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04-16-2014 Community Redevelopment Authority Regular Meeting Packet Community Redevelopment Authority (CRA) Wednesday, April 16, 2014 Regular Meeting Packet Board Members: Michelle Fitzke Tom Gdowski Barry Sandstrom Sue Pirnie Glen Murray 4:00 PM Grand Island Regular Meeting - 4/16/2014 Page 1 / 101 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 - 4/16/2014 Page 2 / 101 Community Redevelopment Authority (CRA) Wednesday, April 16, 2014 Regular Meeting Item A1 Agenda Staff Contact: Chad Nabity Grand Island Regular Meeting - 4/16/2014 Page 3 / 101 AGENDA Wednesday, April 16, 2014 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 March 12, 2014 Meeting. 3.Approval of Financial Reports. 4.Approval of Bills. 5.Review of Committed Projects and CRA Properties. 6.Consideration of Redevelopment Contract for 8th & Superior St., Habitat for Humanity. 7.Consideration of Redevelopment Contract for 3051 S Locust St., Heritage Hospitality, Inc. 8.Consideration of a Resolution to forward a Redevelopment Plan Amendment to the Hall County Regional Planning Commission for Tower 217, located at 217 N Locust Street, Grand Island, NE. 9.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 Tower 217, located at 217 N Locust Street, Grand Island, NE. 10.Consideration of a Façade Request from Adam Miller & Jama Obermiller, 707 N Eddy Street, Grand Island, NE. 11.Discussion concerning Purchase/Sale of Real Estate of property. Grand Island Regular Meeting - 4/16/2014 Page 4 / 101 12.Approve Resolution or Resolutions to Purchase/Sell Real Estate. 13.Directors Report 14.Adjournment Next Meeting May 14, 2014 The CRA may go into closed session for any agenda item as allowed by state law. Grand Island Regular Meeting - 4/16/2014 Page 5 / 101 Community Redevelopment Authority (CRA) Wednesday, April 16, 2014 Regular Meeting Item B1 Meeting Minutes Staff Contact: Chad Nabity Grand Island Regular Meeting - 4/16/2014 Page 6 / 101 OFFICIAL PROCEEDINGS MINUTES OF COMMUNITY REDEVELOPMENT AUTHORITY MEETING OF March 12, 2014 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 March 12, 2014 at City Hall 100 E First Street. Notice of the meeting was given in the March 5, 2014 Grand Island Independent. 1.CALL TO ORDER. Chairman Barry Sandstrom called the meeting to order at 4:00 p.m. The following members were present: Tom Gdowski and Glen Murray. Also present were; Director, Chad Nabity; Secretary, Rose Rhoads; Finance Director, Jaye Monter; Council Liaison, Vaughn Minton; and Ray O’Connor. 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 Minutes for the February 12, 2014 meeting was made by Gdowski and seconded by Murray. Upon roll call vote all present voted aye. Motion carried unanimously. 3.APPROVAL OF FINANCIAL REPORTS. Monter reviewed the financial reports for the period of February 1, 2014 through February 28, 2014. Motion was made by Murray and seconded by Gdowski 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 Murray and seconded by Gdowski to approve the bills in the amount of $$7635.79. Upon roll call vote all present voted aye. Motion carried unanimously to approve the payment of bills totaling $7635.79 5.REVIEW OF COMMITTED PROJECTS & CRA PROPERTY. Nabity reviewed the Committed Projects. 6. RFP – BLIGHT STUDY. Grand Island Vets Home. Nabity explained to the board the suggested area for the Blight Study. A motion was made by Gdowski and seconded by Murray to have Nabity move forward with the Grand Island Regular Meeting - 4/16/2014 Page 7 / 101 RFP process. Upon roll call vote all present voted aye. Motion carried unanimously. 7. APPROVAL OF SALE OF MODEL HOME AT COPPER CREEK ESTATES. Ray O’Connor is asked that the CRA allow the sale of a house in Copper Creek Estates to proceed at a price greater than the contracted $145,900 maximum price. The home in question was being built as a model home for show and office purposes. Unlike other houses in the subdivision they have finished the basement in this unit and were intending to use it as a show piece and office. They have the opportunity to sell this unit to an individual that needs housing quickly but they cannot afford to sell it for less than the cost to build and finish. To avoid this issue in the future Mr. O’Connor has indicated that they would not finish the basement in any unit they use as a show home and office. A motion was made by Gdowski and seconded by Murray to approve the request for the sale for the one (1) house at the one (1) lot at a higher price. Upon roll call vote all present voted aye. Motion carried unanimously to approve the sale at a higher price. 8.DISCUSSION ON WINDOW FAÇADE. Discussion on window façade. This was moved for a later time. 9. DISCUSSION CONCERNING PURCHASE/SALE OF REAL ESTATE OF PROPERTY. None 10. APPROVE RESOLUTION OR RESOLUTIONS TO PURCHASE/SELL REAL ESTATE. None 11. DIRECTIORS REPORT. 12. ADJORNMENT. Sandstrom adjourned the meeting at 4:58 p.m. The next meeting is scheduled for April 9, 2014 at 4:00 p.m. Respectfully submitted Chad Nabity Director Grand Island Regular Meeting - 4/16/2014 Page 8 / 101 Community Redevelopment Authority (CRA) Wednesday, April 16, 2014 Regular Meeting Item C1 Financials Staff Contact: Chad Nabity Grand Island Regular Meeting - 4/16/2014 Page 9 / 101 Grand Island Regular Meeting - 4/16/2014 Page 10 / 101 Grand Island Regular Meeting - 4/16/2014 Page 11 / 101 Grand Island Regular Meeting - 4/16/2014 Page 12 / 101 Grand Island Regular Meeting - 4/16/2014 Page 13 / 101 Grand Island Regular Meeting - 4/16/2014 Page 14 / 101 Grand Island Regular Meeting - 4/16/2014 Page 15 / 101 Grand Island Regular Meeting - 4/16/2014 Page 16 / 101 Community Redevelopment Authority (CRA) Wednesday, April 16, 2014 Regular Meeting Item D1 Bills Staff Contact: Chad Nabity Grand Island Regular Meeting - 4/16/2014 Page 17 / 101 9-Apr-14 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 $ 3,187.90 Accounting April, May, June $ 450.00 Officenet Inc. Postage $ 25.06 Lawnscape Grand Island Independent monthly notices $ 43.79 TIF Pass Thrus Gordman Grand Island $ 3,857.96 Mayer, Burns, Koenig & Janulewicz Legal Services Total: $ 7,564.71 Grand Island Regular Meeting - 4/16/2014 Page 18 / 101 Community Redevelopment Authority (CRA) Wednesday, April 16, 2014 Regular Meeting Item E1 Committed Projects Staff Contact: Chad Nabity Grand Island Regular Meeting - 4/16/2014 Page 19 / 101 Grand Island Regular Meeting - 4/16/2014 Page 20 / 101 Community Redevelopment Authority (CRA) Wednesday, April 16, 2014 Regular Meeting Item F1 Facade Request Staff Contact: Chad Nabity Grand Island Regular Meeting - 4/16/2014 Page 21 / 101 Grand Island Regular Meeting - 4/16/2014 Page 22 / 101 Grand Island Regular Meeting - 4/16/2014 Page 23 / 101 Grand Island Regular Meeting - 4/16/2014 Page 24 / 101 Grand Island Regular Meeting - 4/16/2014 Page 25 / 101 Grand Island Regular Meeting - 4/16/2014 Page 26 / 101 Grand Island Regular Meeting - 4/16/2014 Page 27 / 101 Grand Island Regular Meeting - 4/16/2014 Page 28 / 101 Grand Island Regular Meeting - 4/16/2014 Page 29 / 101 Grand Island Regular Meeting - 4/16/2014 Page 30 / 101 Grand Island Regular Meeting - 4/16/2014 Page 31 / 101 Grand Island Regular Meeting - 4/16/2014 Page 32 / 101 Grand Island Regular Meeting - 4/16/2014 Page 33 / 101 Grand Island Regular Meeting - 4/16/2014 Page 34 / 101 Grand Island Regular Meeting - 4/16/2014 Page 35 / 101 Grand Island Regular Meeting - 4/16/2014 Page 36 / 101 Grand Island Regular Meeting - 4/16/2014 Page 37 / 101 Grand Island Regular Meeting - 4/16/2014 Page 38 / 101 Community Redevelopment Authority (CRA) Wednesday, April 16, 2014 Regular Meeting Item H1 TIF Request - Tower 217 Staff Contact: Chad Nabity Grand Island Regular Meeting - 4/16/2014 Page 39 / 101 BACKGROUND INFORMATION RELATIVE TO TAX INCREMENT FINANCING REQUEST Project Redeveloper Information Business Name: Tower 217 ______________________ Address: 703 West 17th Telephone No.: 308-850-2715 Fax No.: _____________________ Contact: Amos C Anson Brief Description of Applicant’s Business: Seven story mixed use commercial building in downtown NE. Present Ownership Proposed Project Site: Tower 217,LLC Proposed Project: Building square footage, size of property, description of buildings – materials, etc. Please attach site plan, if available. Grand Island Regular Meeting - 4/16/2014 Page 40 / 101 Former Masonic Temple building, 30,000 s.f. total building area, will be transformed into a mixed use of commercial and residential tenants. The current building is constructed of concrete and brick and the new construction will be steel studs and non combustible materials. See CRA Life Safety application for more detail. If Property is to be Subdivided, Show Division Planned: VI.Estimated Project Costs: Acquisition Costs: A. Land $ B. Building $ Construction Costs: A. Renovation or Building Costs:$ 1,132,686 B. On-Site Improvements:$ 8,815 re-platting, demo, asbestos removal, tree removal, etc. Soft Costs: A. Architectural & Engineering Fees:$48,540 B. Financing Fees: $ 10,800 Closing costs, filing fees C. Legal/Developer/Audit Fees:$180,126 D. Contingency Reserves:$ E. Other (Please Specify)$ TIF fees TOTAL $ 1,380,967 Total Estimated Market Value at Completion:$ Source of Financing: Grand Island Regular Meeting - 4/16/2014 Page 41 / 101 A. Developer Equity: $ 60,000 B. Commercial Bank Loan:$ Tax Credits: 1. N.I.F.A.$ 2. Historic Tax Credits $ D. Industrial Revenue Bonds:$ E. Tax Increment Assistance:$ F. Other(Private Investor)$1,089,386 G. CRA Grant $291,581 Name, Address, Phone & Fax Numbers of Architect, Engineer and General Contractor: General Contractor: Amos Anson, Empire Development, PO Box 1665 Grand Island NE 68802 308-390-2455 Structural Engineer: Scott Burney, Olsson Associates 201 E. Second Street Grand Island, NE 68801 308-384-8750 Architect: Marvin Webb, AIA with Webb and Company Architects387 North Walnut Street Grand Island, NE 68801 Estimated Real Estate Taxes on Project Site Upon Completion of Project: (Please Show Calculations) Project Construction Schedule: Construction Start Date: 2014 Construction Completion Date: 2015 If Phased Project: Year ___ % Complete ___________________ Year ___% Complete XII.Please Attach Construction Pro Forma: XIII. Please Attach Annual Income & Expense Pro Forma: Grand Island Regular Meeting - 4/16/2014 Page 42 / 101 TAX INCREMENT FINANCING REQUEST INFORMATION Describe Amount and Purpose for Which Tax Increment Financing is Requested: Tower217 is asking for $236,000 in TIF. The reason for the request is to offset the cost of the future taxes in order to have 15 years to pay off the construction loan before the taxes are “increased”. This will allow the project to cash flow and therefore be a success. Statement Identifying Financial Gap and Necessity for use of Tax Increment Financing for Proposed Project: Without TIF assistance the project will not cash flow and therefore will not be a successful business venture. See attached pro forma and CRA Life Safety application for further information. Municipal and Corporate References (if applicable). Please identify all other Municipalities, and other Corporations the Applicant has been involved with, or has completed developments in, within the last five (5) years, providing contact person, telephone and fax numbers for each: N/A Grand Island Regular Meeting - 4/16/2014 Page 43 / 101 IV.Please Attach Applicant’s Corporate/Business Annual Financial Statements for the Last Three Years: New venture, none available Post Office Box 1968 Grand Island, Nebraska 68802-1968 Phone: 308 385-5240 Fax: 308 385-5423 Email: cnabity@grand-island.com Grand Island Regular Meeting - 4/16/2014 Page 44 / 101 Pro Forma for first four floors: This is with the assumption the taxes are “frozen” for the first 15 years. As you can see in the bottom two lines, without the life safety grant in combination with the TIF financing, the project simply doesn’t cash flow. 09 Item Phase 01 Phase 02 Phase 03 Totals Insurance&Interest 4,800.00 0.00 0.00 4,800.00 Permits 1,200.00 0.00 0.00 1,200.00 Demo 5,112.00 1,586.00 2,117.00 8,815.00 Carpentry Labor 26,691.00 8,336.00 10,992.00 46,019.00 Materials 28,603.00 8,876.00 11,837.00 49,316.00 Roofing labor 0.00 0.00 0.00 0.00 Plumbing 0.00 0.00 0.00 0.00 HVAC 0.00 0.00 0.00 0.00 Electric 8,000.00 2,000.00 1,249.00 11,249.00 Insulation 0.00 0.00 0.00 0.00 Drywall Hang 0.00 0.00 0.00 0.00 Drywall Finish 0.00 0.00 0.00 0.00 Paint 0.00 0.00 0.00 0.00 Trim Labor 0.00 0.00 0.00 0.00 Cabinets 0.00 0.00 0.00 0.00 Countertops 0.00 0.00 0.00 0.00 Flooring Allowance 0.00 0.00 0.00 0.00 Lighting Allowance 0.00 0.00 0.00 0.00 Electronics 12,000.00 3,000.00 3,000.00 18,000.00 Fire Sprinklers 34,000.00 7,000.00 32,000.00 73,000.00 Concrete 12,426.00 3,924.00 5,250.00 21,600.00 Custom Cabinets 0.00 0.00 0.00 0.00 Appliances 0.00 0.00 0.00 0.00 Architect 15,550.00 2,000.00 2,000.00 19,550.00 Elevator 0.00 0.00 Sub Total 148,382.00 36,722.00 68,445.00 253,549.00 O&P 22,058.00 6,845.00 9,129.00 38,032.00 Total 170,440.00 43,567.00 77,574.00 291,581.00 Income w/Grant 878.77 114.16 992.93 w/o Grant (1,013.46) (369.52) (1,382.98) Typical plan used for interior lots. Above: Typical three bedroom home on a corner lot. Right: Typical three bedroom home on an interior lot. Note – NSP funds were used to tear down the garage in the background to make way for the home next door. Bottom: A four bedroom home on a corner lot where CRA provided water lines. Grand Island Regular Meeting - 4/16/2014 Page 45 / 101 Redevelopment Plan Amendment Grand Island CRA Area #1 April 2014 The Community Redevelopment Authority (CRA) of the City of Grand Island intends to amend the Redevelopment Plan for Area #1 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 #1. Executive Summary: Project Description THE REDEVELOPMENT OF TOWER 217 FORMALLY KNOWN AS THE MASONIC TEMPLE BUILDING INTO A SEVEN STORY MIXED USE BUILDING COMBINING COMMERCIAL AND RESIDENTIAL SPACE IN DOWNTOWN GRAND ISLAND AT 217 N LOCUST STREET IN GRAND ISLAND, NEBRASKA INCLUDING FIRE/LIFE SAFETY IMPROVEMENTS AND BUILDING REHABILITATION. The use of Tax Increment Financing to aid in rehabilitation expenses associated with redevelopment of the Masonic Temple Building into Tower 217. The use of Tax Increment Finance is an integral part of the development plan and necessary to make this project cash flow. The project will result in renovated commercial space and additional market rate residential space in Downtown Grand Island. This project would not be possible without the use of TIF. Anson Investment and Development is the owner of the property and has been exploring options for the redevelopment of this property since April of 2012. The building is currently vacant. All activities related to the renovation of this building will be paid for by Anson Investment and Development. They will be seeking grants and other funding but will be responsible for all the costs associated with the project. 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, 2016 or 17 towards the allowable costs and associated financing for the acquisition and site work. TAX INCREMENT FINANCING TO PAY FOR THE REHABILITATION OF THE PROPERTY WILL COME FROM THE FOLLOWING REAL PROPERTY: Property Description (the “Redevelopment Project Area”) 217 N. Locust Street in Grand Island Nebraska Masonic Temple Building “Tower 217” Legal Descriptions: The west 17 1/2' of the sough 44' LT 3 and the north 8' of the south 52' of west 22' and the south 44' of lot 4 block 66 of Original Town in Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 4/16/2014 Page 46 / 101 Existing Land Use and Subject Property Grand Island Regular Meeting - 4/16/2014 Page 47 / 101 The tax increment will be captured for the tax years the payments for which become delinquent in years 2017 through 2031 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 rehabilitation of this vacant historic building for mixed commercial and residential uses as permitted in the B3 Heavy Business Zoning District and as encouraged by numerous downtown development plans and studies. 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, 2016. 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. 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 December 19, 2000.[§18-2109] Such declaration was made after a public hearing with full compliance with the public notice requirements of §18-2115 of the Act. Grand Island Regular Meeting - 4/16/2014 Page 48 / 101 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 rehabilitate the building for permitted uses on this property as defined by the current and effective zoning regulations. 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 #1 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 not provide for the demolition and removal any structures on this property. 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 Downtown Commercial development; this includes housing and commercial uses within the same structure. 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 - 4/16/2014 Page 49 / 101 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 4/16/2014 Page 50 / 101 d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The area is zoned B3-Heavy Business 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 rehabilitating the existing building in phases beginning with the basement, first and second floors. Life safety improvements including a second stairway to the top of the building will be included in the first phase. Fire sprinklers added to the building as each phase is completed. Upper floors will be unused until such time as all safety and building code requirements are met to allow occupancy of each floor. The developer is not proposing to increase the size of the building and current building meets the applicable regulations regarding site coverage and intensity of use. [§18-2103(b) and §18-2111] f. Additional Public Facilities or Utilities Sewer and water are available to support this development. No new services are anticipated with this development. Electric utilities are sufficient for the proposed use of 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] 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. Grand Island Regular Meeting - 4/16/2014 Page 51 / 101 The developer owns this property and acquisition is not part of the request for tax increment financing. The estimated cost of rehabilitation of this property is has a contract to purchase the property the property for $1,132,686.Planning related expenses for Architectural and Engineering services of $48,540 and are included as a TIF eligible expense. Legal, Developer and Audit Fees including a reimbursement to the City and the CRA of $6,600 are included as TIF eligible expense. The total of eligible expenses for this project is $1,187,826. 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 $236,000 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, 2016 through December 2031. 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, 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. This will have the intended result of preventing recurring elements of unsafe buildings and blighting conditions. Grand Island Regular Meeting - 4/16/2014 Page 52 / 101 8. Time Frame for Development Development of this project is anticipated to be completed between June 2014 and December of 2018. Excess valuation should be available for this project for 15 years beginning with the 2016 tax year. It is anticipated that phase 1 of this project including the basement, first and second floors will be completed by December 31 of 2015 and that the other phases will move forward when feasible. 9. Justification of Project This is an historic building in downtown Grand Island that will be preserved with this project. Downtown redevelopment plans over the past 20 years have all stressed the need to develop additional upper story residential in the downtown area. The current downtown living units are all occupied. This project would add a combination of retail, office, restaurant and residential space within the confines of a single building. 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 $99,655. The proposed redevelopment will create additional valuation of between $466,000 and $715,000 of additional valuation depending on the final configuration of the space. 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. (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 negatively impacted by this development. The addition of life safety elements to this building including fire sprinklers and a second exit actually reduce the chances of negative impacts to the fire department. (c) Impacts on employers and employees of firms locating or expanding within the boundaries of the area of the redevelopment project; The proposed project will have no impact on other firms locating or expanding in the area. Grand Island Regular Meeting - 4/16/2014 Page 53 / 101 (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 as well as additional commercial opportunities. (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 quantity of available quality housing in Grand Island by a net of six single family homes. 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. Time Frame for Development Development of this project is anticipated to be completed during between June of 2014 and December 31 of 2018. The base tax year should be calculated on the value of the property as of January 1, 2015. Excess valuation should be available for this project for 15 years beginning in 2016 with taxes due in 2017. 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 $236,000 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 rehabilitation the developer will spend at least $1,187,826 on TIF eligible activities. The CRA will reserve the right to issue additional debt for this project upon notification by the developer of sufficient expenses and valuation to support such debt in the form of a second or third bond issuance. Grand Island Regular Meeting - 4/16/2014 Page 54 / 101 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 173 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 ___________, 2014. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By___________________________ Chairperson ATTEST: __________________________ Secretary Grand Island Regular Meeting - 4/16/2014 Page 55 / 101 EXHIBIT 1 REDEVELOPMENT PLAN AMENDMENT Grand Island Regular Meeting - 4/16/2014 Page 56 / 101 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 174 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 #2, from Legal Hospitality 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 #2; 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 __________, 2014. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By ___________________________ Chairperson ATTEST: ___________________ Secretary Grand Island Regular Meeting - 4/16/2014 Page 57 / 101 Exhibit 1 Attach a copy of the Redevelopment Contract Grand Island Regular Meeting - 4/16/2014 Page 58 / 101 Community Redevelopment Authority (CRA) Wednesday, April 16, 2014 Regular Meeting Item J1 TIF Resolution 171 - Habitat Contract Staff Contact: Chad Nabity Grand Island Regular Meeting - 4/16/2014 Page 59 / 101 REDEVELOPMENT CONTRACT This Redevelopment Contract is made and entered into as of the _____th day of ___________, 2014, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska (“Authority”), and Grand Island Habitat for Humanity, a corporation (“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, 2012, 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, 2012, 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. Grand Island Regular Meeting - 4/16/2014 Page 60 / 101 “Holder” means the holders of TIF indebtedness issued by the Authority from time to 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 rehabilitation costs to the existing commercial building on a portion of 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 Grand Island Habitat for Humanity, a corporation. “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 Grand Island Regular Meeting - 4/16/2014 Page 61 / 101 obligated, to do and perform any such act or thing. (b)The phrase “at any time” shall be construed as meaning “at any time or from time to time.” (c)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 Grand Island Regular Meeting - 4/16/2014 Page 62 / 101 (2) Based on Representations made by the Redeveloper: (i) The Project would not be economically feasible without the use 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 a corporation, 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 Grand Island Regular Meeting - 4/16/2014 Page 63 / 101 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. (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 described on Exhibit A hereto, 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, 2015. Said taxes shall be divided as follows: (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 Grand Island Regular Meeting - 4/16/2014 Page 64 / 101 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 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 The Authority shall execute and deliver to the Redeveloper, as Purchaser, at closing, the TIF Indebtedness 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. 2012, 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 - 4/16/2014 Page 65 / 101 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 - 4/16/2014 Page 66 / 101 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. c. $600 for Authority administrative fees. 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 Four Hundred Fifty Five Thousand Dollars ($455,000) no later than January 1, 2016. During the period that any TIF Indebtedness is outstanding, neither the Redeveloper, nor its assigns, will 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 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.. During the period that any TIF indebtedness is outstanding against the premises, the Redeveloper will not: (1) file a protest seeking to obtain a reduction on the real estate property valuation on the premises; or (2) file an application with the Hall County Assessor for Homestead Exemption on the premises. This covenant shall run with the land and be binding upon the Buyer and any successors or assigns during the period that any such 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 Grand Island Regular Meeting - 4/16/2014 Page 67 / 101 provided in Section 3.04 hereof. Section 4.09 Penal Bond. 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, (2012), 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 Grand Island Regular Meeting - 4/16/2014 Page 68 / 101 Redevelopment Contract, including, but not limited to, proceedings to compel specific performance by the party failing to perform on in breach of its obligations. 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, 2016, 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 - 4/16/2014 Page 69 / 101 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 - 4/16/2014 Page 70 / 101 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 may 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:_________________________________By:___________________________________ Secretary Chairman Grand Island Regular Meeting - 4/16/2014 Page 71 / 101 Grand Island Habitat for Humanity _____________________________ President 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 - 4/16/2014 Page 72 / 101 STATE OF NEBRASKA ) ) ss. COUNTY OF __________) The foregoing instrument was acknowledged before me this ______ day of ______, _____, by ____________________, President of Grand Island Habitat for Humanity, on behalf of the company. __________________________________ Notary Public Grand Island Regular Meeting - 4/16/2014 Page 73 / 101 EXHIBIT A DESCRIPTION OF REDEVELOPMENT AREA A-I Grand Island Regular Meeting - 4/16/2014 Page 74 / 101 EXHIBIT B FORM OF TIF INDEBTEDNESS 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 (HABITAT FOR HUMANITY PROJECT) Principal Amount Interest Rate Per Annum Final Maturity Date $122,985 0.00%December 31, 2029 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 the registered holder hereof, 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, 2029. This Note shall also be subject to mandatory partial redemption, without notice, on each June 1 and December 1, (“Payment Date”) beginning June 1, 2015, 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 Grand Island Regular Meeting - 4/16/2014 Page 75 / 101 registered owner of the Note. The payment of principal due upon the final 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 One Hundred Twenty Two Thousand Nine Hundred Eight Five and no one hundredths Dollars ($122,985.00) 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, 2012, 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)(b) of Section 18-2147, R.R.S. Neb. 2012, 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. 2012, 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. 2012) 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. 2012). 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 Grand Island Regular Meeting - 4/16/2014 Page 76 / 101 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. 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 DUE PRIOR TO JANUARY 1, 2030. 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 ____________, 2014. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA : By:_________________________ _ Chair ATTEST: By: _________________ Secretary Grand Island Regular Meeting - 4/16/2014 Page 77 / 101 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 __________, 2014 Grand Island Habitat for Humanity B- 1 Grand Island Regular Meeting - 4/16/2014 Page 78 / 101 EXHIBIT C PROJECT COSTS All Project Costs payable from the proceeds of TIF indebtedness pursuant to the Act including: 1. Site acquisition 2. Demolition & site preparation 3. Authority costs 4. Curb cut and right of way improvements 5. Plan preparations, survey and engineering 6. Utility extensions Grand Island Regular Meeting - 4/16/2014 Page 79 / 101 Community Redevelopment Authority (CRA) Wednesday, April 16, 2014 Regular Meeting Item J2 TIF Resolution 172 - Heritage Hospitality, Inc Contract Staff Contact: Chad Nabity Grand Island Regular Meeting - 4/16/2014 Page 80 / 101 REDEVELOPMENT CONTRACT This Redevelopment Contract is made and entered into as of the _____th day of ___________, 2014, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska (“Authority”), and Heritage Hospitality, 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, 2012, 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, 2012, 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. Grand Island Regular Meeting - 4/16/2014 Page 81 / 101 “Holder” means the holders of TIF indebtedness issued by the Authority from time to 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 Heritage Hospitality, 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 - 4/16/2014 Page 82 / 101 (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 Grand Island Regular Meeting - 4/16/2014 Page 83 / 101 (2) Based on Representations made by the Redeveloper: (i) the Project would not be economically feasible without the use 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 a limited liability company, having the power to enter into this Redevelopment Contract and perform all obligations contained herein and by proper action has been duly authorized to execute and deliver this Redevelopment Contract. (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 Grand Island Regular Meeting - 4/16/2014 Page 84 / 101 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. (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 1 of Vanosdall Subdivision in 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, 2015. Said taxes shall be divided as follows: (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 Grand Island Regular Meeting - 4/16/2014 Page 85 / 101 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 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 The Authority will 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. 2012, 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 - 4/16/2014 Page 86 / 101 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 - 4/16/2014 Page 87 / 101 Section 4.03 Costs. Redeveloper shall pay the Authority the following sums on execution of this agreement: a.$5,000.00 legal fee reimbursement b.$____________ for ___________ c. $________ for Authority administrative fees. 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 Three Million Dollars ($3,000,000) no later than January 1, 2016. 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 Three Million Dollars ($3,000,000) after substantial completion or occupancy; (2) convey the Redevelopment Area or 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 Area, 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, or until the payment in full of the TIF Indebtedness, whichever occurs first, 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. Grand Island Regular Meeting - 4/16/2014 Page 88 / 101 Section 4.09 Penal Bond. 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, 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 - 4/16/2014 Page 89 / 101 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, 2016, 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 - 4/16/2014 Page 90 / 101 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 or 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 or 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 - 4/16/2014 Page 91 / 101 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 - 4/16/2014 Page 92 / 101 Heritage Hospitality, 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 - 4/16/2014 Page 93 / 101 STATE OF NEBRASKA ) ) ss. COUNTY OF __________) The foregoing instrument was acknowledged before me this ______ day of ______, _____, by ____________________, Managing Member of Heritage Hospitality, LLC, on behalf of the company. __________________________________ Notary Public Grand Island Regular Meeting - 4/16/2014 Page 94 / 101 EXHIBIT A DESCRIPTION OF REDEVELOPMENT AREA Lot 1 of Vanosdall Subdivision in Grand Island, Hall County, Nebraska A-I Grand Island Regular Meeting - 4/16/2014 Page 95 / 101 EXHIBIT B FORM OF TIF INDEBTEDNESS B- 1 Grand Island Regular Meeting - 4/16/2014 Page 96 / 101 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 REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (MAINSTAY SUITES PROJECT) Principal Amount Interest Rate Per Annum Final Maturity Date $479,000.00 4.0%December 31, 2029 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 Mainstay Suites, a Nebraska limited liability company, 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 four percent [4.0 %] per annum on the unpaid balance. This Note is due and payable in full on December 31, 2027. This Note is subject to mandatory partial prepayment as provided in the Resolution of the Authority authorizing the issuance of this Note. The payment of principal due upon the final 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 Grand Island Regular Meeting - 4/16/2014 Page 97 / 101 this Note at said registered owner's address in the manner provided in the resolution authorizing said Note. The principal of this Note shall be subject to mandatory redemptions made in part on any payment date, as set forth in the resolution authorizing the issuance of this Note, from available funds without any requirement for notice. Such optional and mandatory prepayments shall be made upon such terms and conditions as are provided for in the resolution authorizing this Note. This Note is the single Note in the total principal amount of Four Hundred Seventy Nine Thousand and no one hundredths Dollars ($479,000.00) 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, 2012, 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)(b) of Section 18-2147, R.R.S. Neb. 2012, as levied, collected and apportioned from year to year with respect to certain real estate located within the "Project" (as defined in the Resolution). Pursuant to the Resolution and Section 18-2150, R.R.S. Neb. 2012, 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. 2012) 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. 2012). 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 in the resolution authorizing the issuance of this Note. 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. THIS NOTE, UNDER CERTAIN TERMS SET FORTH IN THE RESOLUTION AUTHORIZING ITS ISSUANCE, MAY ONLY BE TRANSFERRED TO PERSONS OR ENTITIES DELIVERING AN INVESTMENT LETTER TO THE PAYING AGENT AND REGISTRAR CONFORMING TO REQUIREMENTS SET FORTH IN SAID RESOLUTION. 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. IT IS HEREBY CERITFIED AND WARRANTED that all conditions, acts and Grand Island Regular Meeting - 4/16/2014 Page 98 / 101 things required by law to exist or to be done precedent to and in the issuance of this Note, did exist, did happen and were done and performed in regular and due form and time as required by law and that the indebtedness of said Authority, including this Note, does not exceed any limitation imposed by law. 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 ____________, 2014. (SEAL)COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA : By:_________________________ ______ Chair ATTEST: __________________________________________________ Secretary Grand Island Regular Meeting - 4/16/2014 Page 99 / 101 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 Grand Island Regular Meeting - 4/16/2014 Page 100 / 101 EXHIBIT C PROJECT COSTS All Project Costs payable from the proceeds of TIF indebtedness pursuant to the Act including: Grand Island Regular Meeting - 4/16/2014 Page 101 / 101