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07-11-2012 Community Redevelopment Authority Regular Meeting Packet Community Redevelopment Authority (CRA) Wednesday, July 11, 2012 Regular Meeting Packet Board Members: Michelle Fitzke Tom Gdowski Barry Sandstrom Sue Pirnie Glen Murray 4:00 PM Grand Island City Hall 100 E 1st Street Grand Island Regular Meeting - 7/11/2012 Page 1 / 79 Call to Order Roll Call A - SUBMITTAL OF REQUESTS FOR FUTURE ITEMS Individuals who have appropriate items for City Council consideration should complete the Request for Future Agenda Items form located at the Information Booth. If the issue can be handled administratively without Council action, notification will be provided. If the item is scheduled for a meeting or study session, notification of the date will be given. B - RESERVE TIME TO SPEAK ON AGENDA ITEMS This is an opportunity for individuals wishing to provide input on any of tonight's agenda items to reserve time to speak. Please come forward, state your name and address, and the Agenda topic on which you will be speaking. DIRECTOR COMMUNICATION This is an opportunity for the Director to comment on current events, activities, and issues of interest to the commission. Grand Island Regular Meeting - 7/11/2012 Page 2 / 79 Community Redevelopment Authority (CRA) Wednesday, July 11, 2012 Regular Meeting Item A1 Agenda Staff Contact: Chad Nabity Grand Island Regular Meeting - 7/11/2012 Page 3 / 79 Wednesday July 11, 2012 4:00 p.m. Grand Island City Hall Open Meetings Notifications 1.Call to Order.Barry Sandstrom This is a public meeting subject to the open meetings laws of the State of Nebraska. The requirements for an open meeting are posted on the wall in this room and anyone that wants to find out what those are is welcome to read through them. 2.Approval of Minutes of June 13, 2012 Meeting. 3.Approval of Financial Reports. 4.Approval of Bills. 5.Review of Committed Projects and CRA Properties. 6.Memorandum of Understanding with Chief Industries. Re: Former Aurora Coop Property. 7.Consideration of a Resolution to forward a Redevelopment Plan Amendment to the Hall County Regional Planning Commission for 125 N Carey Street, Grand Island, with Token Properties, LLC. 8.Consideration of a Resolution of intent to enter into a Site Specific Redevelopment Contract & Approval of related actions 30 day notice to City Council for 125 N Carey Street, Grand Island, with Token Properties, LLC. 9.Discussion with Procon regarding the possible sale of 3rd floor of Old City Hall. 10.Budget Discussion. 11.ADJOURN TO EXECUTIVE SESSION TO DISCUSS NEGOTIATIONS. RETURN TO REGULAR SESSION 12.Approve Resolution or Resolutions to Purchase/Sell Property. 13.Directors Report 14.Adjournment Grand Island Regular Meeting - 7/11/2012 Page 4 / 79 Next Meeting July 31, 2012 The CRA may go into closed session for any agenda item as allowed by state law. Grand Island Regular Meeting - 7/11/2012 Page 5 / 79 Community Redevelopment Authority (CRA) Wednesday, July 11, 2012 Regular Meeting Item B1 June Meeting Minutes Staff Contact: Chad Nabity Grand Island Regular Meeting - 7/11/2012 Page 6 / 79 OFFICIAL PROCEEDINGS MINUTES OF COMMUNITY REDEVELOPMENT AUTHORITY MEETING OF June 13, 2012 Pursuant to due call and notice thereof, a Regular Meeting of the Community Redevelopment Authority of the City of Grand Island, Nebraska was conducted on June 13, 2012 at City Hall 100 E First Street. Notice of the meeting was given in the June 6, 2012 Grand Island Independent. 1.CALL TO ORDER. Chairman Barry Sandstrom called the meeting to order at 4:06 p.m. The following members were present: Glen Murray, Michelle Fitzke, and Sue Pirnie. Also present were; Director, Chad Nabity; Secretary, Rose Woods; Legal Counsel, Duane Burns; Greg Baker, Larry Fowle and Kelly Rafferty. (Member Tom Gdowski was absent). Sandstrom stated this was a public meeting subject to the open meeting laws of the State of Nebraska. He noted that the requirements for an open meeting were posted on the wall easily accessible to anyone who would like to read through them. 2. APPROVAL OF MINUTES. A motion for approval of the Minutes for the May 9, 2012 meeting was made by Murray and seconded by Pirnie, with the correction noted for item # 1 of the incorrect name. Upon roll call vote all present voted aye. Motion carried unanimously. 3. APPROVAL OF FINANCIAL REPORTS. Sandstrom reviewed the financial reports for the period of May 1, 2012 through May 31, 2012. Motion was made by Pirnie and seconded by Fitzke to approve the financial reports. Upon roll call vote, all present voted aye. Motion carried unanimously. 4. APPROVAL OF BILLS. The bills were reviewed by Sandstrom. Motion made by Pirnie and seconded by Murray to approve the bills in the amount of $14,689.20. Upon roll call vote all present voted aye. Motion carried unanimously to approve the payment of bills totaling $14.689.20. 5.REVIEW OF COMMITTED PROJECTS & CRA PROPERTY. Nabity reviewed the Committed Projects. He noted the individual building evaluations was complete for the Downtown BID and that would be removed from the committed projects. Larry Fowle would be submitting a bill to the CRA next month for his micro blight study. Chief Industries is continuing their demo and cleanup of the old co-op. The Howard Johnson/Denny’s is scheduled to open July 1st. There still have been no final inspections on Fonner Park. YMCA has a lot of work going on. The Grand Island Regular Meeting - 7/11/2012 Page 7 / 79 Grand Façade is almost done and will be sending a bill in the next few months. Willmar Reality is complete. 6.CONSIDERATION OF RESOLUTION 134. Consideration of a Resolution to reimburse expenditures associated with the Lincoln Park Pool with the proceeds of bonds to be issued for the construction of the Lincoln Pool. This resolution will permit the CRA to use funds from the bond to pay expenses that may be incurred prior to the issuance of the bond with the bond funds. At this time we are not expecting to use this provision but it is prudent to allow for the possibility. A motion for approval of Resolution No. 134 was made by Murray and seconded by Pirnie. Upon roll call vote all present voted aye. Motion carried unanimously. 7.CONSIDERATION OF RESOLUTION TO APPROVE A REDEVELOPMENT CONTRACT AND RESOLUTION 135. Consideration to approve a Resolution of intent to enter into a Redevelopment Contract with EIG, Grand Island, for site specific redevelopment of an area within the city limits of the City of Grand Island, at 3420 W State Street, Grand Island, Nebraska. The CRA passed Resolution 133 notifying City Council of their intent to enter into a redevelopment contract at their meeting May 9, 2012. The Hall County Regional Planning Commission met on June 6, 2012 and passed Resolution 2012-05 finding this plan amendment is consistent with the comprehensive development plan for the City of Grand Island. The Grand Island City Council considered Resolution 2012-153 and approved the site specific redevelopment plan at their meeting on June 12, 2012. A motion to approve a Redevelopment Contract with EIG and to approve Resolution No. 135 was made by Pirnie and seconded by Fitzke. Upon roll call vote all present voted aye. Motion carried unanimously. 8.CONSIDERATION OF A SITE SPECIFIC PLAN RESOLUTION NO. 136. Consideration of a Resolution to forward a Site Specific redevelopment plan to the Hall County Regional Planning Commission for 709 and 715 W 18th Street. The CRA received a TIF application and staff has prepared a Site Specific redevelopment plan (the “Plan”), for redevelopment of an area within city limits of the City of Grand Island, Hall County, Nebraska. Items # 8 and #9 were taken together in a motion. 9.CONSIDERATION OF RESOLUTION 137. Consideration of a Resolution of intent to enter into a Site Specific Redevelopment Contract & Approval of related actions 30 day notice to City Council for 709 and 715 W 18th Street. Grand Island Regular Meeting - 7/11/2012 Page 8 / 79 A motion for approval of Resolution No. 136 and Resolution No. 137 was made Pirnie and seconded by Murray. Upon roll call vote Pirnie, Murray and Fitzke voted aye. Sandstrom abstained. Motion carried unanimously. 10.REVIEW OF BLIGHT STUDY FOR AREA #10 AND REFER TO COUNCIL. The CRA awarded a grant to Mr. Larry Fowle to cover the cost of a blight study to include his property at 809 S. Kimball and surrounding property as suggested by the CRA. Mr. Fowle has contracted with Keith Marvin of Marvin Planning Consultants to conduct the study. The findings of the study confirm that this area does meet the requirements to be declared blighted and substandard. A copy of the study is attached for review by the CRA. It would be appropriate for the CRA to forward this study the Grand Island City Council for their consideration. A motion to forward the Blight Study for Area #10 to City Council for their approval was made by Murray and seconded by Fitzke. Upon roll call vote all present voted aye. Motion carried unanimously 10. DIRECTORS REPORT. Budget will be discussed next month. 11. ADJOURNMENT. Sandstrom adjourned the meeting at 4:32 p.m. The next meeting is scheduled for July 11, 2012 at 4:00 p.m. Respectfully submitted Chad Nabity Director Grand Island Regular Meeting - 7/11/2012 Page 9 / 79 Community Redevelopment Authority (CRA) Wednesday, July 11, 2012 Regular Meeting Item C1 Financial Reports Staff Contact: Chad Nabity Grand Island Regular Meeting - 7/11/2012 Page 10 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF JUNE 2012 MONTH ENDED 2011-2012 2012 REMAINING JUNE 2012 YEAR TO DATE BUDGET BALANCE CONSOLIDATED Beginning Cash 752,962 923,823 923,823 593,514 REVENUE: Property Taxes - CRA 86,470 338,555 437,618 99,063 Property Taxes - Lincoln Pool 37,068 101,350 201,787 100,437 Property Taxes -TIF's 34,022 317,030 318,406 1,376 Loan Proceeds - - - - Interest Income - CRA 8 4,355 8,000 3,645 Interest Income - TIF'S 17 643 - Land Sales - 1,532 70,000 68,468 Other Revenue - CRA 1,704 8,228 10,000 1,772 Other Revenue - TIF's 2,966 9,553 1,000 TOTAL REVENUE 162,255 781,246 1,046,811 274,761 TOTAL RESOURCES 915,217 1,705,069 1,970,634 868,274 EXPENSES Auditing & Accounting 55 4,080 5,000 920 Legal Services 270 1,391 10,000 8,610 Consulting Services - - 10,000 10,000 Contract Services 1,942 33,063 55,000 21,937 Printing & Binding - - 1,000 1,000 Other Professional Services - 7,599 5,000 (2,599) General Liability Insurance - - 250 250 Postage 3 175 200 25 Matching Grant - - - - Legal Notices 16 1,784 800 (984) Licenses & Fees - - - - Travel & Training - 161 1,000 839 Other Expenditures - - 500 500 Office Supplies - - 500 500 Supplies - - 300 300 Land - - 100,000 100,000 Bond Principal - Lincoln Pool - - 201,787 201,787 Façade Improvement 12,414 531,792 987,500 455,708 South Locust - - - - Alleyway Improvement - - - - Other Projects - - 111,000 111,000 Bond Principal 75,057 272,475 266,659 (5,816) Bond Interest 23,877 50,965 50,747 (218) Interest Expense - - - - TOTAL EXPENSES 113,632 903,484 1,807,243 903,759 INCREASE(DECREASE) IN CASH 48,623 (122,238) (760,432) (628,998) ENDING CASH 801,585 801,585 163,391 (35,484) CRA CASH 648,678 LINCOLN POOL CASH 101,350 TIF CASH 51,557 Total Cash 801,585 CHECKING 436,344 INVESTMENTS 365,241 Total Cash 801,585 Grand Island Regular Meeting - 7/11/2012 Page 11 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF JUNE 2012 MONTH ENDED 2011-2012 2012 REMAINING JUNE 2012 YEAR TO DATE BUDGET BALANCE CRA GENERAL OPERATIONS: Property Taxes - CRA 86,470 338,555 437,618 99,063 Property Taxes - Lincoln Pool 37,068 101,350 201,787 100,437 Interest Income 8 4,355 8,000 3,645 Land Sales - 1,532 70,000 68,468 Other Revenue & Motor Vehicle Tax 1,704 8,228 10,000 1,772 TOTAL 125,250 454,021 727,405 273,384 GILI TRUST Property Taxes - 32,019 32,890 871 Interest Income - 511 - - Other Revenue - - - - TOTAL - 32,530 32,890 871 CHERRY PARK LTD II Property Taxes - 64,641 59,180 - Interest Income 16 124 - - Other Revenue - - - - TOTAL 16 64,764 59,180 - GENTLE DENTAL Property Taxes - 161 4,202 4,041 Interest Income 0 1 - - Other Revenue - - - - TOTAL 0 162 4,202 4,041 PROCON TIF Property Taxes 13,597 23,028 19,162 - Interest Income 0 2 - - Other Revenue - 233 - - TOTAL 13,597 23,263 19,162 - WALNUT HOUSING PROJECT Property Taxes - 65,147 74,472 9,325 Interest Income 1 6 - - Other Revenue 2,966 9,320 - - TOTAL 2,967 74,473 74,472 9,325 BRUNS PET GROOMING Property Taxes - 13,170 11,000 - Interest Income - - - - Other Revenue - - - - TOTAL - 13,170 11,000 - GIRARD VET CLINIC Property Taxes - 14,037 14,000 - Interest Income - - - - Other Revenue - - - - TOTAL - 14,037 14,000 - Grand Island Regular Meeting - 7/11/2012 Page 12 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF JUNE 2012 MONTH ENDED 2011-2012 2012 REMAINING JUNE 2012 YEAR TO DATE BUDGET BALANCE GEDDES ST APTS-PROCON Property Taxes 13,265 28,591 30,000 1,409 Interest Income - - - - Other Revenue - - - - TOTAL 13,265 28,591 30,000 1,409 SOUTHEAST CROSSING Property Taxes 1,201 8,674 14,000 5,326 Interest Income - - - - Other Revenue - - - - TOTAL 1,201 8,674 14,000 5,326 Poplar Street Water Property Taxes 1,704 1,826 1,000 (826) Interest Income - - - - Other Revenue - - 1,000 1,000 TOTAL 1,704 1,826 2,000 174 CASEY'S @ FIVE POINTS Property Taxes 4,256 8,670 15,000 6,330 Interest Income - - - - Other Revenue - - - - TOTAL 4,256 8,670 15,000 6,330 SOUTH POINTE HOTEL PROJECT Property Taxes - 44,144 22,000 - Interest Income - - - - Other Revenue - - - - TOTAL - 44,144 22,000 - TODD ENCK PROJECT Property Taxes - 3,126 5,500 2,374 Interest Income - - - - Other Revenue - - - - TOTAL - 3,126 5,500 2,374 JOHN SCHULTE CONSTRUCTION Property Taxes - 4,449 3,000 - Interest Income - - - - Other Revenue - - - - TOTAL - 4,449 3,000 - PHARMACY PROPERTIES INC Property Taxes - 5,347 8,000 2,653 Interest Income - - - - Other Revenue - - - - TOTAL - 5,347 8,000 2,653 KEN-RAY LLC Property Taxes - - 5,000 5,000 Interest Income - - - - Other Revenue - - - - TOTAL - - 5,000 5,000 Grand Island Regular Meeting - 7/11/2012 Page 13 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF JUNE 2012 MONTH ENDED 2011-2012 2012 REMAINING JUNE 2012 YEAR TO DATE BUDGET BALANCE SKAGWAY Property Taxes - - - - Interest Income - - - - Other Revenue - - - - TOTAL - - - - TOTAL REVENUE 162,255 781,246 1,046,811 310,887 EXPENSES CRA GENERAL OPERATIONS: Auditing & Accounting 55 4,080 5,000 920 Legal Services 270 1,391 10,000 8,610 Consulting Services - - 10,000 10,000 Contract Services 1,942 33,063 55,000 21,937 Printing & Binding - - 1,000 1,000 Other Professional Services - 7,599 5,000 (2,599) General Liability Insurance - - 250 250 Postage 3 175 200 25 Matching Grant - - - - Legal Notices 16 1,784 800 (984) Licenses & Fees - - - - Travel & Training - 161 1,000 839 Other Expenditures - - 500 500 Office Supplies - - 500 500 Supplies - - 300 300 Land - - 100,000 100,000 Bond Principal - Lincoln Pool - - 201,787 201,787 PROJECTS Façade Improvement 12,414 531,792 987,500 455,708 South Locust - - - - Alleyway Improvement - - - - Other Projects - - 111,000 111,000 TOTAL CRA EXPENSES 14,698 580,044 1,489,837 909,793 GILI TRUST Bond Principal - 33,066 31,627 (1,439) Bond Interest - 1,325 1,263 (62) Other Expenditures - - - - TOTAL GILI EXPENSES - 34,390 32,890 (1,500) CHERRY PARK LTD II Bond Principal 25,421 49,894 49,894 (0) Bond Interest 4,169 9,286 9,286 0 TOTAL CHERRY PARK EXPENSES 29,590 59,180 59,180 - GENTLE DENTAL Bond Principal 1,396 2,745 2,760 15 Bond Interest 705 1,457 1,442 (15) TOTAL GENTLE DENTAL 2,101 4,202 4,202 (0) Grand Island Regular Meeting - 7/11/2012 Page 14 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF JUNE 2012 MONTH ENDED 2011-2012 2012 REMAINING JUNE 2012 YEAR TO DATE BUDGET BALANCE PROCON TIF Bond Principal 5,909 11,641 11,782 141 Bond Interest 3,672 7,521 7,380 (141) TOTAL PROCON TIF 9,581 19,162 19,162 0 WALNUT HOUSING PROJECT Bond Principal 21,905 43,096 43,096 (0) Bond Interest 15,331 31,376 31,376 0 - - - TOTAL WALNUT HOUSING 37,236 74,472 74,472 0 BRUNS PET GROOMING Bond Principal - 13,170 11,000 (2,170) Bond Interest - - - - TOTAL BRUNS PET GROOMING - 13,170 11,000 (2,170) GIRARD VET CLINIC Bond Principal - 14,037 14,000 (37) Bond Interest - - - - TOTAL GIRARD VET CLINIC - 14,037 14,000 (37) GEDDES ST APTS - PROCON Bond Principal 13,265 28,591 30,000 1,409 Bond Interest - - - - TOTAL GEDDES ST APTS - PROCON 13,265 28,591 30,000 1,409 SOUTHEAST CROSSINGS Bond Principal 1,201 8,674 14,000 5,326 Bond Interest - - - - TOTAL SOUTHEAST CROSSINGS 1,201 8,674 14,000 5,326 POPLAR STREET WATER Bond Principal 1,704 1,826 - (1,826) Bond Interest - - - - Auditing & Accounting - - - - Contract Services - - - - TOTAL POPLAR STREET WATER 1,704 1,826 - (1,826) Grand Island Regular Meeting - 7/11/2012 Page 15 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF JUNE 2012 MONTH ENDED 2011-2012 2012 REMAINING JUNE 2012 YEAR TO DATE BUDGET BALANCE CASEY'S @ FIVE POINTS Bond Principal 4,256 8,670 15,000 6,330 Bond Interest - - - - TOTAL CASEY'S @ FIVE POINTS 4,256 8,670 15,000 6,330 SOUTH POINTE HOTEL PROJECT Bond Principal - 44,144 22,000 (22,144) Bond Interest - - - - TOTAL SOUTH POINTE HOTEL PROJECT - 44,144 22,000 (22,144) TODD ENCK PROJECT Bond Principal - 3,126 5,500 2,374 Bond Interest - - - - TOTAL TODD ENCK PROJECT - 3,126 5,500 2,374 JOHN SCHULTE CONSTRUCTION Bond Principal - 4,449 3,000 (1,449) Bond Interest - - - - Auditing & Accounting - - - - TOTAL JOHN SCHULTE CONSTRUCITON - 4,449 3,000 (1,449) PHARMACY PROPERTIES INC Bond Principal - 5,347 8,000 2,653 Bond Interest - - - - Auditing & Accounting - - - - TOTAL PHARMACH PROPERTIES INC - 5,347 8,000 2,653 KEN-RAY LLC Bond Principal - - 5,000 5,000 Bond Interest - - - - Auditing & Accounting - - - - TOTAL KEN-RAY LLC - - 5,000 5,000 SKAGWAY Bond Principal - - - - Bond Interest - - - - Auditing & Accounting - - - - TOTAL SKAGWAY - - - - TOTAL EXPENSES 113,632 903,484 1,807,243 903,759 Grand Island Regular Meeting - 7/11/2012 Page 16 / 79 Community Redevelopment Authority (CRA) Wednesday, July 11, 2012 Regular Meeting Item D1 July Bills Staff Contact: Chad Nabity Grand Island Regular Meeting - 7/11/2012 Page 17 / 79 11-Jul-12 TO: Community Redevelopment Authority Board Members FROM: Chad Nabity, Planning Department Director RE: Bills Submitted for Payment The following bills have been submitted to the Community Redevelopment Authority Treasurer for preparation of payment. City of Grand Island Administration Fees $ 1,913.34 Accounting Officenet Inc. Postage $ 28.53 Lawnscape 408 E 2nd mowing $ 64.00 Lawnscape 3525 S Locust Shredding $ 350.00 Jerry's Sheet Metal State Fair Sheep Barn $ 96,311.50 Grand Island Independent Monthly & Redevelopment Plan Notices $ 15.52 Mayer, Burns, Koenig & Janulewicz Legal Services $ 105.00 Total: $ 98,787.89 Grand Island Regular Meeting - 7/11/2012 Page 18 / 79 Community Redevelopment Authority (CRA) Wednesday, July 11, 2012 Regular Meeting Item E1 Committed Projects Staff Contact: Chad Nabity Grand Island Regular Meeting - 7/11/2012 Page 19 / 79 COMMITTED PROJECTS TOTAL AMOUNT 2012 FISCAL YR 2013 FISCAL YR 2014 FISCAL YR ESTIMATE D COMP Downtown BID Grand Generation/YMCA $ 7,500.00 Indv. Building Evaluations $ - Historic Lighting Projects $ 30,000.00 Total Downtown BID *$ 97,500.00 Fall 2012 Larry Fowle/Micro Blight $ 2,000.00 $ 2,000.00 Fall 2012 Chief Industries $ 100,000.00 $ 100,000.00 Summer 2012 The Chocolate Bar $ 116,536.00 $ 116,536.00 Spring 2013 3333 Ramada Rd - Howard Johnson $ 100,000.00 $ 100,000.00 Fall 2012 Fonner Park **$ 192,623.00 $ 96,311.50 $ 96,311.50 Spring 2012 YMCA $ 48,000.00 $ 48,000.00 Summer 2012 2014 Wayside Horns (Custer/ Blaine) $ 100,000.00 $ 100,000.00 Winter 2014 The Grand Façade $300,000 ($100 over 3 fiscal yrs) $ 300,000.00 $ 200,000.00 $ 100,000.00 Spring 2012 Wilmar Realty LLC $300,000 ($100k over 3 fiscal yrs) *** $ 100,000.00 $ 100,000.00 Fall 2012 Total Committed $ 1,156,659.00 $ 583,811.50 $ 412,847.50 $ 100,000.00 Façade Budget $ Remaining $ 422,708.37 $ 987,500.00 Other Budget $ to use $ 100,000.00 $ 100,000.00 Other Budget $ to use $ 111,000.00 $ 111,000.00 subtotal $ 666,708.37 $ 1,198,500.00 Less committed $ (583,811.50)$ (412,847.50) Balance remaining $ 82,896.87 $ 785,652.50 CRA PROPERTIES Address Purchase Price Purchase Date Demo Cost Status 408 E 2 nd St $4,869 11/11/2005 $7,500 Surplus 3235 S Locust $450,000 4/2/2010 $39,764 Surplus June 30, 2012 * Downtown BID 8 has been paid for the POW Marker and for a part of the building evaluations. ** Fonner Park to be paid out over two years (project completed in Spring 2012). *** Wilmar has been paid $200,000 for their Façade grant (they have $100,000 remaining). Grand Island Regular Meeting - 7/11/2012 Page 20 / 79 Community Redevelopment Authority (CRA) Wednesday, July 11, 2012 Regular Meeting Item I1 Redevelopment Plan for 125 N Carey St. - Token Properties LLC Staff Contact: Chad Nabity Grand Island Regular Meeting - 7/11/2012 Page 21 / 79 Grand Island Regular Meeting - 7/11/2012 Page 22 / 79 Grand Island Regular Meeting - 7/11/2012 Page 23 / 79 Grand Island Regular Meeting - 7/11/2012 Page 24 / 79 Grand Island Regular Meeting - 7/11/2012 Page 25 / 79 Grand Island Regular Meeting - 7/11/2012 Page 26 / 79 Grand Island Regular Meeting - 7/11/2012 Page 27 / 79 Grand Island Regular Meeting - 7/11/2012 Page 28 / 79 Grand Island Regular Meeting - 7/11/2012 Page 29 / 79 Redevelopment Plan Amendment Grand Island CRA Area #6 July 2012 The Community Redevelopment Authority (CRA) of the City of Grand Island intends to amend the Redevelopment Plan for Area #6 with in the city, pursuant to the Nebraska Community Development Law (the “Act”) and provide for the financing of a specific infrastructure related project in Area #6. Executive Summary: Project Description THE DEMOLITION OF THE EXISTING SINGLE FAMILY HOUSE AT 125 N CAREY AND THE SUBSEQUENT ACQUISITION, SITE WORK, UTILITY IMPROVEMENTS, ENGINEERING, LANDSCAPING AND PARKING IMPROVEMENTS NECESSARY FOR REBUILDING TWO DUPLEXES AT THIS LOCATION. The use of Tax Increment Financing to aid in demolition of existing structures along with costs associated with redevelopment of this site with two new duplexes. The use of Tax Increment Finance makes it affordable to provide additional housing in Grand Island at this location at a contract rent that is consistent with the neighborhood. This project would not be possible in an affordable manner without the use of TIF. The site is owned by the developer and will be acquired for actual purchase price by a Limited Liability Corporation owned and controlled by the developer. All site work, demolition and utilities will be paid for by the developer. The developer is responsible for and has provided evidence that they can secure adequate debt financing to cover the costs associated with the acquisition, site work and remodeling. The Grand Island Community Redevelopment Authority (CRA) intends to pledge the ad valorem taxes generated over the 15 year period beginning January 1, 2013 towards the allowable costs and associated financing for the acquisition and site work. TAX INCREMENT FINANCING TO PAY FOR THE ACQUISTION OF THE PROPERTY AND RELATED SITE WORK WILL COME FROM THE FOLLOWING REAL PROPERTY: Property Description (the “Redevelopment Project Area”) This property is located at the northeast corner of 125 N Carey in northeast Grand Island. The attached map identifies the subject property and the surrounding land uses: Legal Descriptions Lots 7 and 8 Block 37 of Packer and Barr’s Second Addition to the City of Grand Island. Grand Island Regular Meeting - 7/11/2012 Page 30 / 79 Grand Island Regular Meeting - 7/11/2012 Page 31 / 79 The tax increment will be captured for the tax years the payments for which become delinquent in years 2014 through 2028 inclusive. The real property ad valorem taxes on the current valuation will continue to be paid to the normal taxing entities. The increase will come from development of a duplex housing unit at this location. Statutory Pledge of Taxes. Pursuant to Section 18-2147 of the Act, any ad valorem tax levied upon real property in the Redevelopment Project Area shall be divided, for the period not to exceed 15 years after the effective date of the provision, which effective date shall be January 1, 2013. a. That portion of the ad valorem tax which is produced by levy at the rate fixed each year by or for each public body upon the redevelopment project valuation 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 in the redevelopment project in excess of such amount, if any, shall be allocated to and, when collected, paid into a special fund of the Authority to pay the principal of; the interest on, and any premiums due in connection with the bonds, loans, notes, or advances on money to, or indebtedness incurred by, whether funded, refunded, assumed, or otherwise, such Authority for financing or refinancing, in whole or in part, a redevelopment project. When such bonds, loans, notes, advances of money, or indebtedness 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 in such redevelopment project shall be paid into the funds of the respective public bodies. Pursuant to Section 18-2150 of the Act, the ad valorem tax so divided is hereby pledged to the repayment of loans or advances of money, or the incurring of any indebtedness, whether funded, refunded, assumed, or otherwise, by the CRA to finance or refinance, in whole or in part, the redevelopment project, including the payment of the principal of, premium, if any, and interest on such bonds, loans, notes, advances, or indebtedness. Grand Island Regular Meeting - 7/11/2012 Page 32 / 79 Redevelopment Plan Amendment Complies with the Act: The Community Development Law requires that a Redevelopment Plan and Project consider and comply with a number of requirements. This Plan Amendment meets the statutory qualifications as set forth below. 1. The Redevelopment Project Area has been declared blighted and substandard by action of the Grand Island City Council on October 9, 2007.[§18-2109] Such declaration was made after a public hearing with full compliance with the public notice requirements of §18-2115 of the Act. 2. Conformation to the General Plan for the Municipality as a whole. [§18-2103 (13) (a) and §18-2110] Grand Island adopted a Comprehensive Plan on July 13, 2004. This redevelopment plan amendment and project are consistent with the Comprehensive Plan, in that no changes in the Comprehensive Plan elements are intended. This plan merely provides funding for the developer to acquire the necessary property and provide the necessary site work for the construction of a permitted use on this property. 3. The Redevelopment Plan must be sufficiently complete to address the following items: [§18-2103(13) (b)] a. Land Acquisition: The Redevelopment Plan for Area #6 provides for real property acquisition and this plan amendment does not prohibit such acquisition. There is no proposed acquisition by the authority. b. Demolition and Removal of Structures: The project to be implemented with this plan does for the demolition and removal of an existing substandard housing unit at this location. The structure to be demolished is a vacant substandard residential structure owned by the applicant. c. Future Land Use Plan See the attached map from the 2004 Grand Island Comprehensive Plan. All of the area around the site in private ownership is planned for mixed-used manufacturing development, this includes both small scale manufacturing and housing. This property is in private ownership. [§18-2103(b) and §18-2111] The attached map also is an accurate site plan of the area after redevelopment. [§18-2111(5)] Grand Island Regular Meeting - 7/11/2012 Page 33 / 79 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 7/11/2012 Page 34 / 79 d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The area is zoned M3-Mixed Use Manufacturing zone. No zoning changes are anticipated with this project. No changes are anticipated in street layouts or grades. No changes are anticipated in building codes or ordinances. Nor are any other planning changes contemplated. [§18-2103(b) and §18-2111] e. Site Coverage and Intensity of Use The developer is proposing remove the existing structures from the property. The M3 zoning district allows 1 dwelling unit per 1000 square feet of property the size of each lot is 6720 square feet; enough to legally accommodate a duplex housing unit on each lot. The property is zoned M3 and could accommodate a building of up to 65% of the property area; allowable coverage would be about 4,368 square feet. The proposed units including the attached garages will cover about 2,400 square feet, well within the allowable coverage. [§18-2103(b) and §18-2111] f. Additional Public Facilities or Utilities Sewer and water are available to support this development. New water and sewer services may be required for this building. No other utilities would be impacted by the development. The developer will be responsible for replacing any sidewalks damaged during construction of the project. No other utilities would be impacted by the development. [§18-2103(b) and §18-2111] Grand Island Regular Meeting - 7/11/2012 Page 35 / 79 4. The Act requires a Redevelopment Plan provide for relocation of individuals and families displaced as a result of plan implementation. This property, owned by the developer is currently vacant, no relocation is contemplated or necessary. [§18- 2103.02] 5. No member of the Authority, nor any employee thereof holds any interest in any property in this Redevelopment Project Area. [§18-2106] 6. Section 18-2114 of the Act requires that the Authority consider: a. Method and cost of acquisition and preparation for redevelopment and estimated proceeds from disposal to redevelopers. The developer has purchased the property in 2006. The cost of property acquisition $42,000 is included as a TIF eligible expense. The property will be transferred to Token Properties, LLC for the original purchase price. Costs for demolition, site preparation, landscaping, concrete and contingencies of $28,662 are included as a TIF eligible expense. Engineering and design fees are estimated at $1,400 and are included as a TIF eligible expense. Fees and reimbursement to the City and the CRA of $2750 are included as a TIF eligible expense. Finance, interest and closing costs of $2000 are included as a TIF eligible expense. The total of eligible expenses for this project is $76,812. No property will be transferred to redevelopers by the Authority. The developer will provide and secure all necessary financing. b. Statement of proposed method of financing the redevelopment project. The developer will provide all necessary financing for the project. The Authority will assist the project by granting the sum of $76,812 from the proceeds of the TIF Indebtedness issued by the Authority. This indebtedness will be repaid from the Tax Increment Revenues generated from the project. TIF revenues shall be made available to repay the original debt and associated interest after January 1, 2014 through December 2028. c. Statement of feasible method of relocating displaced families. No families will be displaced as a result of this plan. 7. Section 18-2113 of the Act requires: Prior to recommending a redevelopment plan to the governing body for approval, an authority shall consider whether the proposed land uses and building requirements in the redevelopment project area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and harmonious development of the city and its environs which will, in accordance with present and future needs, Grand Island Regular Meeting - 7/11/2012 Page 36 / 79 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. The Authority has considered these elements in proposing this Plan Amendment. This amendment, in and of itself will promote consistency with the Comprehensive Plan, in that it will allow for the utilization of and redevelopment of commercial lots. This will not significantly impact traffic on at the Five Points intersection. Renovated commercial development will raise property values and provide a stimulus to keep surrounding properties properly maintained. This will have the intended result of preventing recurring elements of unsafe buildings and blighting conditions. 8. Time Frame for Development Development of this project (including demolition, site preparation and new construction) is anticipated to be completed between October 2012 and September of 2013. Excess valuation should be available for this project for 15 years beginning with the 2014 tax year. 9. Justification of Project This is a residential neighborhood characterized by single family dwellings on smaller lots. The existing structure is considered badly worn by the Hall County Assessor and has a number of safety issues that cannot be fixed without the cost of the repairs exceeding the value of the building. The City of Grand Island is in need of additional housing units and this development will remove one very poor housing unit and replace it with 4 brand new units. This is infill development in an area with all city services available. This project does not propose to tear down any buildings with historic value. 10. Cost Benefit Analysis Section 18-2113 of the Act, further requires the Authority conduct a cost benefit analysis of the plan amendment in the event that Tax Increment Financing will be used. This analysis must address specific statutory issues. (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $41,244. The proposed demolition and subsequent construction of duplexes at this location will result in an additional $259,750 of taxable valuation based on an analysis by the Hall County Assessor’s office. No tax shifts are anticipated from the project. The project creates additional valuation that will support taxing entities long after the project is paid off. Grand Island Regular Meeting - 7/11/2012 Page 37 / 79 (b) Public infrastructure and community public service needs impacts and local tax impacts arising from the approval of the redevelopment project; No additional public service needs have been identified. Existing water and waste water facilities will not be impacted by this development. The electric utility has sufficient capacity to support the development. It is not anticipated that this will impact schools. Fire and police protection are available and should not be impacted by this development. (c) Impacts on employers and employees of firms locating or expanding within the boundaries of the area of the redevelopment project; The proposed facility will provide jobs for persons employed with T.C. Enck Construction. It will have no impact on other firms locating or expanding in the area. (d) Impacts on other employers and employees within the city or village and the immediate area that are located outside of the boundaries of the area of the redevelopment project; and This project will not have a negative impact on other employers and will result in additional housing choices for employees within the city. (e) Any other impacts determined by the authority to be relevant to the consideration of costs and benefits arising from the redevelopment project. This project will increase the available quality housing in Grand Island by a net of four (4) units. The existing structure is worn out and not acceptable as a housing unit. These types of smaller projects spread throughout the city will have a less drastic impact on neighborhoods and schools than a centralized larger housing project. This neighborhood has not had a great deal of new development in many years and some newer buildings, especially ones that replace worn out buildings are likely to raise all of the property values. Time Frame for Development Development of this project is anticipated to be completed during between October 1, 2012 and September 1 of 2013. The base tax year should be calculated on the value of the property as of January 1, 2013. Excess valuation should be available for this project for 15 years beginning in 2013 with taxes due in 2014. Excess valuation will be used to pay the TIF Indebtedness issued by the CRA per the contract between the CRA and the developer for a period not to exceed 15 years or an amount not to exceed $76,812 the projected amount of increment based upon the anticipated value of the project and current tax rate. Based on the estimates of the expenses of the cost of demolition, site preparation, engineering, expenses and fees reimbursed to the City and CRA, and financing fees the developer will spend at least $76,812 on TIF eligible activities. Grand Island Regular Meeting - 7/11/2012 Page 38 / 79 See Attached Building Plans Grand Island Regular Meeting - 7/11/2012 Page 39 / 79 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 138 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, SUBMITTING A PROPOSED REDEVELOPMENT PLAN TO THE HALL COUNTY REGIONAL PLANNING COMMISSION FOR ITS RECOMMENDATION WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), pursuant to the Nebraska Community Development Law (the "Act"), prepared a proposed redevelopment plan (the "Plan") a copy of which is attached hereto as Exhibit 1, for redevelopment of an area within the city limits of the City of Grand Island, Hall County, Nebraska; and WHEREAS, the Authority is required by Section 18-2112 of the Act to submit said to the planning board having jurisdiction of the area proposed for redevelopment for review and recommendation as to its conformity with the general plan for the development of the City of Grand Island, Hall County, Nebraska; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: The Authority submits to the Hall County Regional Planning Commission the proposed Plan attached to this Resolution, for review and recommendation as to its conformity with the general plan for the development of the City of Grand Island, Hall County, Nebraska. Passed and approved this ___ day of ___________, 2012. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By___________________________ Chairperson ATTEST: __________________________ Secretary Grand Island Regular Meeting - 7/11/2012 Page 40 / 79 EXHIBIT 1 REDEVELOPMENT PLAN AMENDMENT Grand Island Regular Meeting - 7/11/2012 Page 41 / 79 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 139 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, PROVIDING NOTICE OF INTENT TO ENTER INTO A REDEVELOPMENT AFTER THE PASSAGE OF 30 DAYS AND OTHER MATTERS WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), has received an Application for Tax Increment Financing under the Nebraska Community Development Law (the “Act”) on a project within redevelopment area #6, from Token Properties, LLC, (The "Developer") for redevelopment of an area within the city limits of the City of Grand Island as set forth in Exhibit 1 attached hereto area; and WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), is proposing to use Tax Increment Financing on a project within redevelopment area #6; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: Section 1. In compliance with section 18-2114 of the Act, the Authority hereby gives the governing body of the City notice that it intends to enter into the Redevelopment Contract, attached as Exhibit 1, with such changes as are deemed appropriate by the Authority, after approval of the redevelopment plan amendment related to the redevelopment project described in the Redevelopment Contract, and after the passage of 30 days from the date hereof. Section 2. The Secretary of the Authority is directed to file a copy of this resolution with the City Clerk of the City of Grand Island, forthwith. Passed and approved this ___ day of __________, 2012. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By ___________________________ Chairperson ATTEST: ___________________ Secretary Grand Island Regular Meeting - 7/11/2012 Page 42 / 79 Exhibit 1 Attach a copy of the Redevelopment Contract Grand Island Regular Meeting - 7/11/2012 Page 43 / 79 REDEVELOPMENT CONTRACT This Redevelopment Contract is made and entered into as of the _____th day of ___________, 2012, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska (“Authority”), and Token Properties, LLC, a 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 l8-2101 to 18-2154, Reissue Revised Statutes of Nebraska, 2007, as amended (collectively the “Act”), has designated an area in the City as blighted and substandard; and WHEREAS, Authority and Redeveloper desire to enter into this Redevelopment Contract for acquisition and redevelopment of a parcel in the blighted and substandard area; 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: 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 18-2154, Reissue Revised Statutes of Nebraska, 2007, 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” means the holders of TIF indebtedness issued by the Authority from time to Grand Island Regular Meeting - 7/11/2012 Page 44 / 79 time outstanding. “Liquidated Damages Amount” means the amounts to be repaid to Authority by Redeveloper pursuant to Section 6.02 of this Redevelopment Contract. “Project” means the improvements to the Redevelopment Area, as fully described in application of the Redeveloper to the Authority for assistance and the Redevelopment Plan Amendment, related to the application, approved by the Governing Body incorporated herein by reference and, as used herein, shall include the Redevelopment Area real estate. “Project Costs” means only costs or expenses incurred by Redeveloper for the purposes set forth in §18-2103 (a) through (f), inclusive, of the Act as identified on Exhibit C. “Redeveloper” means Token Properties, LLC, a limited liability company. “Redevelopment Area” means that certain real property situated in the City of Grand Island, Hall County, Nebraska, which has been declared blighted and substandard by the City pursuant to the Act, and which is more particularly described on Exhibit A attached hereto and incorporated herein by this reference. “Redevelopment Contract” means this redevelopment contract between the Authority and Redeveloper with respect to the Project. “Redevelopment Plan” means the Amended Redevelopment Plan for the Redevelopment Area related to the Project, prepared by the Authority and approved by the City pursuant to the Act. “Resolution” means the Resolution of the Authority, as supplemented from time to time, approving this Redevelopment Contract and the issuance of the TIF Indebtedness. “TIF Indebtedness” means the note incurred by the Authority pursuant to Article III hereof and secured in whole or in part by TIF Revenues, as shown on attached Exhibit B. “TIF Revenues” means incremental ad valorem taxes generated by the Project which are allocated to and paid to the Authority pursuant to the Act. Section 1.02 Construction and Interpretation. The provisions of this Redevelopment Contract shall be construed and interpreted in accordance with the following provisions: (a)Wherever in this Redevelopment Contract it is provided that any person may do or perform any act or thing the word “may” shall he 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. Grand Island Regular Meeting - 7/11/2012 Page 45 / 79 (b)The phrase “at any time” shall be construed as meaning “at any time or from time to time.” (c)The word ‘including” shall be construed as meaning ‘‘including, but not limited to.” (d)The words ‘will” and “shall” shall each be construed as mandatory. (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. (f)Forms of words in the singular, plural, masculine, feminine or neuter shall be construed to include the other forms as the context may require. (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 REPRESENTATIONS Section 2.01 Representations by Authority. The Authority makes the following representations and findings: (a)The Authority is a duly organized and validly existing Community Redevelopment Authority under the Act. (b)The Redevelopment Plan has been duly approved and adopted by the City pursuant to Section 18-2109 through 18-2117 of the Act. (c)The Authority deems 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 Redevelopment Project will achieve the public purposes of the Act by, among other things, increasing employment, improving public infrastructure, increasing the tax base, and lessening conditions of blight and substandard in the Redevelopment Area. (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 plan is in conformity with the legislative declarations and determinations set forth in the Act, and (2) Based on Representations made by the Redeveloper: (i) the Project would not be economically feasible without the use Grand Island Regular Meeting - 7/11/2012 Page 46 / 79 of tax-increment financing, (ii) the Project would not occur in the Redevelopment Area without the use of tax-increment financing, and (iii) the costs and benefits of the 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 Project. (f)The Authority has determined that the proposed land uses and building requirements in the Redevelopment Area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and 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. Section 2.02 Representations of Redeveloper. The Redeveloper makes the following representations: (a)The Redeveloper is an individual, 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. (b)The execution and delivery of the Redevelopment Contract and the consummation of the transactions therein 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 Project or the carrying into effect of this Redevelopment Contract or, except as disclosed in writing to the Authority, as in any other matter materially affecting the ability of Redeveloper to perform its obligations hereunder. Grand Island Regular Meeting - 7/11/2012 Page 47 / 79 (d)Any financial statements of the Redeveloper or its Members delivered to the Authority prior to the date hereof are true and correct in all respects and fairly present the financial condition of the Redeveloper and the Project as of the dates thereof; no materially adverse change has occurred in the financial condition reflected therein since the respective dates thereof; and no additional borrowings have been made by the Redeveloper since the date thereof except in the ordinary course of business, other than the borrowing contemplated hereby or borrowings disclosed to or approved by the Authority. (e)The Project would not be economically feasible without the use of tax increment financing. (f)The Project would not occur in the Redevelopment Area without the use of tax-increment financing. (g)The Redeveloper is an accredited investor as that term is defined for purposes Regulation D, issued pursuant to the Securities Act of 1933, as amended. (h)The Redeveloper hereby verifies it has been legally obligated to incur the costs set forth on Exhibit C as part of the Project. ARTICLE III OBLIGATIONS OF THE AUTHORITY Section 3.01 Division of Taxes. In accordance with Section 18-2147 of the Act, the Authority hereby provides that any ad valorem tax on the following real property in the Project: to wit: Lot 8 Block 31 of Packer and Barr’s Second Addition to the City of Grand Island, Hall County, Nebraska, for the benefit of any public body be divided for a period of fifteen years after the effective date of this provision as set forth in this section. The effective date of this provision shall be January 1, 2013. (a)That proportion of the ad valorem tax 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) 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 proportion of the ad valorem tax on real property in the Redevelopment Area in excess of such amount (the “Incremental Ad Valorem Tax”), if any, shall be allocated to, is pledged to, and, when collected, paid into a special fund of the Authority to pay the principal of, the interest on, and any premiums due in connection with the bonds, loans, notes or advances of money to, or indebtedness incurred by whether funded, refunded, assumed, or otherwise, such Authority for financing or refinancing, in whole or in part, such Project. When such bonds, loans, notes, advances of money, or indebtedness, including Grand Island Regular Meeting - 7/11/2012 Page 48 / 79 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 in such Project shall be paid into the funds of the respective public bodies. Section 3.02 Issuance of TIF Indebtedness Execute and deliver to the Redeveloper, as Purchaser, at closing, the Redevelopment Note in substantially the same form as the copy attached hereto as Exhibit B. The purchase price of the TIF Indebtedness shall be offset against the Grant described in Section 3.04 hereof. The TIF Indebtedness issued pursuant to the provisions of this contract constitutes a limited obligation of the Authority payable exclusively from that portion of the ad valorem real estate taxes mentioned in subdivision (1) (b) of Section 18-2147, R.R.S. Neb. 2007, as levied, collected and apportioned from year to year with respect to certain real estate located within the "Redevelopment Area" The TIF Indebtedness shall not constitute a general obligation of the Authority and the Authority shall be liable for the payment thereof only out of said portion of taxes as described in this paragraph. The TIF Indebtedness shall not constitute an obligation of the State of Nebraska or of the City or the Authority (except for such receipts as have been pledged pursuant to Section 3.03) and neither the State or Nebraska, the Authority nor the City 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 pursuant to Section 3.03). Neither the members of the Authority's governing body nor any person executing the TIF Indebtedness shall be liable personally on the TIF Indebtedness by reason of the issuance thereof. The Authority’s obligation to the holder of the TIF Indebtedness shall terminate, in all events no later than 15 years from the effective date set forth in Section 3.01 hereof. Section 3.03 Pledge of TIF Revenues. The Authority hereby pledges 100% of the annual TIF Revenues as security for the TIF Indebtedness. Section 3.04 Grant of Proceeds of’ TIF Indebtedness. From the proceeds of the TIF indebtedness incurred as described on Exhibit B, the Authority shall grant the following sums to the following entities, to wit: 100% to the Redeveloper for Project Costs. Notwithstanding the foregoing, the amount of the grant shall not exceed the amount of Project Costs certified pursuant to Section 4.02. The grants shall be paid to the Redeveloper upon certification that the Redeveloper has incurred or is obligated to incur such Project Costs which include supporting documentation requested by Authority from time to time. Grand Island Regular Meeting - 7/11/2012 Page 49 / 79 Section 3.05 Creation of Fund. The Authority will create a special fund to collect and hold the TIF Revenues. Such special fund shall be used for no purpose other than to pay TIF Indebtedness issued pursuant to Sections 3.02 above. ARTICLE IV OBLIGATIONS OF REDEVELOPER Section 4.01 Construction of Project; Insurance. (a) Redeveloper will complete the Project and install all infrastructure, improvements, buildings, fixtures, equipment and furnishings necessary to operate the Project. Redeveloper shall be solely responsible for obtaining all permits and approvals necessary to acquire, construct and equip the Project. Until construction of the Project has been completed, Redeveloper shall 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. Promptly after completion by the Redeveloper of the Project, the Redeveloper shall furnish to the Authority a Certificate of Completion. The certification by the Redeveloper shall be a conclusive determination of satisfaction of the agreements and covenants in this Redevelopment Contract with respect to the obligations of Redeveloper and its successors and assigns to construct the Project. As used herein, the term “completion” shall meant substantial completion of the Project. (b) Any general contractor chosen by the Redeveloper or the Redeveloper itself shall be required 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 and a penal bond as required by the Act. The City, the Authority and the Redeveloper shall be named as additional insured. Any contractor chosen by the Redeveloper or the Redeveloper itself, as an owner, shall be required to purchase and maintain property insurance upon the Project to the full insurable value thereof. 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 or the Redeveloper, as the case may be, shall furnish the Authority 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 any of the policies. Section 4.02 Cost Certification. Redeveloper shall submit to Authority a certification of Project Costs, on or before the issuance of the TIF Indebtedness which shall contain detail and documentation showing the payment or obligation for payment of Project Costs specified on the attached Exhibit C in an amount at least equal to the grant to Redeveloper pursuant to Section 3.05. Grand Island Regular Meeting - 7/11/2012 Page 50 / 79 Section 4.03 Costs. Redeveloper shall pay the Authority the following sums on execution of this agreement: a. $1,250 for legal expenses of Authority b. $1,000 for City administrative accounting of incremental tax payments. Redeveloper understands that the law firm assisting with the issuance of the TIF Indebtedness represents the Authority and not the Redeveloper. Section 4.04 No Discrimination. Redeveloper agrees and covenants for itself, its successors and assigns that as long as any TIF Indebtedness is outstanding, 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 Project. Redeveloper, for itself and its successors and assigns, agrees that during the construction of the 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. Redeveloper will comply with all applicable federal, state and local laws related to the Project. Section 4.05 Pay Real Estate Taxes. Redeveloper intends to create a taxable real property valuation of the Redevelopment Area and Project of Two Hundred Ten Thousand Dollars ($210,000) no later than January 1, 2014. During the period that any TIF Indebtedness is outstanding, neither the Redeveloper, nor its assigns, will (1) file a protest seeking to obtain a real estate property valuation on the Redevelopment Area of less than Two Hundred Ten Thousand Dollars ($210,000) after substantial completion or occupancy; (2) convey the Redevelopment Area on structures thereon to any entity which would be exempt from the payment of real estate taxes or cause the nonpayment of such real estate taxes; nor (3) allow real estate taxes and assessments levied on the Redevelopment Area and Project to become delinquent during the term that any TIF Indebtedness is outstanding. Section 4.07 Assignment or Conveyance. Any assignment or conveyance of the any portion of the Redevelopment, the Project or any interest therein prior to the termination of the 15 year period commencing on the effective date specified in Section 3.01 hereof Area by the Redeveloper shall be subject to the terms and conditions of this Redevelopment Contract. Section 4.08 Purchase of TIF Indebtedness. The Redeveloper shall purchase the TIF Indebtedness at 100% of the principal amount thereof upon issuance of such debt. The Authority offset such purchase against the grant provided in Section 3.04 hereof. Section 4.09 Penal Bond. Grand Island Regular Meeting - 7/11/2012 Page 51 / 79 The Redeveloper shall execute a penal bond for the Project with good and sufficient surety to be approved by the Authority meeting the requirements of Section 18-2151, Reissue Revised Statutes of Nebraska, as amended, on or prior to its execution of this Contract. Section 4.10 Immigration Status. Redeveloper agrees that any contractor providing services on the Project site will utilize the federal immigration verification system, as defined in Section 4-114, Reissue Revised Statutes of Nebraska, (Supp. 2009), to determine the work eligibility status of new employees physically performing services on the Project. ARTICLE V FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES Section 5.01 Financing. Redeveloper shall pay all Project Costs and any and all other costs related to the Redevelopment Area and the Project which are in excess of the amounts paid from the proceeds of the TIF Indebtedness granted to Redeveloper. Prior to issuance of the TIF Indebtedness, Redeveloper shall provide Authority with evidence satisfactory to the Authority that private funds have been committed to the Redevelopment Project in amounts sufficient to complete the Redevelopment Project. Redeveloper shall timely pay all costs, expenses, fees, charges and other amounts associated with the Project. ARTICLE VI DEFAULT, REMEDIES; INDEMNIFICATION Section 6.01 General Remedies of Authority and Redeveloper. Subject to the further provisions of this Article VI, 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. 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 on in breach of its obligations. Grand Island Regular Meeting - 7/11/2012 Page 52 / 79 Section 6.02 Additional Remedies of Authority In the event that: (a)The Redeveloper, on successor in interest, shall fail to complete the construction of the Project on or before January 1, 2014, or shall abandon construction work for any period of 90 days, (b)The Redeveloper, on successor in interest, shall fail to pay real estate taxes or assessments on the Redevelopment Area on any part thereof or payments in lieu of taxes pursuant to Section 4.07 when due; or (c) There is, in violation of Section 4.08 of this Redevelopment Contract, and such failure or action by the Redeveloper has not been cured within 30 days following written notice from Authority, then the Redeveloper shall be in default of this Redevelopment Contract. In the event of such failure to perform, breach or default occurs and is not cured in the period herein provided, the parties agree that the damages caused 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 3.04 of this Redevelopment Contract, less any reductions in the principal amount of the TIF Indebtedness, plus interest on such amounts as provided herein (the “Liquidated Damages Amount”). The Liquidated Damages Amount shall be paid by Redeveloper to Authority within 30 days of demand from Authority. Interest shall accrue on the Liquidated Damages Amount at the rate of one percent (1%) over the prime rate as published and modified in the Wall Street Journal from time to time and interest shall commence from the date that the Authority gives notice to the Redeveloper demanding payment. Payment of the Liquidated Damages Amount shall not relieve Redeveloper of its obligation to pay real estate taxes or assessments with respect to the Project. Section 6.03 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 6.02), 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 the default 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. Grand Island Regular Meeting - 7/11/2012 Page 53 / 79 Section 6.04 Forced Delay Beyond Party’s Control. 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 Area for redevelopment, or the beginning and completion of construction of the 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 negligence, including, but not restricted to, acts of God, 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; 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 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. Section 6.05 Limitations of Liability; Indemnification. Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, the Authority, nor their officers, directors, employees, agents nor their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Authority under this Redevelopment Contract shall be the issuance of the TIF Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, as specifically set forth in Sections 3.02 and 3.04. The obligation of the City and Authority on any TIF Indebtedness shall be limited solely to the payment of the TIF Revenues on the TIF Indebtedness. Specifically, but without limitation, neither the City nor Authority shall be liable for any costs, liabilities, actions, demands, or damages for failure of any representations, warranties or obligations hereunder. The Redeveloper releases the City and Authority from, agrees that neither the City or 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 Project. The Redeveloper will indemnify and hold each of the City and Authority and their directors, officers, agents, employees and member of their governing bodies free and harmless from any loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, including 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 thereof) or persons, occurring or allegedly occurring in, on or about the Project during the term of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, whether on not related to the Project, or resulting from or in any way connected with specified events, including the management of’ the Project, or in any way related to the enforcement of this Grand Island Regular Meeting - 7/11/2012 Page 54 / 79 Redevelopment Contract or army other cause pertaining to the Project. ARTICLE VII MISCELLANEOUS Section 7.01 Notice Recording. This Redevelopment Contract or a notice memorandum of this Redevelopment Contract shall be recorded with the County Register of Deeds in which the Redevelopment Area is located. Section 7.02 Governing Law. This Redevelopment Contract shall be governed by the laws of the State of’ Nebraska, including but not limited to the Act. Section 7.03 Binding Effect; Amendment. This Redevelopment Contract shall be binding on the parties hereto and their respective successors and assigns. This Redevelopment Contract shall run with the Redevelopment Area. The Redevelopment Contract shall not be amended except by a writing signed by the party to be bound. Section 7.04 Third Party Enforcement, The provisions of this Redevelopment Contract which obligate the Redeveloper shall inure to the benefit of the holder of the TIF Indebtedness, the Hall County Assessor, the City and the Authority, any of whom may, but are not obligated to enforce the terms of this Redevelopment Contract in a court of law. IN WITNESS WHEREOF, Authority and Redeveloper have signed this Redevelopment Contract as of the date and year first above written. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF ATTEST: GRAND ISLAND, NEBRASKA _________________________________By: ___________________________________ Secretary Chairman Grand Island Regular Meeting - 7/11/2012 Page 55 / 79 Token Properties, LLC _____________________________ Managing Member STATE OF NEBRASKA ) ) ss. COUNTY OF HALL) The foregoing instrument was acknowledged before me this ______ day of ______, _____, by _______________ and ________________, Chair and Secretary, respectively, of the Community Redevelopment Authority of the City of Grand Island, Nebraska, on behalf of the Authority. __________________________________ Notary Public Grand Island Regular Meeting - 7/11/2012 Page 56 / 79 STATE OF NEBRASKA ) ) ss. COUNTY OF __________) The foregoing instrument was acknowledged before me this ______ day of ______, _____, by ____________________, Managing Member of Token Properties, LLC, on behalf of the company. __________________________________ Notary Public Grand Island Regular Meeting - 7/11/2012 Page 57 / 79 EXHIBIT A DESCRIPTION OF REDEVELOPMENT AREA Lots 7 and 8 Block 37 of Packer and Barr’s Second Addition to the City of Grand Island, Hall County, Nebraska. A-I Grand Island Regular Meeting - 7/11/2012 Page 58 / 79 EXHIBIT B FORM OF TIF INDEBTEDNESS Exhibit B THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933 ACT) AND MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE 1933 ACT SHALL BE IN EFFECT WITH RESPECT HERETO AND THERE SHALL HAVE BEEN COMPLIANCE WITH THE 1933 ACT AND ALL RULES AND REGULATIONS THEREUNDER, OR THERE SHALL HAVE BEEN DELIVERED TO THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND (THE AUTHORITY) PRIOR TO SUCH TRANSFER, ASSIGNMENT, SALE OR HYPOTHECATION, AN OPINION OF COUNSEL, SATISFACTORY TO THE AUTHORITY TO THE EFFECT THAT REGISTRATION UNDER THE 1933 ACT IS NOT REQUIRED. UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL TAX INCREMENT REVENUE NOTE OF THE COMMUNITY AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (TOKEN PROPERTIES, LLC (TODD ENCK) PROJECT) Principal Amount Interest Rate Per Annum Final Maturity Date $76,812 0.00%December 31, 2027 KNOW ALL PERSONS BY THESE PRESENTS: That the Community Redevelopment Authority of the City of Grand Island, Nebraska, hereby acknowledges itself to owe and for value received promises to pay, but only from the sources herein designated, to Token Properties, LLC, or order, 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 at the rate of zero percent [0.00%] per annum on the unpaid balance. This Note is due and payable in full on December 31, 2027. This Note shall also be subject to mandatory partial redemption, without notice, on each June 1 and December 1, (“Payment Date”) beginning June 1, 2013, from all funds available in the Debt Service Fund established by the Grand Island City Treasurer for the tax increment revenues pledged to payment of this Note, rounded down to the nearest one hundred dollars (which funds are referred to in this Note as "Available Funds"). Available Funds shall be applied to the prepayment of principal on each payment date and shall be remitted to the registered owner of the Note. The payment of principal due upon the final Grand Island Regular Meeting - 7/11/2012 Page 59 / 79 maturity is payable upon presentation and surrender of this Note to the Treasurer of said Authority, as Paying Agent and Registrar for said Authority, at the offices of the Community Redevelopment Authority of the City of Grand Island at City Hall, in Grand Island, Nebraska. The payments of mandatory partial redemption of principal on each payment date (other than at final payment) will be paid when due by a check or draft mailed by said Paying Agent and Registrar to the registered owner of this Note, as shown on the books or 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 payment date occurs, to such owner's address as shown on such books and records. The Authority, however, reserves the right and option of prepaying principal of this Note, in whole or in part, from any available sources at any time at the principal amount thereof. Notice of any such optional prepayment shall be given by mail, sent to the registered owner of this Note at said registered owner's address. The principal of this Note shall be subject to mandatory redemptions made in part on any payment date, as set forth in this Note, from available funds without any requirement for notice. This Note is the single Note in the total principal amount of Seventy Six Thousand Eight Hundred Twelve and no one hundredths Dollars ($76,812.00) issued by the Authority for the purpose of paying the costs of redevelopment of certain real estate located in the City of Grand Island, as designated in that redevelopment plan amendment recommended by the Authority and approved by the City Council of the City of Grand Island, Nebraska, (the “Plan”), all in compliance with Article 21 of Chapter 18, Reissue Revised Statutes of Nebraska, 2007, as amended, and has been duly authorized by resolution passed and approved by the governing body of the Authority (the "Resolution"). This Note constitutes a limited obligation of the Authority payable exclusively from that portion of the ad valorem real estate taxes mentioned in subdivision (1) of Section 18-2147, R.R.S. Neb. 2007, as levied, collected and apportioned from year to year with respect to certain real estate located within the "Project" (as defined in the Redevelopment Contract). Pursuant to Section 18-2150, R.R.S. Neb. 2007, said portion of taxes has been pledged for the payment of this Note, as the same become subject to mandatory redemption. This Note shall not constitute a general obligation of the Authority and the Authority shall be liable for the payment thereof only out of said portion of taxes as described in this paragraph. This Note shall not constitute an obligation of the State of Nebraska or of the City or Grand Island (except for such receipts as have been pledged pursuant to Section 18-2150 R.R.S. Neb. 2007) and neither the State or 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 pursuant to Section 18-2150 R.R.S. Neb. 2007). Neither the members of the Authority's governing body nor any person executing this Note shall be liable personally on this Note by reason of the issuance hereof. This Note 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 Note for notation of transfer as provided on the reverse hereof and subject to the conditions provided for established by the Authority. The Authority, the Paying Agent and Registrar and any other person may treat the person whose name this Note 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 Note be overdue or not. Grand Island Regular Meeting - 7/11/2012 Page 60 / 79 THIS NOTE MAY ONLY BE TRANSFERRED TO PERSONS OR ENTITIES DELIVERING AN INVESTMENT LETTER TO THE PAYING AGENT AND REGISTRAR CONFORMING TO REQUIREMENTS ESTABLISHED BY THE AUTHORITY. If the day for payment of the principal of this Note 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. THE PRINCIPAL AND INTEREST DUE ON THIS NOTE SHALL BE REDUCED TO ZERO AFTER ALL AVAILABLE FUNDS PLEDGED TO THIS NOTE HAVE BEEN PAID TO THE HOLDER HEREOF REGARDLESS OF WHETHER SUCH PAYMENTS ARE SUFFICIENT TO AMORTIZE THE ORIGINAL PRINCIPAL AND INTEREST HEREON. “AVAILABLE FUNDS” IN THIS REGARD SHALL MEAN ALL INCREMENTAL AD VALOREM TAXES RELATED TO THE PROJECT WHICH BECOME DELINQUENT PRIOR TO JANUARY 1, 2027. IN WITNESS WHEREOF, the Chair and Secretary of the Community Redevelopment Authority of the City of Grand Island have caused this Note to be executed on behalf of said Authority by being signed by the Chair and Secretary and by causing the official seal of said Authority to be affixed hereto, all as of the date of issue shown above. Delivered this ___th day of ____________, 2012. (SEAL)COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA : By:_________________________ _ Chair ATTEST: _________________ Secretary Grand Island Regular Meeting - 7/11/2012 Page 61 / 79 PROVISION FOR REGISTRATION The ownership of this Note shall be registered as to both principal and interest on the books and records of the Community Redevelopment Authority of 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 Note 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 _________________, 2012 Token Properties, LLC B- 1 Grand Island Regular Meeting - 7/11/2012 Page 62 / 79 EXHIBIT C PROJECT COSTS All Project Costs payable from the proceeds of TIF indebtedness pursuant to the Act including: 1. Acquisition $42,000 2. Demolition site preparation and concrete $ 28,662 3. Finance & Closing $ 2,000 4. Architectural $ 1,400 5. Authority costs $ 2,750 TOTAL $76,812 Grand Island Regular Meeting - 7/11/2012 Page 63 / 79 Community Redevelopment Authority (CRA) Wednesday, July 11, 2012 Regular Meeting Item K1 2012-2013 Budget Staff Contact: Chad Nabity Grand Island Regular Meeting - 7/11/2012 Page 64 / 79 July 5, 2011 From: Chad Nabity, AICP Director To:CRA Board Re: 2012-2013 Budget Enclosed you will find a draft of the 2012-2013 CRA Budget. The 2012-2013 CRA Budget is presented with projected revenue from taxes of $640,000 the levy from last year is being retained and includes about $436,000 for CRA purposes including grants, façade improvements, committed projects and staffing as well as $204,000 for Lincoln Park Pool. This budget does project $90,000 of revenue for property sales during the upcoming year but has enough flexibility to accomplish all of budgeted activities without this occurrence. Based on our recent history the budget includes $150,000 for façade improvement. I am suggesting only $50,000 for property acquisitions. The other projects line will drop from $100,000 to $90,000 this year this money could be shifted to property purchase, grants or façade improvements depending on the need. Budgeting money in other projects makes it possible for the CRA to consider purchases like heating the sheep barn at Fonner Park or helping pay for the demolition of the Aurora Coop buildings. This is the first look you have had at the budget and I appreciate your attention to it. Depending on the budget schedule with Council you will either consider approval of the budget at your next regular meeting on August 8th, 2012 or we may need to schedule a special meeting at the end of July. Grand Island Regular Meeting - 7/11/2012 Page 65 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FY 2012- 2013 BUDGET 2008 2009 2010 2011 2012 2012 2013 Actual Actual Actual Actual Budget Forecasted Budget CONSOLIDATED Beginning Cash 952,497 1,236,622 1,547,542 985,902 918,329 918,329 333,272 There are rows that are hidden because they have formulas in them. If you unhide them DO NOT enter anything in them. Enter information for revenues and expenses below. REVENUE: TOTAL REVENUE 807,920 842,571 692,826 790,379 1,046,811 977,144 1,093,921 EXPENSES TOTAL EXPENSES 523,795 531,650 1,260,276 857,952 1,807,243 1,562,201 1,378,651 INCREASE(DECREASE) IN CASH 284,125 310,920 (567,451) (67,572) (1,034,000) (585,057) (284,730) ENDING CASH 1,236,622 1,547,542 980,091 918,329 655,880 333,272 48,542 LESS COMMITMENTS - - - - - AVAILABLE CASH 1,236,622 1,547,542 980,091 918,329 655,880 333,272 48,542 CRA CASH 1,144,841 1,449,401 938,028 870,571 608,122 285,514 784 LINCOLN POOL CASH - - - - TIF CASH 91,781 98,141 42,063 47,758 47,758 47,758 47,758 TOTAL CASH 1,236,622 1,547,542 980,091 918,329 655,880 333,272 48,542 Grand Island Regular Meeting - 7/11/2012 Page 66 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FY 2012- 2013 BUDGET 2008 2009 2010 2011 2012 2012 2013 Actual Actual Actual Actual Budget Forecasted Budget CRA REVENUES GENERAL OPERATIONS: 01 Property Taxes 493,602 487,610 442,832 421,109 436,320 436,320 436,320 Property Taxes-Lincoln Pool Levy 203,085 203,085 203,085 Interest Income 41,561 14,889 19,804 2,403 8,000 2,000 1,000 Loan Income (Poplar Street Water Line) - 1,800 2,500 Land Sales - 47,335 - 30,000 70,000 - 100,000 Other Revenue & Motor Vehicle Tax 1,300 8,959 12,156 12,372 10,000 12,000 12,000 TOTAL 536,463 558,792 474,791 465,884 727,405 655,205 754,905 GILI TRUST-07 Property Taxes 66,410 65,817 65,694 66,223 32,890 31,627 Interest Income - - 12 1,263 Other Revenue 1,108 277 8 TOTAL 67,518 66,094 65,702 66,235 32,890 32,890 - CHERRY PARK LTD II-08 Property Taxes 62,743 91,836 32,832 63,374 59,180 49,894 53,831 Interest Income 251 497 301 186 - 9,286 5,349 Other Revenue - - TOTAL 62,994 92,334 33,133 63,561 59,180 59,180 59,180 GENTLE DENTAL-09 Property Taxes 3,497 4,427 4,479 4,512 4,202 2,790 2,986 Interest Income 3 1 2 2 - 1,412 1,216 Other Revenue 947 2,610 - - TOTAL 4,447 7,037 4,481 4,514 4,202 4,202 4,202 PROCON TIF-10 Property Taxes 18,138 17,925 17,972 18,163 19,162 11,638 12,467 Interest Income 53 36 5 4 - 7,524 6,695 Other Revenue 972 232 1,172 1,555 - TOTAL 19,163 18,193 19,148 19,722 19,162 19,162 19,162 WALNUT HOUSING PROJECT-11 Property Taxes 93,632 62,942 33,089 63,871 74,472 43,096 46,051 Interest Income 100 207 26 13 - 31,376 28,421 Other Revenue 10,825 12,395 11,180 10,588 - TOTAL 104,557 75,544 44,296 74,471 74,472 74,472 74,472 Grand Island Regular Meeting - 7/11/2012 Page 67 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FY 2012- 2013 BUDGET 2008 2009 2010 2011 2012 2012 2013 Actual Actual Actual Actual Budget Forecasted Budget BRUNS PET GROOMING-12 Property Taxes 9,536 9,575 10,502 6,727 11,000 13,170 13,500 Interest Income - TOTAL 9,536 9,575 10,502 6,727 11,000 13,170 13,500 GIRAD VET CLINIC-13 Property Taxes 3,242 4,940 13,855 350 14,000 14,037 14,500 Interest Income - - - - - - TOTAL 3,242 4,940 13,855 350 14,000 14,037 14,500 GEDDES ST APTS - PROCON-14 Property Taxes 1,195 14,809 29,185 30,000 28,591 30,000 Interest Income - - - - - - TOTAL - 1,195 14,809 29,185 30,000 28,591 30,000 SOUTHEAST CROSSINGS-15 Property Taxes - 8,866 12,109 12,200 14,000 8,674 12,000 Interest Income - - - - - - TOTAL - 8,866 12,109 12,200 14,000 8,674 12,000 POPLAR STREET WATER-16 Property Taxes - - - - 1,000 1,826 2,500 Interest Income - - - - - - - Other Revenue 1,000 TOTAL - - - - 2,000 1,826 2,500 CASEY'S FIVE POINTS-17 Property Taxes - 4,429 15,000 8,670 10,000 Interest Income - - - - TOTAL CASEY'S FIVE POINTS - - - 4,429 15,000 8,670 10,000 SOUTHPOINTE HOTEL-18 Property Taxes - - - 41,479 22,000 44,144 46,000 Interest Income - - - - TOTAL SOUTHPOINTE HOTEL - - - 41,479 22,000 44,144 46,000 TODD ENCK-19 Property Taxes - - - 1,622 5,500 3,126 2,500 Interest Income - - - - - TOTAL TC ENCK - - - 1,622 5,500 3,126 2,500 JOHN SCHULTE CONSTRUCTION-21 Property Taxes - - - - 3,000 4,448 6,000 Interest Income - - - - - - TOTAL JOHN SCHULTE CONSTRUCTION - - - - 3,000 4,448 6,000 PHARMACY PROPERTIES INC-22 Property Taxes - - - - 8,000 5,347 11,000 Interest Income - - - - - - TOTAL PHARMACY PROPERTIES INC - - - - 8,000 5,347 11,000 KEN-RAY LLC-23 Property Taxes - - - - 5,000 - 34,000 Interest Income - - - - - - TOTAL KEN-RAY LLC - - - - 5,000 - 34,000 TOTAL REVENUE 807,920 842,571 692,826 790,379 1,046,811 977,144 1,093,921 Grand Island Regular Meeting - 7/11/2012 Page 68 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FY 2012- 2013 BUDGET 2008 2009 2010 2011 2012 2012 2013 Actual Actual Actual Actual Budget Forecasted Budget EXPENSES EXPENSES CRA GENERAL OPERATIONS: 01 Auditing & Accounting 5,000 7,601 4,392 3,998 5,000 4,000 5,000 Legal Services 2,143 4,829 3,060 2,389 10,000 3,000 3,000 Consulting Services - - - - 10,000 5,000 10,000 Contract Services 34,362 26,122 84,977 40,666 55,000 55,000 55,000 Printing & Binding 568 - - - 1,000 - 1,000 Other Professional Services 4,112 - - 6,393 5,000 - 5,000 General Liability Insurance - - - - 250 250 250 Postsge 142 159 202 712 200 200 200 Legal Notices 828 750 613 881 800 1,500 2,500 Licenses & Fees - - - - - - Travel & Training - - - - 1,000 200 1,000 Other Expenditures - - - 94 500 - - Office Supplies 105 38 328 746 500 300 300 Supplies - - - - 300 - 300 Land 33,090 129 448,720 2,002 100,000 - 50,000 - - DEBT - - Bond Payments/Fees 120,787 - 203,085 Payment to City-Lincoln Pool engineering fees 80,000 80,000 - PROJECTS: 05 - - Façade Improvement 207,871 241,793 354,015 442,155 150,000 231,000 150,000 South Locust - - - - - 2nd Street BID - - - - - Outstanding Façade Improvement Grants - - - 500,000 400,000 318,000 Railroad Horns - - - 240,000 144,500 - Other Committed Projects - - - 97,500 60,000 134,000 Other Projects - 2,858 - - 100,000 244,312 90,000 Property Taxes BID Fees - - - - 11,000 11,000 11,000 Property Management - - - - - - - TOTAL CRA OPERATING EXPENSES 288,221 284,279 896,308 500,035 1,488,837 1,240,262 1,039,635 GILI TRUST-07 Bond Principal 47,158 51,009 55,158 59,654 31,627 31,627 - Bond Interest 18,622 14,779 10,622 6,126 1,263 1,263 - Other Expenditures - - - TOTAL GILI EXPENSES 65,780 65,788 65,780 65,780 32,890 32,890 - CHERRY PARK LTD II-08 Bond Principal 36,824 39,729 42,864 46,245 49,894 49,894 53,831 Bond Interest 22,356 19,451 16,316 12,935 9,286 9,286 5,349 TOTAL CHERRY PARK EXPENSES 59,180 59,180 59,180 59,180 59,180 59,180 59,180 GENTLE DENTAL-09 Bond Principal 2,127 2,236 2,395 2,566 2,760 2,790 2,986 Bond Interest 2,075 1,966 1,807 1,636 1,442 1,412 1,216 TOTAL GENTLE DENTAL 4,202 4,202 4,202 4,202 4,202 4,202 4,202 PROCON TIF-10 Bond Principal 10,601 9,064 10,183 10,829 11,782 11,638 12,467 Bond Interest 8,561 10,098 8,979 8,333 7,380 7,524 6,695 TOTAL PROCON TIF 19,162 19,162 19,162 19,162 19,162 19,162 19,162 Grand Island Regular Meeting - 7/11/2012 Page 69 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FY 2012- 2013 BUDGET 2008 2009 2010 2011 2012 2012 2013 Actual Actual Actual Actual Budget Forecasted Budget WALNUT HOUSING PROJECT-11 Other Expenditures Bond Principal 33,055 35,321 37,743 40,331 43,096 43,096 46,051 Bond Interest 41,417 39,151 36,729 34,141 31,376 31,376 28,421 TOTAL WALNUT HOUSING PROJECT 74,472 74,472 74,472 74,472 74,472 74,472 74,472 BRUNS PET GROOMING-12 Bond Principal 9,536 9,575 10,502 6,727 11,000 13,170 13,500 Bond Interest - - - - - TOTAL BRUNS PET GROOMING 9,536 9,575 10,502 6,727 11,000 13,170 13,500 GIRARD VET CLINIC-13 Bond Principal 6,242 4,940 13,855 350 14,000 14,037 14,500 Bond Interest - - - - - TOTAL GIRARD VET CLINIC 6,242 4,940 13,855 350 14,000 14,037 14,500 GEDDES ST APTS - PROCON-14 Bond Principal - 1,195 14,809 29,185 30,000 28,591 30,000 Bond Interest - - - - - TOTAL GEDDES ST APTS - PROCON - 1,195 14,809 29,185 30,000 28,591 30,000 SOUTHEAST CROSSINGS-15 Bond Principal - 8,866 12,109 12,200 14,000 8,674 12,000 Bond Interest - - - - - TOTAL SOUTHEAST CROSSINGS - 8,866 12,109 12,200 14,000 8,674 12,000 POPLAR STREET WATER-16 Auditing & Accounting - - 1,000 - Contract Services - - 89,899 38,129 Bond Principal - - - - 1,000 1,826 2,500 Bond Interest - - - - - TOTAL POPLAR STREET WATER - - 90,899 38,129 1,000 1,826 2,500 CASEY'S FIVE POINTS-17 Bond Principal - 4,429 15,000 8,670 10,000 Bond Interest - - - - - TOTAL CASEY'S FIVE POINTS - - - 4,429 15,000 8,670 10,000 SOUTHPOINTE HOTEL-18 Bond Principal - 41,479 22,000 44,144 46,000 Bond Interest - - - - - TOTAL SOUTHPOINTE HOTEL - - - 41,479 22,000 44,144 46,000 TODD ENCK PROJECT - 19 Bond Principal - 1,622 5,500 3,126 2,500 Bond Interest - - - - - TOTAL TODD ENCK PROJECT - - - 1,622 5,500 3,126 2,500 SKAGWAY - 20 Auditing & Accounting - - - 1,000 Bond Principal - - - Bond Interest - - - - - TOTAL SKAGWAY - - - 1,000 - - - JOHN SCHULTE CONSTRUCTION-21 Bond Principal - - - - 3,000 4,448 6,000 Bond Interest - - - - - TOTAL JOHN SCHULTE CONSTRUCTION - - - - 3,000 4,448 6,000 PHARMACY PROPERTIES INC-22 Bond Principal - - - - 8,000 5,347 11,000 Grand Island Regular Meeting - 7/11/2012 Page 70 / 79 COMMUNITY REDEVELOPMENT AUTHORITY FY 2012- 2013 BUDGET 2008 2009 2010 2011 2012 2012 2013 Actual Actual Actual Actual Budget Forecasted Budget Bond Interest - - - - TOTAL PHARMACY PROPERTIES INC - - - - 8,000 5,347 11,000 KEN-RAY LLC-23 Bond Principal - - - - 5,000 - 34,000 Bond Interest - - - - - TOTAL KEN-RAY LLC - - - - 5,000 - 34,000 TOTAL EXPENSES 526,795 531,658 1,261,276 857,952 1,807,243 1,562,201 1,378,651 Grand Island Regular Meeting - 7/11/2012 Page 71 / 79 Paid this fiscal Jerke Façade 59400 Downtown BID 60000 Primitive Touch 70443 Skagway 200000 Wayside Horns 144500 Total 534343 To Be Paid this fiscal Chief 100000 Denny's 100000 Fonner Park 96312 YMCA 48000 Grand 200000 Lincoln Pool 80000 Total 624312 Total 1158655 Outstanding Projects due in 2013 Façade Skagway 100000 Grand 100000 Chocolate Bar 118000 318000 Other Downtown 37500 Fonner 96500 134000 Total 452000 TIF Projects to Add Skagway Arnold Wenn Token Properties LLC (Ruby) Stratford Plaza LLC EIG Grand Island LLC Grand Island Regular Meeting - 7/11/2012 Page 72 / 79 Community Redevelopment Authority (CRA) Wednesday, July 11, 2012 Regular Meeting Item X1 Memorandum of Understanding with Chief Industries Staff Contact: Chad Nabity Grand Island Regular Meeting - 7/11/2012 Page 73 / 79 MEMORANDUM OF UNDERSTANDING This MEMORANDUM OF UNDERSTANDING (the “MOU” ) is made and entered into this _____ day of July, 2012, between the City of Grand Island, NE ( the “City” ), the Community Redevelopment Authority of the City of Grand Island, NE ( the “Authority” ) and Chief Industries, Inc., a Delaware corporation (the “Company”). WHEREAS, the Community Development Law, Chapter 18, Article 21, Reissue Revised Statutes of Nebraska, as amended (the “Act”), prescribes the requirements and procedures for the Planning and implementation of Redevelopment Projects; and WHEREAS, the Company has acquired certain real Property in the City legally described on Exhibit A (the “Property”) which lies within an area declared blighted and substandard by the City; and WHEREAS, the Property lies within an area subject to a Redevelopment Plan adopted by the Authority and approved by the City; and WHEREAS, the Company desires to demolish and remove the blighted and substandard improvements on the Property, (the “Preliminary Activities”); and WHEREAS, the Company intends to formulate and present a Redevelopment Plan for the Property to the Authority, which plan shall include demolition of blighted and substandard improvements, installation of municipal utilities including, but not limited to, a municipal water main line, and the eventual redevelopment of certain private improvements to be identified by the Company; and WHEREAS, the Authority finds it in the public interest to consider a request for a grant to be funded in part by Tax Increment Financing (TIF) to promote the development of the Project and assist with the funding of the Preliminary Activities. NOW THEREFORE, the parties set forth their understanding in regard to certain actions and expenditures that the Company will make for funding Preliminary Activities prior to Redevelopment Plan submission and approval but which Preliminary Activities shall remain eligible for inclusion in a subsequent Redevelopment Project and Plan: 1.Definitions. Capitalized items used in this MOU shall have the meanings assigned herein. 2.Company’s Obligations. Upon execution of this MOU, the Company may proceed with the following actions: a.Preliminary Activities. Upon presentation to the Authority of a Demolition Plan identifying the existing improvements on the Property to be demolished the Company may proceed with the demolition in accordance with the Demolition Plan. Grand Island Regular Meeting - 7/11/2012 Page 74 / 79 b.Redevelopment Plan and Project. The Company shall cooperate with the Authority to prepare a Redevelopment Plan identifying a Redevelopment Project for the Property. Such Redevelopment Plan shall include, at a minimum: i)the demolition of the existing blighted and substandard structures; ii)the installation of municipal utilities including, specifically, a city water main extension to provide service to the Property; and iii)the eventual development of the Property with private improvements. c.Funding. Upon completion of the demolition pursuant to the Demolition Plan, the Company shall provide the Authority an itemized list of expenditures incurred in the demolition. d.Indemnification. The Company agrees to indemnify, and hold the Authority and the City, their employees, agents, independent contractors and consultants harmless from and against any and all suits, claims, cost of defense, damages, injuries, liabilities, costs and/or expenses resulting from, arising out of, or in any way connected with this MOU. 3.Authority’s Obligations. a.Funding. In order to finance in part the Preliminary Activities the Authority shall grant to the Company up to the sum of $100,000.00 (“Grant”), provided such amount shall not exceed the sum determined to be qualifying expenditures eligible for reimbursement pursuant to §18-2103 (12) of the Act. Such grant shall be financed by the issuance of TIF indebtedness to be repaid from a division of taxes pursuant to §18-2147 (1)(b) of the Act as provided herein. The Redevelopment Plan for the Property shall provide for the reimbursement of the Authority in an amount not to exceed the Grant solely from excess TIF Note proceeds or excess incremental tax revenue generated by the Project. The Redevelopment Plan and the Redevelopment Contract shall first provide for the payment of the Company’s eligible project costs once the Authority and/or the City approve the use of TIF for the Project, pursuant to subsection (b) below. b. Tax Increment Financing. The City and Authority shall consider, after appropriate proceedings as required by law approving and implementing a Redevelopment Plan for the Property authorizing tax increment financing for the Project to pay costs eligible for reimbursement as Redevelopment Project costs as defined by §18- 2103(12) of the Act. The grant for Preliminary Activity qualifying expenditures as set forth in paragraph 3a hereof, shall be payable only from Authority funds and those funds generated by the TIF revenues on the Property divided pursuant to §18-2147(1) (b) of the Act. After approval of a Redevelopment Plan dividing taxes on the Property pursuant to§18-2147(1)(b) of the Act, the Authority may consider the issuance of additional TIF indebtedness, to be purchased by the Company, the proceeds of which shall be granted to the Company to fund remaining qualifying Preliminary Activity expenditures, and other Redevelopment Project costs as defined by §18-2103(12) of the Act. The Authority and City, in entering in this MOU, do not pre approve use of TIF for the Project. The Authority and/or the City, without any liability to the Company, may ultimately decline to utilize TIF for the Project, and if either or both do so, the Company shall have no claim against the Authority or the City. The Grand Island Regular Meeting - 7/11/2012 Page 75 / 79 Company knowingly accepts its own risk in site acquisition, demolition and site preparation prior to the Authority’s implementation and City’s approval of the TIF process. c.Good Faith Meeting Schedule. The City and Authority agree to takes all reasonable steps to establish public meeting schedules, according to law, to establish and maintain the proposed schedule for Redevelopment Plan adoption and Redevelopment Contract approval and other steps required by the Project. 4.Economic Feasibility. The Company hereby declares to the City and the Authority that the Redevelopment Project for the Property, and specifically the Preliminary Activities are not economically feasible and the Project will not occur on the Property as designed without the use of tax increment financing as required by §18-2116(1) of the Act.. The Company’s investment of costs of Preliminary Activities to begin the Project development will not alter the Company’s determination, based upon its analysis of cash flow requirements, not to implement the Project in the proposed location unless tax increment financing is ultimately provided by the City and the Authority. Section 18- 2116(1) of the Act requires the City to make findings as follows if a TIF application requests the use of funds as described in Section 3 above: (i) the Project would not be economically feasible without the use of tax increment financing, and (ii) the Project would not occur in the City without the use of tax increment financing. Due to the proposed schedule of the Project the Company desires to begin the Project immediately and to undertake the Preliminary Activities prior the formal submittal of a Redevelopment Plan/ Project to the Authority and the city for approval. The purpose of this MOU is to make clear the parties intentions to consider the costs of Preliminary Activities as eligible for TIF funding, if and only if, the City and Authority approve TIF funding for the Project even if the Project is commenced prior to the approval of a Redevelopment Plan or Redevelopment Project by the Authority or the City. The parties agree that if the Project is commenced prior to the approval of a Redevelopment Plan providing for TIF funding, the allowable costs for the Preliminary Activities will remain eligible for TIF funding under a Redevelopment Contract. 5.Preliminary Activity Costs. The Company estimates that the costs to conduct the Preliminary Activities shall be in excess of Two Hundred Thousand and No/100 Dollars ($200,000.00). The Redevelopment Project ultimately proposed by the Company for the Redevelopment Project Site shall be eligible for payment or reimbursement as part of the Project Eligible Costs. Any sums expended by the Company in excess of the Preliminary Activity Grant are subject to reimbursement to the Company in accordance with the priority and order set forth herein and subject to the terms of the Redevelopment Contract. Further, the Preliminary Activity Grant made by the Authority is subject to reimbursement from excess incremental tax revenues generated by the Redevelopment Project to be undertaken by the Company. 6.Counterparts. This MOU may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The parties may execute this MOU and all other agreements, certificates, instruments and other documents contemplated by this MOU and exchange the Grand Island Regular Meeting - 7/11/2012 Page 76 / 79 counterparts of such documents by means of facsimile transmission. The parties agree that the receipt of such executed counterparts shall be binding on such parties and shall be construed as originals. 7.Governing Law. The MOU shall be governed by the laws the State of Nebraska. July ____, 2012 “The Authority” Community Redevelopment Authority Attest of the City of Grand Island, Nebraska By: ________________________________ Secretary Chad Nabity Barry Sandstrom, Chair July ____, 2012 “The City” Attest City of Grand Island, Nebraska By: ________________________________ City Clerk RaNae Edwards Jay Vavricek, Mayor July ____, 2012 “The Company” Chief Industries, Inc., a Delaware corporation By: ________________________________ DJ Eihusen, President Grand Island Regular Meeting - 7/11/2012 Page 77 / 79 Exhibit A LEGAL DESCRIPTION OF PROJECT Lots One (1) and Two (2), Chief Fab Second Subdivision, City of Grand Island, Hall County, Nebraska 4813-3490-9967,v . 2 Grand Island Regular Meeting - 7/11/2012 Page 78 / 79 Community Redevelopment Authority (CRA) Wednesday, July 11, 2012 Regular Meeting Item X2 Disscussion with Procon regarding the possible sale of the 3rd floor of Old City Hall Staff Contact: Chad Nabity Grand Island Regular Meeting - 7/11/2012 Page 79 / 79