH IN THE RESOLUTION
AUTHORIZING ITS ISSUANCE, MAY ONLY BE TRANSFERRED TO PERSONS OR
ENTITIES DELIVERING AN INVESTMENT LETTER TO THE PAYING AGENT AND
REGISTRAR CONFORMING TO REQUIREMENTS SET FORTH IN SAID RESOLUTION.
Reference is hereby made to the Resolution for the provisions, among others, with respect to the
collection and disposition of certain tax and other revenues, the special funds charged with and
pledged to the payment of the principal of and interest on this Bond, the nature and extent of the
security thereby created, the terms and conditions under which this Bond has been issued, the rights
and remedies of the Registered Owner of this Occupation Tax Revenue Bond, and the rights, duties,
45
�
�
.-
immunities and obligations of the City and the Authority. By the acceptance of this Tax Increment
Development Revenue Bond, the Registered Owner assents to a11 of the provisions of the Resolution.
If the day for payment of the principal of or interest on this Bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the City of Grand Island, Nebraska, are authorized
by law or executive order to close, then the date for such payment shall be the next succeeding day
which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are
authorized to close, and payment on such date sha11 have the same force and effect as if made on the
nominal date of payment.
IT IS HEREBY CERTIFIED AND WARRANTED that all conditions, acts and things required by
law to exist or to be done precedent to and in the issuance of this Note, did exist, did happen and
were done and performed in regular and due form and time as required by law and that the
indebtedness of said Authority, including this Bond, does not exceed any limitation imposed by law.
IN WITNESS WHEREOF, the Chair and Members of the Authority have caused this Bond to be
executed on behalf of the Authority by being signed by the Chair and City Clerk, all as of the Dated
Date shown above.
Dated this day of , 202_.
ATTEST:
(Sample — Do Not Sign)
Secretary
COMMUNITY REDEVELOPMENT AUTHORITY
OF THE CITY OF GRAND ISLAND, NEBRASKA
By: (Sample — Do Not Si�
Chairman
.�
PROVISION FOR REGISTRATION
The ownership of this Bond shall be registered as to both principal and interest on the books and records of
the Community Redevelopment Authority for the City of Grand Island, Nebraska kept by the Paying Agent
and Registrar identified in the foregoing Note, who shall make notation of such registration in the registration
blank below, and the transfer of this Bond may thereafter be registered only upon an assignment duly
executed by the registered owner or such owner's attorney or legal representative, in such form as shall be
satisfactory to said Paying Agent and Registrar, such registration of transfer to be made on such books and
endorsed hereon by said Paying Agent and Registrar.
Date of Registration Name of Registered Owner Signature of Paying Agent and
egistrar
, 20 Woodsonia HWY 281, LLC. (Sample — Do Not Sign)
�I
�'�
47
EXHIBIT D-1
TOTAL TIF AREA
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TIF PROJECT AREAS
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/ �
EXHIBIT D-2
TIF INDEBTEDNESS
(TIF BOND)
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS BOND MAY NOT BE
TRANSFERRED UNLESS THE PROPOSED ASSIGNEE HAS OBTAINED AND
PROVIDED TO THE AUTHORITY, PRIOR TO SUCH TRANSFER AND ASSIGNMENT,
AN INVESTOR'S LETTER IN FORM AND SUBSTANCE SATISFACTORY TO THE
AUTHORITY EVIDENCING THE COMPLIANCE WITH THE PROVISIONS OF ALL
FEDERAL AND STATE SECURITIES LAWS AND CONTAINING SUCH OTHER
REPRESENTATIONS AS THE AUTHORITY MAY REQUIRE.
THIS BOND MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS
AND CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN
RESOLUTION NO. OF THE COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA.
UNITED STATES OF AMERICA STATE
OF NEBRASKA COUNTY OF HALL
TAX INCREMENT DEVELOPMENT REVENUE BOND OF
THE COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA
(CONESTOGA MARKETPLACE PROJECT)
TIF Project Area
SERIES 202 (A, B, C, D, E, F)
Dated Date:
Principal Amount Interest Rate Per Annum
Final Maturi . Date
(Not to exceed 6.5% per annum)
KNOW ALL PERSONS BY THESE PRESENTS: That the Community Redevelopment
Authority for the City of Grand Island, Nebraska (the "Authority"), hereby acknowledges itself to
owe and for value received promises to pay, but only from the sources herein designated, to the
registered owner designated on the reverse hereof, or registered assigns, the principal sum shown
above in lawful money of the United States of America with such principal sum to become due on
the maturity date set forth above, with interest on the unpaid balance from date of delivery hereof
until maturity or earlier redemption at the rate per annum set forth above. Said interest sha11 be
payable on June 1 and December 1 of the year subsequent to the year of the "effective date" (as
defined in the Nebraska Community Development Law) for "TIF Project Area " as defined
50
in the Redevelopment Contract between the Authority, the City of Grand Island, Nebraska and
Woodsonia Hwy 281, LLC, dated , 2022, as may be amended (the "Redevelopment
Contract") and semiannually thereafter on June 1 and December 1 of each year.
The payment of principal and interest due upon the final maturity is payable upon
presentation and surrender of this Bond to the Treasurer of the Authority, as Paying Agent and
Registrar for the Authority, at the offices of the Authority, at City Hall, in Grand Island, Nebraska.
The payments of interest and of mandatory redemptions of principal on each interest payment date
(other than at final payment) will be paid when due by a check or draft mailed or delivered by said
Paying Agent and Registrar to the registered owner of this Bond, as shown on the books of record
maintained by the Paying Agent and Registrar, at the close of business on the last business day of
the calendar month immediately preceding the calendar month in which the interest payment date
occurs, to such owner's address as shown on such books and records. Any payment of interest or
mandatory redemption of principal not timely paid when due sha11 cease to be payable to the person
entitled thereto as of the record date such interest was payable, and sha11 be payable to the person
who is the registered owner of this Bond on such special record date for payment of such defaulted
interest or redemption price as shall be fixed by the Paying Agent and Registrar whenever monies
for such purpose become available.
This Bond is issued in the principal amount of dollars ($_) issued by the
Authority for the purpose of paying a portion of the costs of redevelopment of certain real estate as
described in the Redevelopment Contract as TIF Project Area _(as defined in the Resolution) and
as designated in that Redevelopment Plan recommended by the Authority and approved by the
Mayor and City Council of the City of Grand Island, Nebraska, on (the "Plan"), all in
compliance with Article 21 of Chapter 18, Reissue Revised Statutes of Nebraska, 2012, as amended,
and has been duly authorized by resolution passed and approved by the Chair and of Members of
the Authority (the "Resolution"). The conditions for the issuance and purchase of this Bond are set
forth in the "Redevelopment Contract" (as defined in the Resolution) and the terms and conditions
of the Redevelopment Contract are incorporated herein by reference.
The Authority, however, reserves the right and option of prepaying principal of this Bond,
in whole or in part, from any available sources at any time, at the principal amount thereof
designated for redemption plus accrued interest to the date fixed for redemption of the principal
amount so designated for optional redemption. Notice of any such optional prepayment shall be
given by mail, sent to the registered owner of this Bond at said registered owner's address in the
manner provided in the Resolution. The principal of this Bond shall be subj ect to mandatory optional
redemptions made in part on any interest payment date from "Available Funds" (as defined in the
Resolution) without any requirement for notice. Such optional and mandatory prepayments shall be
made upon such terms and conditions as are provided for in the Resolution.
A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR
REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT AND
REGISTRAR. THE REGISTERED OWNER OR ANY TRANSFEREE OR ASSIGNEE OF
SUCH REGISTERED OWNER MAY NOT RELY UPON THE PRINCIPAL AMOUNT
INDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND
UNPAID. THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL
51
I
FOR ALL PURPOSES BE THE AMOUNT DETERMINED BY THE RECORDS OF THE
PAYING AGENT AND REGISTRAR 1N THE MANNER PROVIDED 1N THE
RESOLUTION.
This Bond constitutes a limited obligation of the Authority payable exclusively from that
portion ofthe ad valorem real estate taxes mentioned in Section 18-2147 (1)(b), R.R.S. Neb. 2012,
as levied, collected and apportioned from year to year with respect to certain real estate described in
the Redevelopment Contract and located within TIF Project Area _(as defined in the Resolution)
for all taxes received by the Authority's Treasurer attributable to the Proj ect Area which are received
by said Treasurer as of and from and after May 1 of the year subsequent to the year of the "effective
date" (as defined in a subsequent amendment to the Redevelopment Contract) with respect to TIF
Project Area _(as defined in the Resolution) and which are attributable to valuation increases of
the real estate described in the Redevelopment Contract and within the Project Area based on any
increase in the taxable value determined as of the effective date for the TIF Project Area
Pursuant to the Resolution and Sections 18-2124 and 18-2150, R.R.S. Neb. 2012, said
portion of taYes has been pledged for the payment of this Bond, both principal and interest as the
same fall due or become subject to mandatory redemption. This Bond shall not constitute an
obligation of the Authority, the State of Nebraska or of the City of Grand Island (except for
such receipts as have been pledged pursuant to said Sections 18- 2124 and 18-2150 R.RS. Neb.
2012) and neither the Authority, the State of Nebraska nor the City of Grand Island shall be
liable for the payment thereof from any fund or source including but not limited to tax monies
belonging to either thereof (except for such receipts as have been pledged as described above
in this paragraph). Neither the members of the Authority's governing body nor any person
executing this Bond shall be liable personally on this Bond by reason of the issuance hereof.
This Bond is transferable by the registered owner or such owner's attorney duly authorized
in writing at the office of the Paying Agent and Registrar upon surrender of this Bond for notation
of transfer as provided on the reverse hereof and subject to the conditions provided for in the
Resolution. The Authority, the Paying Agent and Registrar and any other person may treat the person
whose name this Bond is registered as the absolute owner hereof for the purposes of receiving
payment due hereunder and for all purposes and sha11 not be affected by any notice to the contrary,
whether this Bond be overdue or not. THIS NOTE, iJNDER CERTAIN TERMS SET FORTH IN
THE RESOLUTION AUTHORIZING ITS ISSUANCE, MAY ONLY BE TRANSFERRED TO
PERSONS OR ENTITIES DELIVERING AN INVESTMENT LETTER TO THE PAYIl�TG
AGENT AND REGISTRAR CONFORMING TO REQUIREMENTS SET FORTH IN SAID
RESOLUTION.
Reference is hereby made to the Resolution for the provisions, among others, with respect
to the collection and disposition of certain t� and other revenues, the special funds charged with
and pledged to the payment of the principal of and interest on this Bond, the nature and extent of
the security thereby created, the terms and conditions under which this Bond has been issued, the
rights and remedies of the Registered Owner of this Occupation Tax Revenue Bond, and the rights,
duties, immunities and obligations of the City and the Authority. By the acceptance of this Tax
Increment Development Revenue Bond, the Registered Owner assents to all of the provisions of
the Resolution.
52
If the day for payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday or a day on which banking institutions in the City of Grand Island, Nebraska,
are authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date shall have the same force and effect
as if made on the nominal date of payment.
IT IS HEREBY CERTIFIED AND WARRANTED that all conditions, acts and things
required by law to exist or to be done precedent to and in the issuance of this Note, did exist, did
happen and were done and performed in regular and due form and time as required by law and that
the indebtedness of said Authority, including this Bond, does not exceed any limitation imposed by
law.
IN WITNESS WHEREOF, the Chair and Members of the Authority have caused this Bond
to be executed on behalf of the Authority by being signed by the Chair and City Clerk, all as of the
Dated Date shown above.
�_
53
Dated this day of , 202
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA
ATTEST:
By: (Sample — Do Not Si�
Chairman
(Sample — Do Not Si�n)
Secretary
54
PROVISION FOR REGISTRATION
The ownership of this Bond shall be registered as to both principal and interest on the books and
records of the Community Redevelopment Authority for the City of Grand Island, Nebraska kept by the
Paying Agent and Registrar identified in the foregoing Note, who shall make notation of such registration in
the registration blank below, and the transfer of this Bond may thereafter be registered only upon an
assignment duly executed by the registered owner or such owner's attorney or legal representative, in such
form as shall be satisfactory to said Paying Agent and Registrar, such registration of transfer to be made on
such books and endorsed hereon by said Paying Agent and Registrar.
Date of Registration Name of Registered Owner Signature of Paying Agent
and Registrar
, 20 Woodsonia HWY 281, LLC. (Sample — Do Not Sign)
55
� � �
EXHIBIT E
SOURCES AND USES OF FUNDS
REDEVELOPMENT PROJECT COSTS
REDEVELOPMENT PROJECT BUDGET - CONESTOGA MARKETPLACE
TOTAL PROJECT GROW GRAND CITY OF GRAND
CATEGORY PRIVATELY FUNDED TIF EEA CRA
COSTS ISLAND ISLAND FUNDS
70TAL PROPERTY ACQUISITION $16,000,0� ' $0 ' $i6,00Q000 $0 $0 ` $0 $0 `
TOTAL SITE PREPERATION $4,450,000 $0 $4,450,000 $0 $0 $0 $0
TOTAL UTILITY / SITE WORK $8,784,845 $0 $1,160,000 $2,124,845 $0 $0 $5,50p,d00
TOTAL HARD CONSTRUCTION COSTS $180,350,000 $139,065,016 $2,647,076 $33,637,908 $4,000,000 $1,000,000 $0
"!`OTAI SOfT �t?STS � <'� ,-� $12;D00.0� $9,. � ,�1(i0 � $2,QU0,000 �. ; ; �$1.000,000 � �� �Sfl .; $U $U " r � ��
�.7#kLS; `K..., ,: . $221,584,845 $148,t�4� 6 $26,2�Z.076
`' . 6.7b�.753 $4, 00 $1;(�t9.000 $"�,500,000'. „t.
N otes:
1. Any amounts paid for the professional fees, legal fees, design fees attributable to the above list of improvements shall
qualify as reimbursable costs.
2. The amounts set forth above are reasonable best estimates at the time and it is agreed to and understood that such estimates
are subject to change as part of the specific site plans, design specifications, locations, City approvals and public
regulations.
3. The amounts may be applied or reallocated to any one or all of the stated line items, irrespective of the costs set forth
above, up to the m�imum total for Total Project Costs and for each Category Totals for Sources listed above.
56
i
EXHIBIT F
ENHANCED EMPLOYMENT ACT PROJECT COSTS
REDEVELOPMENT PROJECT BUDGET - EEA ELIGIBLE EXPENSES
CATEGORY EEA Eligible
PROPERTY ACQUISITI4N
Conestoga Mall $16,000,000
Lease Buyouts $3,000,000
Total $19�000,000
SITE PREPERATION
Building and Parking Lot Demolition $1,750,000
Environmental Remediation $1,200,000
Total $2,950,000
UTILITY / SITE WORK
Common Access Drives / Street Improvements / Sidewalks $2,524,845
Public Parking Lots $2,500,000
Detention / Grading / Detention Piping / Fill $1,151,780
Utility Work / Extensions $2,600,000
Tatal $8,776,625
HARD CONSTRUCTION COSTS
Lot 11 - Pedestrian Mall Construction $1,885,000
Lot 10 - Pedestrian Mall Construction $3,830,000
Lot 9- Pedestrian Mall Construction $625,000
Lot 8 - Mall Modernization $36,900,000
Lot 7- Pedestrian Mall Construction $1,750,000
Lot 6- Pedestrian Mall Construction $1,750,000
Lot 5- Pedestrian Mall Construction $1,750,000
Lot 4- Pedestrian Mall Construction $985,000
Lot 3- Pedestrian Mall Construction $41,250,000
Lot 2- Pedestrian Mall Construction $1,090,000
Lot 1- Pedestrian Mall Construction $2,500,000
Tatal ` $4�,3iS,0a0
SOFT COSTS
Engineering $1,750,000
Architectural / MEP $1,100,000
Legal Fees $500,000
Third Party Studies $150,000
Tot� � ��`�" � � x' ,� � � `� � � � � ��,�.�;'; . �3,500,000
��.EEA Eli i ses ;_ ��� � , ��,54�,625
57
Notes:
1. Any amounts paid for the professional fees, legal fees, design fees attributable to
the above list of improvements shall qualify as reimbursable costs.
2. The amounts set forth above are reasonable best estimates at the time and it is
agreed to and understood that such estimates are subject to change as part of the
specific site plans, design specifications, locations, City approvals and public
regulations.
3. The amounts may be applied or reallocated to any one or all of the stated line items,
irrespective of the costs set forth above, up to the maximum Total EEA Eligible
Expenses listed above.
58
EXHIBIT G
TIF PROJECT COSTS
REDEVELOPMENT PROJECT BUDGET - TIF ELIGIBLE EXPENSES
CATEGORY TIF Eli ible
PROPERTY ACQUISITION
Conestoga Mall $16,000,000
Lease Buyouts $3,000,000
`Total $19,000,000
SITE PREPERATION
Building and Parking Lot Demolition $1,750,000
Environmental Remediation $1,200,000
Total $2,950,000
IITILITY / SITE W4RK
Common Access Drives / Street Improvements / Sidewalks $2,524,845
Public Parking Lots $2,500,000
Detention / Grading / Detention Piping / Fill $1,151,780
Utility Work / Extensions $2,600,000
Total $8,776,625
H�RD C�NSTRUCTION COSTS
Lot 8 - Mall Modernization $36,900,000
Total �3f,900,Q00
SOFT COSTS
Engineering $1,750,000
Architectural / MEP $1,100,000
Legal Fees $500,000
Third Party Studies $150,000
s . �: � :;,
r. . � ;
-`1'ataI � �� . k _ ,� � � � $3,�U0,000 �
�"Total TIF Eii 'ble Ex enses��� � � � $71,�Z6,b25
Notes:
59
1. Any amounts paid for the professional fees, legal fees, design fees attributable to
the above list of improvements shall qualify as reimbursable costs.
2. The amounts set forth above are reasonable best estimates at the time and it is
agreed to and understood that such estimates are subject to change as part of the
specific site plans, design specifications, locations, City approvals and public
regulations.
3. The amounts may be applied or reallocated to any one or all of the stated line items,
irrespective of the costs set forth above, up to the maximum Total TIF Eligible
Expenses listed above.
.1
EXHIBIT H
CITY GENERAL FUND GRANT MAP
n u�osc.pt
BJ1EX ,
�OUT�OT A
77,433 SF
UTILITY EASEMENT
139,�82 SF
_DETENTION CELIS
261,530 SF
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61
Projected Completion Dates
TIF Project Area 1= 12/31/2026
TIF Project Area 2= 12/31/2028
TIF Project Area 3= 12/31/2030
TIF Project Area 4= 12/31/2033
TIF Project Area 5= 12/31/2033
TIF Project Area 6= 12/31/2033
Notes:
EXHIBIT I
TIMELINE
1. The projected completion dates set forth above are the Redeveloper's estimates at the
time of the execution of this Redevelopment Contract and it is agreed to and understood that
such estimates are subject to change as part of economic and market conditions, specific site
plans, design specifications, locations, City approvals and public regulations.
62
i
Exhibit J
REDEVELOPMENT CONTRACT AMENDMENT
Amendment No. #
This Redevelopment Contract Amendment (this "Amendment") is made and entered into
as of the day of , 202 , by and between the Community Redevelopment
Authority of the City of Grand Island, Nebraska ("Authority"), and Woodsonia Hwy 281, LLC, a
Nebraska limited liability company ("Redeveloper").
RECITALS
WHEREAS, Authority and Redeveloper entered into a Redevelopment Contract, dated as
of , 202_, as may be amended (the "Contract");
WHEREAS, the Contract intended to implement the redevelopment plan entitled "Redevelopment
Plan, Grand Island CRA Area 28, Conestoga Marketplace, October 2022", (the "Redevelopment
Plan") to provide for the redevelopment of lots and lands located in an extremely blighted and
substandard area of the City of Grand Island, Nebraska (the "City");
WHEREAS, in order to assist in the financing of the Redevelopment Project described in
the Redevelopment Plan, the Contract provides for periodic amendments thereto; and
WHEREAS, pursuant to Section 3.OlA of the Contract the parties desire to amend the
Contract on the terms set forth herein and this Amendment shall constitute a"Redevelopment
Contract Amendment" as defined in the Contract.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set
forth, Authority and Redeveloper do hereby agree to amend the Contract as follows:
l. Definitions. All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings ascribed to such terms in the Contract.
2. Amendment — New Phase. This Amendment incorporates a new TIF Area phase
for the Project entitled [Phase No. �.
(a) Lots. This new phase shall include all of Lots in the TIF Project Area _
with an Effective Date described in Section 2(b) hereof, which lots are described as
follows:
[INSERT LEGAL DESCRIPTION HERE]
(b) Effective Date. The effective date of the Amendment shall be January 1,
202 .
63
(c) Division Date. The Division Date (the "Division Date") shall mean the
effective date for purposes of dividing taxes pursuant to Section 18-2147 of the Nebraska
Community Development Law. The Division Date for the applicable phase shall be
January 1, 202_; and a proposed form of the "Notice to Divide Tax for Community
Redevelopment Project" applicable to such phase is attached hereto as Exhibit A and
incorporated herein by this reference. For purposes of the Notice to Divide Tax for
Community Redevelopment Project, the calendar year in which the division of real
property tax becomes effective shall be the year of the Division Date.
(d) Base Value Year. The base value year for such phase shall be 202_. [The
Base Value Year, shall mean the calendar year prior to the Division Date described in
Section 2(c) hereof.] For purposes of the Notice to Divide Tax for Community
Redevelopment Project, the Base value Year shall be the year defined in this Section 2(d).
3. Requirement to File Notice to Divide Tax for CommunitYRedevelopment Project.
The Authority shall execute and file with the Hall County Assessor and Treasurer a signed original
of Exhibit A, attached hereto, being the Notice to Divide Tax for Community Redevelopment
Project, prior to August 1, 202_. [This date shall be the August 1 following the Division Date
described in Section 2(c) hereo£]
4. Miscellaneous Provisions.
(a) Effectiveness. This Amendment shall become effective when and only
when counterparts of this Amendment have been duly executed by both Authority and
Redeveloper.
(b) Ratification of Contract. Except as amended by this Amendment, the
Contract shall remain in full force and effect and is hereby ratified and confirmed in all
respects. Each party acknowledges and agrees to all terms of the Contract, as the same are
amended by this Amendment, and makes and restates each representation and warranty set
forth therein as if made on the date of this Amendment.
IN WITNESS WHEREOF, Authority and Redeveloper have signed this Amendment to
Redevelopment Contract as of the date and year first above written.
. �,
ATTEST:
Secretary
STATE OF NEBRASKA )
) SS
COUNTY OF HALL )
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF
GRAND ISLAND, NEBRASKA
I:
Chairman
WOODSONIA HWY 281, LLC
:
Manager
The foregoing instrument was acknowledged before me this day of ,
202_ by and , Chairman and Secretary,
respectively, of the Community Redevelopment Authority of the City of Grand Island, Nebraska,
on behalf of the Authority.
STATE OF NEBRASKA)
) SS
COUNTY OF )
Notary Public
The foregoing instrument was acknowledged before me this day of ,
202_, by , Manager of WOODSONIA HWY 281, LLC on behalf of the
limited liability company.
Notary Public
65
EXHIBIT A
Notice to Divide Tax for Community Redevelopment Project
[TO BE ATTACHED]
�.
IN WITNESS WHEREOF, Authority, City and Redeveloper have signed this
Redevelopment Contract as of the date and year first above written.
ATTEST:
Secretary
ATTEST:
Clerk
STATE OF NEBRASKA
COUNTY OF HALL
COMMUNITY DEVELOPMENT
AUTHORITY OF THE CITY OF
GRAND ISLAND, NEBRASKA
I�
Chairman
THE CITY OF
GRAND ISLAND, NEBRASKA
:
Mayor
The foregoing instrument was acknowledged before me this day of
, 2022, by and , Chairman and Secretary,
respectively, of the Community Redevelopment Authority of the City of Grand Island, Nebraska,
on behalf of the Authority.
(SEAL)
Notary Public
STATE OF NEBRASKA
COUNTY OF HALL
)
) ss.
)
)
) ss.
)
The foregoing instrument was acknowledged before me this day of ,
2022, by and , Mayor and Clerk, respectively, of the City
of Grand Island, Nebraska, on behalf of the City.
(SEAL)
Notary Public
67
�
WOODSONIA HWY 281, LLC, Nebraska limited
liability company
:
Manager
STATE OF NEBRASKA )
) ss.
COUNTY OF 1
The foregoing instrument was acknowledged before me this day of , 2022,
by , the Manager of Woodsonia Hwy 281, LLC, a Nebraska limited liability
company, on behalf of the limited liability company.
(SEAL)
Notary Public
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EXHIBIT L
ASSIGNMENT AND ASSUMPTION FOR LOT 3
This Assignment and Assumption for Lot 3("AgreemenY') is entered into and made as of
, 202_, by and between Woodsonia Hwy 281, LLC, a Nebraska limited
liability company and its successors and assigns (collectively "Assignor"), and
and its successors and assigns (collectively
"Assignee"), a
WHEREAS, Assignee is a publicly traded company who owns and/or operates over 1,500
general merchandise stores in all fifty states and the District of Columbia, which merchandise
stores sells apparel and accessories, beauty and household essentials, food and beverage, hardlines,
and home furnishing and/or decor.
WHEREAS, Assignor and Assignee have executed a Purchase Agreement, dated as of
, 202_ ("Purchase Agreement") for the sale and purchase of Lot 3,
Conestoga Mall Ninth Subdivision, In The City Of Grand Island, Hall County, Nebraska ("Lot
3»�.
�
WHEREAS, the Assignor as "Redeveloper" has entered into that certain Redevelopment
Contract (Conestoga Marketplace Project), dated , by and between
the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"),
the City of Grand Island, Nebraska, a Nebraska municipality of the first class ("City"), and
Redeveloper("Redevelopment Contract;
WHEREAS, unless defined in this Agreement, capitalized terms shall have the definitions
as defined in the Redevelopment Contract; and
WHEREAS, Assignor desires to assign the Permitted Redevelopment Contract Obligations
(define below) that arise from the Redevelopment Contract and touches or concerns Lot 3 to
Assignee, and Assignee desires to accept and assume such assignment and assume the Permitted
Redevelopment Contract Obligations on Lot 3.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants set
forth herein, and other valuable consideration, it is agreed:
l. "Permitted Redevelopment Contract Obligations" shall mean the following:
a. Additional Occupation Tax: A one and a half (1.5%) occupation tax on gross
receipts of eligible sales, services and rentals of Assignee on Lot 3 and the other
occupants of the Development by the City of Grand Island (the "Additional
Occupation Tax").
The Assignee will be obligated to collect and then monthly pay the occupation taxes
to the City of Grand Island, NE, along with an occupation tax return, as would be
performed in ordinary course of business with respect to the collection of sales tax
in such jurisdiction. Assignee may (i) choose to itemize the occupation tax by
showing it on the customer's bill; (ii) choose to absorb the occupation tax; or (iii)
raise prices to recoup the occupation t� without separately itemizing it on the
customer's bill.
b. New Full Time Equivalent Jobs and Minimum Investment: The Assignee and the
occupants of the Redevelopment Project Area collectively meet the following
statutory requirements:
At least 15 new full time equivalent jobs; and
A minimum new investment of at least One Million Dollars.l
c. Employer-Provided Health Benefits: The Assignee, if operating a business that
will have 135,000 square feet or more, and gross sales of more than ten million
dollars or more, must provide an employer-provided health benefit of at least three
thousand dollars annually to all new employees who are working thirty hours per
week or more on average and have been employed at least six months.
d. Not Seek Tax Benefits under the Nebraska Advanta�: The Assignee will not
file and does not intend to file an application with the Department of Revenue to
receive tax incentives under the Nebraska Advantage Act for a project located or to
be located at this shopping center. (e.g., direct refund of Nebraska and local Sales
and Use taa�es paid, seeking Investment Credit, Compensation Credits, Personal Lot
3 Tax Exemption, Sales and Use Tax refund using Investment and Compensation
Credits, Income Tax Offsets or Refunds using Investment and Compensation
Credits, Income Tax Withholding Offset or Refund using Compensation Credits,
Real Lot 3 Tax Reimbursement Using Investment Compensation Credits). See:
wwwlincolninst.edulsites/default/files/gwipp/upload/sources/Nebraska/ne_nebras
ka advantage_act_summary_description_department_of revenue_2018.pdf; and
https ://revenue.nebraska. gov/incentives/Nebraska-advantage-act
e. Compliance with Codes: Assignee will comply with all applicable local, state, and
federal building, construction and other related ordinances, laws and codes relating
to improvements at Lot 3.
f. Promptly Pav for Labor and Materials: Assignee will promptly pay, or cause to be
paid, in a timely manner all persons, firms, or organizations that performed labor
71
or furnished materials, equipment or supplies used in the prosecution of the private
improvements located upon Lot 3 for which Assignee has contracted. Nothing
prevents Assignee from contesting the validity of any claim or lien in any manner
it chooses so long as such contest is pursued with reasonable diligence and if the
lien claimant begins formal foreclosure proceedings, then Assignee provides a
sufficient bond or security is posted with the Clerk of the district court pursuant to
Neb. Rev. Stat. § 52-142 to avoid or prevent foreclosure of such encumbrance or
lien.
g. No Discrimination: So long as the TIF Bonds Indebtedness or Occupation Tax
Revenue Bonds Enhanced Employment Act Indebtedness are outstanding neither
the Assignee nor any purchaser of an interest in the Lot 3 shall discriminate against
any person or group of persons on account of race, religion, sex, color, national
origin, ancestry, disability, marital status or receipt of public assistance in
connection with the Redevelopment Project. Assignee, and its successors and
transferees, agree that during the construction of the building and improvements on
the Lot 3, Assignee will not discriminate against any employee or applicant for
employment because of race, religion, sex, color, national origin, ancestry,
disability, marital status or receipt of public assistance, and further agrees to require
that its contractor and subcontractors shall agree to conform to said requirements.
Assignee will be subject to all applicable federal, state and local laws related to the
Lot 3. For purposes of this paragraph, discrimination shall mean discrimination as
defined by the laws of the United States and the State of Nebraska.
h. Record Retention: Assignee shall retain copies of all supporting construction
contracts, permits, plans, invoices and lien waivers that are associated with the
construction of the building and the related parking lot, driveway and landscape
improvement located on the Lot 3 and that are received or generated by Assignee
for three years following the end of the last fiscal year in which ad valorem taxes
are divided and provide such copies to the City as needed to comply with the City's
retention requirements under section 18-2117.04 of the Act.
Timely Pay Real Estate Taxes and Assessments: Assignee's timely pay all real
estate taxes and assessments on the Lot 3 during the TIF Period, subject to
Assignee's right to contest the validity or amount of any tax or assessment, in whole
or in part, or endeavor to obtain a reduction of the assessed valuation for the
purposes of reducing real estate taxes.
j. Assi�nment: Assignee may assign its Permitted Redevelopment Contract
Obligations without the prior written consent of the City and Authority so long as
the assignee shall be subject to the Redevelopment Contract Obligations.
72
k. Other Obli�ations under the Redevelopment Contract. Except for the Permitted
Redevelopment Obligations, neither Assignee and its successors and assigns, as
owner of Lot 3, nor Assignee's customers, are liable or responsible for the
performance of any obligations under the Redevelopment Contract. Furthermore,
such failure will not preclude the Assignee from obtaining building permits and/or
a certificate of occupancy so long as Assignee otherwise complies with the
generally applicable requirements of the City relating to the issuance of such items.
l. Subsectuent Transferees. Assignee may subsequently transfer or convey interests
in Lot 3 in Assignee's sole and absolute discretion; provided that, any Permitted
Redevelopment Obligations that Assignee assigns to a transferee shall continue to
be effective, enforceable and binding upon the subsequent Lot 3 fee transferees.
m. Termination. All of the above covenants, conditions, responsibilities and
obligations shall automatically, and without any further action, terminate and be of
no further force and effect no later than the expiration of the applicable Enhanced
Employment Act Period or full repayment of the Enhanced Employment Act
Indebtedness, whichever period of time is shorter.
2. Assi�nment. Assignor hereby assigns the Permitted Redevelopment Contract
Obligations in the Redevelopment Contract solely as to Lot 3 to Assignee, all of which are subject
to all the terms, obligations and conditions of this Agreement.
3. Acceptance and Assumption. Assignee hereby (i) accepts the above assignment
solely as to Lot 3 during Assignee's ownership thereof, (ii) agrees to assume, perform and fulfil
all the Permitted Redevelopment Contract Obligations solely as to Lot 3 during Assignee's
ownership thereof, and (iii) agrees to faithfully perform and fulfill any and all covenants,
conditions, responsibilities and obligations contained in this Agreement solely as to Lot 3 during
Assignee's ownership thereof.
4. Assi�nor's IndemnitX. Assignor hereby agrees to indemnify, defend and hold
harmless Assignee from and against any and all claims, demands, losses, damages, costs and
expenses (including but not limited to court costs, penalties and reasonable attorneys' fees),
judgments, liabilities and causes of action of any nature whatsoever resulting from (i) any claim
or alleged claim of any failure of any obligations under the Redevelopment Contract other than
Assignee's failure to comply with the Permitted Redevelopment Obligations with respect to Lot
3, and/or (ii) that Assignee is not able to construct, open for business and operate the merchandise
store contemplated on the Lot 3 due to Assignor's failure to comply with the terms and provisions
of the Redevelopment Contract other than Assignee's failure to comply with the Permitted
Redevelopment Obligations with respect to Lot 3.
5. A�reement Binding. This Agreement shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
73
6. Consent and A�proval. The City and Authority have consented and approved the
execution and delivery of this Agreement under the terms of Section 9.11 of the Redevelopment
Contract and specifically the City and Authority have agreed that the Redevelopment Contract
Obligations are the only obligations, covenants, agreements, terms and/or conditions of the
Redevelopment Contract that will be effective, enforceable and binding upon the Assignee and the
owner of Lot 3.
7. Counterparts. This Agreement may be executed in one or more counterparts which,
when assembled, shall constitute an executed original hereof.
IN WITNESS WHEREOF, Assignor and Assignee have signed this Assignment and Assumption
Agreement for Lot 3 as of the date and year first above written.
[The remainder of this page is intentionally left blank.J
74
Assignor:
WOODSONIA HWY 281, LLC, Nebraska limited
liability company
:
Manager
STATE OF NEBRASKA
) ss.
COUNTY OF
Date of Execution:
The foregoing instrument was acknowledged before me this day of , 2022,
by , the Manager of Woodsonia Hwy 281, LLC, a Nebraska limited
liability company, on behalf of the limited liability company.
(SEAL)
Notary Public
STATE OF
) ss.
COUNTY OF
Assignee:
:
Title:
Date of Execution:
a
The foregoing instrument was acknowledged before me this day of
,202 , by , as
of , a , on behalf of
the
(SEAL)
Notary Public
�