12-03-2014 Community Redevelopment Authority Regular Meeting Packet
Community Redevelopment
Authority (CRA)
Wednesday, December 3, 2014
Regular Meeting Packet
Board Members:
Michelle Fitzke
Tom Gdowski
Barry Sandstrom
Sue Pirnie
Glenn Wilson
4:00 PM
Grand Island Regular Meeting - 12/3/2014 Page 1 / 71
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.
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Community Redevelopment
Authority (CRA)
Wednesday, December 3, 2014
Regular Meeting
Item A1
Agenda
Staff Contact: Chad Nabity
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AGENDA
Wednesday, December 3, 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 November 12, 2014 Meeting.
3.Approval of Financial Reports.
4.Approval of Bills.
5.Review of Committed Projects and CRA Properties.
6.Approval of Bond Resolution.
7.Review of Downtown Redevelopment Plan.
8.Approve Resolution or Resolutions to Purchase/Sell Real Estate.
9.Election of Officers.
10.Directors Report.
11.Adjournment
Next Meeting January 14, 2015
The CRA may go into closed session for any agenda item as allowed by state law.
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Community Redevelopment
Authority (CRA)
Wednesday, December 3, 2014
Regular Meeting
Item B1
Meeting Minutes
Staff Contact: Chad Nabity
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OFFICIAL PROCEEDINGS
MINUTES OF
COMMUNITY REDEVELOPMENT AUTHORITY
MEETING OF
November 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 November 12, 2014 at City Hall 100 E First Street. Notice of the meeting was
given in the November 6, 2014 Grand Island Independent.
1.CALL TO ORDER. Chairman Barry Sandstrom called the meeting to order
at 4:02 p.m. The following members were present: Sue Pirnie, Michelle
Fitzke and Glenn Wilson. Also present were; Director, Chad Nabity; Duane
Burns, Council Liaison; Vaughn Minton; Sr. Accountant, Billy Clingman.
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
October 29, 2014 meeting was made by Wilson and seconded by Fitzke.
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 October 1, 2014 through October 31, 2014. Motion
was made by Fitzke and seconded by Pirnie to approve the financial
reports. Upon roll call vote all present voted aye. Motion carried
unanimously.
4. APPROVAL OF BILLS. The bills were reviewed.
A motion was made by Pirnie and seconded by Wilson to approve the bills
in the amount of $190,137.80. Upon roll call vote all present voted aye.
Motion carried unanimously to approve the payment of bills totaling
$190,137.80.
5.REVIEW OF COMMITTED PROJECTS & CRA PROPERTY.
Nabity reviewed the Committed Projects.
6. APPROVE CORRECTION. Correction to Exhibit C of the Redevelopment
contract for 3420 W State Street, EIG Grand Island, LLC. A motion was
made by Wilson and seconded by Wilson to approve the correction to
Exhibit C of the Redevelopment Contract for 3420 W State St., EIG Grand
Island, LLC. Upon roll call vote all present voted aye.
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7.CONSIDERAION OF SALE. Sale of Northwest Crossings, 3420 W State
Street, EIG Grand Island, LLC. This was pulled from the agenda.
8.DISCUSSION CONCERNING PURCHASE/SALE OF REAL
ESTATE OF PROPERTY. A motion was made by Fitzke at
4:19 p.m. and seconded by Pirnie to enter into executive
session, to discuss potential purchase of property. A motion
was made by Pirnie at 4:35 p.m. to exit executive session and
seconded by WIlson.
9.APPROVE RESOLUTION OR RESOLUTIONS TO PURCHASE TO
PRUCHASE/SELL REAL ESTATE.
10. APPROVE RESOLUTION OR RESOLUTIONS TO PURCHASE/SELL
REAL ESTATE. None
11. DIRECTORS REPORT.
Elections December meeting.
12. ADJORNMENT. Sandstrom adjourned the meeting at 4:40 p.m.
The next meeting is scheduled for December 3, 2014 at 4:00 p.m.
Respectfully submitted
Chad Nabity
Director
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Community Redevelopment
Authority (CRA)
Wednesday, December 3, 2014
Regular Meeting
Item C1
Financials
Staff Contact: Chad Nabity
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Community Redevelopment
Authority (CRA)
Wednesday, December 3, 2014
Regular Meeting
Item D1
Bills
Staff Contact: Chad Nabity
Grand Island Regular Meeting - 12/3/2014 Page 16 / 71
3-Dec-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 $ 3,233.75
Accounting
Officenet Inc.
Postage $ 31.00
Lawnscape 408 E 2nd $ 60.00
Grand Island Independent
Home Federal Bank Tower 217 - Amos Anson $ 92,617.00
TIF Bond Payments
TIF Pass Thrus
Mayer, Burns, Koenig & Janulewicz Legal Services
Total:
$ 95,941.75
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Community Redevelopment
Authority (CRA)
Wednesday, December 3, 2014
Regular Meeting
Item E1
Committed Projects
Staff Contact: Chad Nabity
Grand Island Regular Meeting - 12/3/2014 Page 18 / 71
COMMITTED PROJECTS TOTAL AMOUNT 2015 FISCAL YR 2016 FISCAL YR 2017 FISCAL
YR
ESTIMATED
COMP
J Elizabeth LLC $ 69,440.00 $ 69,440.00 2015
2222 W 2nd St - Ryan Waind $ 92,608.00 $ 92,608.00 2015
Housing Study (EDC)$ 10,000.00 $ 10,000
2015
Downtown Kaufman -
Cummings Plaza
$ 50,000.00 $ 50,000.00 2015
Tower 217 (Amos Investment
& Development)
$ 291,581.00 $ 194,387.34 $ 97,193.67 2017
$ -
Total Committed $ 513,629.00 $ 416,435.34 $ 97,193.67 $ -
Façade Budget $ Remaining $ 200,000.00
Other Projects $ 309,988.00
Land - Budget $ Remaining $ 200,000.00
Land Sales ($100,000.00)
subtotal $ 609,988.00
Less committed ($416,435.34)
Balance remaining $ 193,552.66
CRA PROPERTIES
Address Purchase Price Purchase Date Demo Cost Status
408 E 2 nd St $4,869 11/11/2005 $7,500 Surplus
3235 S Locust $450,000 4/2/2010 $39,764 Surplus
November 30, 2014
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Community Redevelopment
Authority (CRA)
Wednesday, December 3, 2014
Regular Meeting
Item I1
Review Downtown Redevelopment Plan for Life Safety Grants
Staff Contact: Chad Nabity
Grand Island Regular Meeting - 12/3/2014 Page 20 / 71
Redevelopment Plan Amendment
Grand Island CRA Area 1
October 2014
The Community Redevelopment Authority (CRA) of the City of Grand Island
intends to amend the Redevelopment Plan for Area 1 within the city, pursuant to
the Nebraska Community Development Law (the “Act”) and provide for the
creation of a grant program to further the development of upper story housing in
buildings within the identified boundaries of this plan in Area 1.
Executive Summary:
Project Description
THE CREATION OF GRANT PROGRAM TO FOSTER THE DEVELOPMENT OF
UPPER STORY RESIDENTIAL UNITS IN AND NEAR THE DOWNTOWN CORE
IT IS THE GOAL OF THE DOWNTOWN BUSINESS IMPROVEMENT DISTRICT,
DOWNTOWN PROPERTY OWNERS, THE GRAND ISLAND CITY COUNCIL AND
THE CRA TO DEVELOP 50 UPPER STORY RESIDENTIAL UNITS WITHIN THIS
AREA BY THE END OF 2019.
Primary funding for this program will be provided through an appropriation from the City
of Grand Island General Fund to be approved each year during the budget process and a
set aside for grant purposes from the CRA General Budget. During the 2014-15 fiscal
year each entity has agreed to contribute $100,000. It is anticipated that this level of
funding can continue through the 2018-19 fiscal year.
The plan does not specifically authorize the use of Tax Increment Financing (“TIF”). It
is anticipated that TIF will be part of some of these projects. A separate application and
redevelopment plan will be required for all projects utilizing TIF.
Or
This plan also authorizes the use of TIF within the defined area on any project involving
the creation of upper story residential units. The CRA may at its discretion and upon a
determination that the project cannot be completed as planned without the use of TIF
enter into a contract to provide tax increment financing to aid in the acquisition of
property, installation of public utilities, construction and rehabilitation of public parking,
and rehabilitation of existing buildings as permitted by the Nebraska Community
Development Law. The CRA will provide the Grand Island City Council with a notice of
intent to enter into a contract for Tax Increment Financing by passing a resolution of
intent and sending said resolution to the City Clerk at least 30 days prior to entering into
the contract.
The acquisition, site work and construction of all improvements will be paid for by the
developer. The developer is responsible for and will provide evidence that they can
secure adequate debt financing to cover the costs associated with the acquisition, site
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work and remodeling. The CRA may grant funds as provided for in the CRA Annual
Budget to developers of up to $20,000 per two plus bedroom unit and $15,000 per single
bedroom unit developed on the an upper floor of a building. These funds may only be
granted for new residential units within the project area. Grants made under this program
are to be paid to the developer upon completion of the project and upon the developer
showing evidence of such completion including certificates of occupancy, building
inspection reports, approval of the fire marshal, paid invoices and evidence of actual
costs. The CRA further intends to pledge the ad valorem taxes generated over a period of
up to 15 years as set by the project contract date towards the allowable costs as defined
above and within the Community Development Law.
UPPER STORY RESIDENTIAL LIFE SAFETY IMPROVEMENTS GRANTS
AND TAX INCREMENT FINANCING SHALL BE LIMITED TO THE
FOLLOWING GEOGRAPHIC AREA:
Property Description (the “Redevelopment Project Area”)
This property is bounded at the east side by Sycamore Street, the north side by South
Front Street, the west side by Eddy Street and on the south side by Division Street,
Locust Street and Court Street as shown on the attached maps identifying the area and the
surrounding land uses.
Legal Descriptions Beginning at the center of the intersection of Court
Street and Sycamore street proceeding along the centerline of Sycamore Street in
a northerly direction to the center of the intersection of Division Street and
Sycamore Street and continuing along the centerline of Sycamore Street in a
northwesterly direction to the center of the intersection of Sycamore Street and
South Front Street; thence following the centerline of South Front Street in a
southwesterly direction to the center of the intersection of Eddy Street and South
Front Street; thence following the centerline of Eddy Street in a southeasterly
direction to the center of the intersection of Eddy Street and Division Street;
thence following the centerline of Division Street in a northeasterly direction to
the center of the intersection of Division Street and Locust Street; thence in
following the centerline of Locust Street in a northerly direction to the center of
the intersection of Locust Street and Court Street; thence following the centerline
of Court Street in an easterly direction to the point of beginning.
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The tax increment will be captured for the tax years the payments for which become
delinquent as determined by the contract for each project.
The real property ad valorem taxes on the base year valuation as determined by the
contract date will continue to be paid to the normal taxing entities.
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 shall be determined by the approve
contract.
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.
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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.
2. Conformation to the General Plan for the Municipality as a whole. [§18-2103 (13)
(a) and §18-2110]
Grand Island adopted a Comprehensive Plan on July 13, 2004. This redevelopment plan
amendment and project are consistent with the Comprehensive Plan, in that no changes in
the Comprehensive Plan elements are intended. This plan merely provides funding for
the developer to acquire the necessary property and provide the necessary site work for
the construction of a permitted use on this property.
3. The Redevelopment Plan must be sufficiently complete to address the following
items: [§18-2103(13) (b)]
a. Land Acquisition:
The Redevelopment Plan for Area 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 projects to be implemented with this plan do not provide directly for the demolition
of structures. Some internal demolition may be necessary for redevelopment but the
primary purpose of this plan is to encourage redevelopment and reuse of existing
buildings in downtown Grand Island.
c. Future Land Use Plan
See the attached map from the 2004 Grand Island Comprehensive Plan. The site is
planned for downtown commercial development and public uses. [§18-2103(b) and §18-
2111] The attached map also is an accurate site plan of the area after redevelopment.
[§18-2111(5)]
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Grand Island Future Land Use Map
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. The B3 Zoning District allows for residential uses with no restrictions on
density. 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 property is zoned B3 and could accommodate a building of up to 100% of the
property [§18-2103(b) and §18-2111]
f. Additional Public Facilities or Utilities
Sewer and water are available to support this development. Water mains and fire service
lines may need to be improved or added to support the proposed upper story
development.
No other utilities would be impacted by the development.
The developer will be responsible for replacing any sidewalks damaged during
construction of the project.
No other utilities would be impacted by the development. [§18-2103(b) and §18-2111]
Grand Island Future Land Use Map
Grand Island Regular Meeting - 12/3/2014 Page 26 / 71
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. The B3 Zoning District allows for residential uses with no restrictions on
density. 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 property is zoned B3 and could accommodate a building of up to 100% of the
property [§18-2103(b) and §18-2111]
f. Additional Public Facilities or Utilities
Sewer and water are available to support this development. Water mains and fire service
lines may need to be improved or added to support the proposed upper story
development.
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. [§18-2103.02]
Contracts for redevelopment that involve the use of Tax Increment Finance will have to
address the need for relocation and appropriate compensation. It is not anticipated that
relocation will be an issue in most cases as this plan is designed to focus on new upper
story residential uses.
5. No member of the Authority, nor any employee thereof holds any interest in any
property in this Redevelopment Project Area. [§18-2106]
CRA Board Members including Sue Pirnie, and Tom Gdowski either own or work for
entities that own property within this area. Prior to applying for any funds either through
a grant or TIF on those properties proper disclosure and review will be made. It is
anticipated that new CRA members approved during the five year scope of this plan may
also have an interest in Downtown properties that could benefit from this program and
would need to make property disclosures along with their application for funding.
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6. Section 18-2114 of the Act requires that the Authority consider:
a. Method and cost of acquisition and preparation for redevelopment and estimated
proceeds from disposal to redevelopers.
The developer 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 not to exceed the total expected costs of the
rehabilitation less any grants made under this life safety program and also not to exceed
the projected maximum value of the TIF over the 15 year period based on the project
increase in valuation and current tax rate. 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 the date identify in the redevelopment
contract.
c. Statement of feasible method of relocating displaced families.
No families will be displaced as a result of this plan since it focuses on new residential
development.
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, in
that it will allow for the utilization of and redevelopment of downtown properties in a
way that encourages the mixed use development common to downtowns around the
country. New residential development will raise property values and provide a stimulus
to keep surrounding properties properly maintained and support additional commercial
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development within the Downtown. This will have the intended result of preventing
recurring elements of unsafe buildings and blighting conditions.
8. Time Frame for Development
This redevelopment plan is to be approved for a 5 year period beginning with the 2014-
15 fiscal year and ending in the 2018-19 fiscal year. The effectiveness of this program
including grants made, units created, vacancy rate, rental rates and increase in property
valuation will be evaluated in April of each year beginning in April of 2016. It is
anticipated that this plan and the money appropriated to support the plan will result in the
development of 50 new upper story residential units within the project area by 2019.
9. Justification of Project
One of the keys to redeveloping any downtown area is to encourage enough 24 hour
population in the area to support a wide variety of retail and personal services.
Downtown Grand Island has struggled with encouraging appropriate development that
fully utilizes the existing buildings since major retailers moved to the suburban malls.
The addition of new residential units will provide beneficial uses for the upper stories of
downtown buildings while at the same time increasing the number of people and
population density of the neighborhood round the clock. This should lead to an increase
in development and investment to support this core population and the entire community
with specialized retail, dining and entertainment options. This is infill development in an
area with all city services available. This project does not propose to tear down any
buildings with historic value.
10. Cost Benefit Analysis Section 18-2113 of the Act, further requires the Authority
conduct a cost benefit analysis of the plan amendment in the event that Tax Increment
Financing will be used. This analysis must address specific statutory issues. The sample
format below or similar shall be used and attached to each TIF contract as an exhibit for
approval by the Authority with a request for TIF under this redevelopment plan.
As authorized in the Nebraska Community Development Law, §18-2147, Neb. Rev. Stat.
(2012), the City of Grand Island will analyze the costs and benefits of the proposed TIF
Project using the following format:
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Project Sources and Uses.
Use of Funds.
Description TIF Funds Private Funds Total
Site Acquisition
Site preparation
Legal and Plan
Building Costs
Personal Property
Soft Costs
TOTALS
Tax Revenue. The property to be redeveloped is anticipated to have a January 1, 20??,
valuation of approximately $?????. Based on the 201? levy this would result in a real property
tax of approximately $???. It is anticipated that the assessed value will increase by $???,???,
upon full completion, as a result of the site redevelopment. This development will result in an
estimated tax increase of over $????.00 annually resulting in $???,000 of increment over the 15
year period. The tax increment gained from this Redevelopment Project Area would not be
available for use as city general tax revenues, for a period of 15 years, or such shorter time as
may be required to amortize the TIF bond, but would be used for eligible private redevelopment
costs to enable this project to be realized.
Estimated 201? assessed value:$ ?,???.00
Estimated value after completion $ ?,????.00
Increment value $ ?,???.00
Annual TIF generated (estimated)$ ???.00
TIF bond issue $ ?,???.00
(a) Tax shifts resulting from the approval of the use of Tax Increment Financing;
The redevelopment project area currently has an estimated valuation of $?,????. The
proposed demolition, new parking lot and renovations at this location will result in an
additional $????? of taxable valuation based on an analysis by the Hall County
Assessor’s office. No tax shifts are anticipated from the project. The project creates
additional valuation that will support taxing entities long after the project is paid off.
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(b) Public infrastructure and community public service needs impacts and local tax
impacts arising from the approval of the redevelopment project;
No additional public service needs have been identified. Existing water and waste
water facilities will not be impacted by this development. The electric utility has
sufficient capacity to support the development. It is not anticipated that this will impact
schools. Fire and police protection are available and should not be impacted by this
development.
(c) Impacts on employers and employees of firms locating or expanding within the
boundaries of the area of the redevelopment project;
The 2014 Housing Study conducted by Hanna:Keelan Associates for the Grand Island
Area Economic Development Corporation and The Grand Island Community
Redevelopment Authority has identified a need for xxxx additional housing units in
Downtown Grand Island over the next 5 years. These units will specifically support the
growing office and professional sector in Downtown by providing the kind of living units
young professionals moving from other cities to Grand Island desire and expect.
(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
(e) Any other impacts determined by the authority to be relevant to the
consideration of costs and benefits arising from the redevelopment project.
Additional Downtown housing will increase the ability of all companies in the Grand
Island area to recruit young people to their company by providing for an urban lifestyle
that is currently lacking in Grand Island. This activity will increase Grand Island’s
ability to compete for talented individuals.
Time Frame for Development
It is anticipated that all projects within this plan will make application for grant funds and
TIF during the 2014-2019 fiscal years. All projects should begin within 6 months of
approval unless otherwise identified within the redevelopment contract.
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Community Redevelopment
Authority (CRA)
Wednesday, December 3, 2014
Regular Meeting
Item J1
Bond Resolution
Staff Contact: Chad Nabity
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COMMUNITY REDEVELOPMENT AUTHORITY OF THE
CITY OF GRAND ISLAND, NEBRASKA
NORTHWEST COMMONS REDEVELOPMENT PROJECT
______________________________
RESOLUTION NO. 185
PASSED AND APPROVED: DECEMBER __, 2014
_______________________________
AUTHORIZING NOT TO EXCEED
$5,600,000 $4,000,000
TAX INCREMENT DEVELOPMENT OCCUPATIONTAX REVENUE
BONDS
REVENUE BONDS
SERIES 2014A SERIES 2014B
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(i)
TABLE OF CONTENTS
Page
ARTICLE I
FINDINGS AND DETERMINATIONS
Section 1.1. Findings and Determinations...................................................................................................2
ARTICLE II
CERTAIN DEFINITIONS; COMPUTATIONS; CERTIFICATES AND
OPINIONS; ORDERS AND DIRECTIONS
Section 2.1. Definitions of Special Terms ...................................................................................................3
Section 2.2. Definitions of General Terms ..................................................................................................5
Section 2.3. Computations...........................................................................................................................6
Section 2.4. Evidence of Action by the Authority.......................................................................................6
ARTICLE III
AUTHORIZATION AND ISSUANCE OF BONDS; GENERAL TERMS AND
PROVISIONS
Section 3.1. Authorization of TIF Bond ......................................................................................................6
Section 3.2. Authorization of Occupation Tax Revenue Bond....................................................................7
Section 3.3. Details of Bonds; Authority of Administrator .........................................................................8
Section 3.4. Form of Bonds Generally ......................................................................................................10
Section 3.5. Appointment of Registrar ......................................................................................................10 12
Section 3.6. Exchange of Bonds ................................................................................................................10
Section 3.7. Initial Purchaser; Acknowledgements; Negotiability, Registration and
Transfer of Bonds........................................................................................................11
Section 3.8. Ownership of Bonds ..............................................................................................................12
Section 3.9. Disposition and Destruction of Bonds ...................................................................................12
Section 3.10. Mutilated, Lost, Stolen or Destroyed Bonds .......................................................................12
Section 3.11. Nonpresentment of Bonds ...................................................................................................12
ARTICLE IV
REDEMPTION OF BONDS
Section 4.1. Redemption of Bonds ............................................................................................................13
Section 4.2. Redemption Procedures.........................................................................................................13
Section 4.3. Determination of Outstanding Principal Amount of Bonds ..................................................13
ARTICLE V
EFFECTIVE DATE OF PROJECT; PLEDGE OF TIF REVENUE; PLEDGE
OF OCCUPATION TAX REVENUE; PLEDGE OF PLEDGED SALES TAX
Section 5.1. Effective Date of Project........................................................................................................14
Section 5.2. Collection of TIF Revenue; Pledge of TIF Revenue.............................................................14
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(ii)
Section 5.3. Potential Insufficiency of TIF Revenue.................................................................................14
Section 5.4. Collection of Occupation Tax Revenue; Pledge of Occupation Tax
Revenue .......................................................................................................................15
Section 5.5. Potential Insufficiency of Occupation Tax Revenue.............................................................15
ARTICLE VI
CREATION OF FUNDS AND ACCOUNTS; PAYMENTS THEREFROM
Section 6.1. Creation of Funds and Account .............................................................................................15
Section 6.2. Special Fund ..........................................................................................................................15
Section 6.3. Project Fund...........................................................................................................................16
ARTICLE VII
COVENANTS OF THE CITY
Section 7.1. No Priority .............................................................................................................................16
Section 7.2. To Pay Principal of and Interest on Bonds ............................................................................16
Section 7.3. Books of Account; Financial Statements...............................................................................17
Section 7.4. Eminent Domain Proceeds ....................................................................................................17
Section 7.5. Protection of Security ............................................................................................................17
ARTICLE VIII
FORM OF BONDS
Section 8.1. Form of Bonds .......................................................................................................................17
ARTICLE IX
DEFEASANCE; MONEY HELD FOR PAYMENT OF DEFEASED BONDS
Section 9.1. Discharge of Liens and Pledges; Bond No Longer Outstanding
Hereunder ....................................................................................................................29
Section 9.2. Certain Limitations After Due Date.......................................................................................30
ARTICLE X
AMENDING AND SUPPLEMENTING OF RESOLUTION
Section 10.1. Amending and Supplementing of Resolution Without Consent of
Owners.........................................................................................................................30
Section 10.2. Amending and Supplementing of Resolution with Consent of Owners..............................31
Section 10.3. Effectiveness of Supplemental Resolution ..........................................................................32
ARTICLE XI
MISCELLANEOUS
Section 11.1. General and Specific Authorizations; Ratification of Prior Actions ...................................32
Section 11.2. Proceedings Constitute Contract; Enforcement Thereof .....................................................32
Section 11.3. Benefits of Resolution Limited to the Authority and the Owners .......................................33
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(iii)
Section 11.4. No Personal Liability ...........................................................................................................33
Section 11.5. Effect of Saturdays, Sundays and Legal Holidays...............................................................33
Section 11.6. Partial Invalidity ..................................................................................................................33
Section 11.7. Law and Place of Enforcement of this Resolution ..............................................................33
Section 11.8. Effect of Article and Section Headings and Table of Contents...........................................33
Section 11.9. Repeal of Inconsistent Resolution .......................................................................................34
Section 11.10. Publication and Effectiveness of this Resolution ..............................................................34
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THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE
CITY OF GRAND ISLAND, NEBRASKA
RESOLUTION NO. 185
AN RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE BY
THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF
GRAND ISLAND, NEBRASKA OF (A) A TAX INCREMENT REVENUE BOND,
NOTE OR OTHER OBLIGATION IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $5,600,000 FOR THE PURPOSE OF (1) PAYING THE COSTS
OF CONSTRUCTING, RECONSTRUCTING, IMPROVING, EXTENDING,
REHABILITATING, INSTALLING, EQUIPPING, FURNISHING AND
COMPLETING CERTAIN IMPROVEMENTS WITHIN THE CITY’S
NORTHWEST COMMONS REDEVELOPMENT PROJECT AREA, AND (2)
PAYING THE COSTS OF ISSUANCE THEREOF AND (B) AN OCCUPATION
TAX REVENUE BOND, NOTE OR OTHER OBLIGATION IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $4,000,000 FOR THE PURPOSE OF (1)
PAYING THE COSTS OF CONSTRUCTING, RECONSTRUCTING,
IMPROVING, EXTENDING, REHABILITATING, INSTALLING, EQUIPPING,
FURNISHING AND COMPLETING CERTAIN IMPROVEMENTS WITHIN THE
CITY’S NORTHWEST COMMONS ENHANCED EMPLOYMENT ACT AREA,
AND (2) PAYING THE COSTS OF ISSUANCE THEREOF; PRESCRIBING THE
FORM AND CERTAIN DETAILS OF SUCH BONDS, NOTES OR OTHER
OBLIGATIONS; PLEDGING CERTAIN PROPERTY TAX REVENUE AND
OTHER REVENUE TO THE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON THE TAX INCREMENT REVENUE BOND, NOTE OR OTHER
OBLIGATION AS THE SAME BECOME DUE; PLEDGING CERTAIN
OCCUPATION TAX REVENUES TO THE PAYMENT OF THE PRINCIPAL OF
AND INTEREST ON THE OCCUPATION TAX REVENUE BOND, NOTE OR
OTHER OBLIGATION AS THE SAME BECOME DUE; LIMITING PAYMENT
OF SUCH BOND, NOTE OR OTHER OBLIGATION TO THE REVENUES
SPECIFIED HEREIN; CREATING AND ESTABLISHING FUNDS AND
ACCOUNTS; DELEGATING, AUTHORIZING AND DIRECTING THE
ADMINISTRATOR TO EXERCISE HIS INDEPENDENT DISCRETION AND
JUDGMENT IN DETERMINING AND FINALIZING CERTAIN TERMS AND
PROVISIONS OF SUCH BONDS, NOTES OR OTHER OBLIGATIONS NOT
SPECIFIED HEREIN; TAKING OTHER ACTIONS AND MAKING OTHER
COVENANTS AND AGREEMENTS IN CONNECTION WITH THE
FOREGOING; AND RELATED MATTERS.
BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE
CITY OF GRAND ISLAND, NEBRASKA:
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ARTICLE I
FINDINGS AND DETERMINATIONS
Section 1.1. Findings and Determinations. The Community Redevelopment Authority of the
City of Grand Island, Nebraska (the “Authority”) hereby finds and determine as follows:
(a)The City of Grand Island, Nebraska (the “City”), pursuant to Chapter 18, Article 21,
Reissue Revised Statutes of Nebraska, as amended (the “Redevelopment Law”), and Resolution No. 2014-
254, approved the Amended & Restated Site Specific Redevelopment Plan, Grand Island CRA Area 9 (the
“Redevelopment Plan”) under and pursuant to which the City shall undertake from time to time to
redevelop and rehabilitate the Redevelopment Project Area (hereinafter defined).
(b)Pursuant to the Redevelopment Plan and a Redevelopment Contract, dated as of October
30, 2014 (the “Redevelopment Contract”), between the City, the Authority, and Grand Island Joint
Venture, LLC (the “Redeveloper”), the parties previously obligated themselves to provide for the
redevelopment of lots and lands located within a blighted and substandard area and enhanced employment
area, as more fully described in the Redevelopment Contract (hereinafter defined).
(c)The Authority is authorized by the Redevelopment Law (hereinafter defined) to (1) issue
tax increment revenue bonds for the purpose of paying the costs and expenses of the TIF Project (as defined
in the Redevelopment Contract), the principal of and interest on which is payable from certain property tax
revenues as set forth in the Redevelopment Law, and (2) issue occupation tax revenue bonds for the purpose
of paying the costs and expenses of the Enhanced Employment Act Project (as defined in the
Redevelopment Contract), the principal of and interest on which is payable from certain occupation tax
revenues as set forth in the Redevelopment Law.
(d)Pursuant to the Redevelopment Law and Ordinance No. 9509 (“Ordinance No. 9509”),
passed and approved by the Mayor and Council on October 28, 2014, the City has imposed a retail business
occupation tax on all of the Retail Businesses (as defined in Ordinance No. 9509) in the Enhanced
Employment Act Area (as defined in Ordinance No. 9509).
(e)In order to provide funds to pay the costs of the TIF Project, it is necessary, desirable,
advisable, and in the best interest of the City for the Authority to issue a tax increment revenue bond in a
principal amount not to exceed $5,600,000 (the “TIF Bond”).
(f)In order to provide funds to pay the costs of the Enhanced Employment Act Project, it is
necessary, desirable, advisable, and in the best interest of the City for the Authority to issue an occupation
tax revenue bond in a principal amount not to exceed $4,000,000 (the “Occupation Tax Revenue Bond”).
(g)All conditions, acts and things required to exist or to be done precedent to the issuance of
the TIF Bond and the Occupation Tax Revenue Bond (collectively, the “Bonds”) do exist and have been
done as required by law.
ARTICLE II
CERTAIN DEFINITIONS; COMPUTATIONS;
CERTIFICATES AND OPINIONS; ORDERS AND DIRECTIONS
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Section 2.1. Definitions of Special Terms. Unless the context clearly indicates some other
meaning or may otherwise require, and in addition to those terms defined elsewhere herein, the terms
defined in this Section 2.1 shall, for all purposes of this Resolution, any ordinance or other instrument
amendatory hereof or supplemental hereto, and any certificate, opinion, instrument or document herein or
therein mentioned, have the meanings specified herein, with the following definitions to be equally
applicable to both the singular and plural forms of any terms defined herein:
“Administrator” means the City Administrator of the City of Grand Island, Nebraska.
“Assessor” means the Assessor of Hall County, Nebraska.
“Bonds” means, collectively, the TIF Bond and the Occupation Tax Revenue Bond.
“Clerk” means the Clerk of the City of Grand Island, Nebraska.
“Cumulative Outstanding Principal Amount” means the principal amount of a Bond issued,
advanced and Outstanding from time to time in accordance with the provisions of this Resolution, as
reflected in the records maintained by the Registrar as provided in this Resolution.
“Date of Original Issue” means the date each Bond is initially issued and delivered, which, for
each Bond shall be the date of the first deposit of proceeds of that Bond in the appropriate Project Fund as
further described in Section 3.3.
“Debt Service” means, as of any particular date of computation, and with respect to each Bond for
any period, the amount to be paid or set aside as of such date or such period for the payment of the principal
of or interest on such Bond.
“Enhanced Employment Act Area” means the enhanced employment area described, defined or
otherwise identified or referred to in the Redevelopment Plan.
“Enhanced Employment Act Project” means the Enhanced Employment Act Project as defined
in the Redevelopment Contract.
“Fiscal Year” means the twelve-month period established by the City or provided by law from
time to time as its fiscal year.
“Interest Payment Date” means such dates as are determined by the Administrator in accordance
with the provisions of Section 3.3(i) for each year any Bond is outstanding, commencing on the first Interest
Payment Date following the Date of Original Issue.
“Issuance Costs” means the Issuance Costs as defined in the Redevelopment Contract.
“Occupation Tax Bond Fund” means the fund by that name created in Section 6.1.
“Occupation Tax Revenue Bond” means the Northwest Commons Redevelopment Project
Occupation Tax Revenue Bond of the Authority, issued in a principal amount not to exceed $4,000,000
pursuant to this Resolution, and shall include any bond, including a bond, note, interim certificate,
debenture, or other obligation issued pursuant to the Redevelopment Law. At the option of the Owner of
the Occupation Tax Revenue Bond, the titular designation of such Occupation Tax Revenue Bond may be
revised to state bond, note, interim certificate, debenture, obligation, or such other designation as is
appropriate.
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“Occupation Tax Revenue” means all revenue received by the City from the imposition of the
Retail Business Occupation Tax levied by the City pursuant to Ordinance No. 9509 in the Enhanced
Employment Act Area.
“Outstanding” means when used with reference to any Bond, as of a particular date, the full
principal amount of the Bond theretofore authenticated, delivered and advanced under this Resolution
except:
(a)any portion of the Bond theretofore canceled by the Registrar or delivered to the
Registrar for cancellation;
(b)any portion of the Bond which is deemed to have been paid in accordance with
Section 9.1 hereof;
(c)any Bond alleged to have been mutilated, destroyed, lost or stolen which has
been paid as provided in Section 3.9 hereof; and
(d)any Bond in exchange for or in lieu of which another Bond has been
authenticated and delivered pursuant to this Resolution.
“Owner” means the person identified as the owner of a Bond from time to time, as indicated on the
books of registry maintained by the Registrar.
“Project” means, collectively, the Enhanced Employment Act Project and the TIF Project.
“Project Revenue” means all net rents, proceeds, revenue and other income derived by the City by
virtue of any lease, sale, conveyance or other disposition of any part of the Project, plus all sums received by
the City as a result of damage to or destruction or condemnation of the Project, but shall not mean any part
of the TIF Tax Revenue or the Occupation Tax Revenue.
“Record Date” means, for each Interest Payment Date, the 10th day preceding such Interest
Payment Date.
“Redeveloper” means the Redeveloper as defined in the Redevelopment Contract responsible for
constructing, reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing and
completing the Enhanced Employment Act Project and the TIF Project on behalf of the City.
“Redevelopment Contract” means the Redevelopment Contract (Northwest Commons Project),
dated as of October 30, 2014, between the City, Authority, and Grand Island Joint Venture, LLC, a Missouri
limited liability company, relating to the Project.
“Redevelopment Project Area” means the community redevelopment area described, defined or
otherwise identified or referred to in the Redevelopment Plan and the Redevelopment Contract.
“Redevelopment Law” means Article VIII, Section 12 of the Constitution of the State and Chapter
18, Article 21, Reissue Revised Statutes of Nebraska, as amended.
“Redevelopment Plan” means the Amended & Restated Site Specific Redevelopment Plan,
Grand Island CRA Area 9 passed, adopted and approved by the City pursuant to Resolution No. 2014-
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254, and shall include any amendment of such Redevelopment Plan heretofore or hereafter made by the
City pursuant to law.
“Registrar” means the Treasurer of the City of Grand Island, Nebraska, in its capacity as registrar
and paying agent for the Bond.
“Resolution” means this resolution as from time to time amended or supplemented.
“Retail Business Occupation Tax” means the occupation tax levied by the City pursuant to the
Redevelopment Law and Ordinance No. 9509 in the Enhanced Employment Act Area.
“Revenue” means the TIF Tax Revenue and the Occupation Tax Revenue.
“Special Fund” means the fund by that name created in Section 6.1.
“State” means the State of Nebraska.
“TIF Bond” means the Northwest Commons Redevelopment Project Tax Increment Revenue
Bond of the Authority issued in an aggregate principal amount not to exceed $5,600,000, issued pursuant
to this Resolution, and shall include any bonds, including bonds, notes, interim certificates, debentures, or
other obligations issued pursuant to the Redevelopment Law. At the option of the Owner of a TIF Bond,
the titular designation of such TIF Bond may be revised to state bond, note, interim certificate, debenture,
obligation, or such other designation as is appropriate.
“TIF Bond Fund” means the fund by that name created in Section 6.1.
“TIF Project” means the TIF Project as defined in the Redevelopment Contract.
“TIF Revenue” means the Project Revenue and the TIF Tax Revenue.
“TIF Tax Revenue” means, with respect to the Redevelopment Project Area, (a) those tax
revenues referred to (1) in the last sentence of the first paragraph of Article VIII, Section 12 of the
Constitution of the State and (2) in Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, and
(b) all payments made in lieu thereof.
“Treasurer” means the Treasurer of Hall County, Nebraska.
Section 2.2. Definitions of General Terms. Unless the context clearly indicates otherwise or may
otherwise require, in this Resolution words importing persons include firms, partnerships, associations,
corporations (public and private), public bodies and natural persons, and also include executors,
administrators, trustees, receivers or other representatives.
Unless the context clearly indicates otherwise or may otherwise require, in this Resolution the terms
“herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Resolution as a whole
and not to any particular section or subdivision thereof.
Unless the context clearly indicates otherwise or may otherwise require, in this Resolution:
(a) references to Articles, Sections and other subdivisions, whether by number or letter or otherwise, are to
the respective or corresponding Articles, Sections or subdivisions of this Resolution as such Articles,
Sections, or subdivisions may be amended or supplemented from time to time; and (b) the word
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“heretofore” means before the time of passage of this Resolution, and the word “hereafter” means after the
time of passage of this Resolution.
Section 2.3. Computations. Unless the facts shall then be otherwise, all computations required for
the purposes of this Resolution shall be made on the assumption that the principal of and interest on each
Bond shall be paid as and when the same become due.
Section 2.4. Evidence of Action by the Authority. Except as otherwise specifically provided in
this Resolution, any request, direction, command, order, notice, certificate or other instrument of, by or from
the Authority shall be effective and binding upon the Authority for the purposes of this Resolution if signed
by its Chair, its Vice-Chair, its Secretary, or by any other person or persons authorized to execute the same
by statute, charter or by a resolution of the Authority.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF BONDS;
GENERAL TERMS AND PROVISIONS
Section 3.1. Authorization of TIF Bond. Pursuant to and in full compliance with the
Redevelopment Law and this Resolution, and for the purpose of providing funds to pay (a) the cost of
constructing, reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing, and
completing the TIF Project, and (b) the costs of issuing the TIF Bond, the Authority shall issue the TIF
Bond in a principal amount not to exceed Five Million Six Hundred Thousand Dollars ($5,600,000). The
TIF Bond shall be designated as “Community Redevelopment Authority of the City of Grand Island,
Nebraska, Northwest Commons Redevelopment Project Tax Increment Development Revenue Bond, Series
2014A,” shall be dated the Date of Original Issue, shall mature, subject to right of prior redemption, not
later than December 15, 2030, as determined by the Administrator, and shall bear interest (computed on
the basis of a 360-day year consisting of twelve, 30-day months) at an annual rate not to exceed 0.00%. The
TIF Bond shall be issued as a single bond as further described in Section 3.3. The Administrator may
establish an amortization schedule for the payment of principal of and interest on the TIF Bond; provided,
however, that any TIF Bond issued pursuant to this Resolution shall only be due and payable to the extent
TIF Revenues are available therefor in accordance with the terms of this Resolution.
The TIF Bond, together with the interest thereon, is a special, limited obligation of the Authority
payable solely from the TIF Revenue and the amounts on deposit in the funds and accounts established by
this Resolution. The TIF Bond shall not in any event be a debt of the City or Authority (except to the extent
of the TIF Revenue), the State, nor any of its political subdivisions, and neither the City or Authority (except
to the extent of the TIF Revenue), the State nor any of its political subdivisions is liable in respect thereof,
nor in any event shall the principal of and interest on the TIF Bond be payable from any source other than
the TIF Revenue and other money pledged under this Resolution. The TIF Bond does not constitute a debt
within the meaning of any constitutional, statutory, or charter limitation upon the creation of general
obligation indebtedness of the City or Authority and does not impose any general liability upon the City or
Authority. Neither any official of the City or Authority nor any person executing the TIF Bond shall be
liable personally on the TIF Bond by reason of its issuance. The validity of the TIF Bond is not and shall
not be dependent upon the completion of the TIF Project or upon the performance of any obligation relative
to the TIF Project.
The TIF Revenue and the amounts on deposit in the specified funds and accounts established by
this Resolution are hereby pledged and assigned for the payment of the TIF Bonds, and shall be used for no
other purpose than to pay the principal of and interest on the TIF Bond, except as may be otherwise
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expressly authorized in this Resolution. The TIF Bond shall not constitute a debt of the City or Authority
within the meaning of any constitutional, statutory, or charter limitation upon the creation of general
obligation indebtedness of the City or Authority, and neither the City nor the Authority shall be liable for the
payment thereof out of any money of the City or the Authority other than the TIF Tax Revenue and the
other funds referred to herein.
Nothing in this Resolution shall preclude the payment of the TIF Bond from (a) the proceeds of
future bonds issued pursuant to law or (b) any other legally available funds. Nothing in this Resolution
shall prevent the City or Authority from making advances of its own funds howsoever derived to any of
the uses and purposes mentioned in this Resolution.
Section 3.2. Authorization of Occupation Tax Revenue Bond. Pursuant to and in full
compliance with the Redevelopment Law and this Resolution, and for the purpose of providing funds to pay
(a) the cost of constructing, reconstructing, improving, extending, rehabilitating, installing, equipping,
furnishing, and completing the Enhanced Employment Act Project, and (b) the costs of issuing the
Occupation Tax Revenue Bond, the Authority shall issue the Occupation Tax Revenue Bond in a principal
amount not to exceed Four Million Dollars ($4,000,000). The Occupation Tax Revenue Bond shall be
designated as “Community Redevelopment Authority of the City of Grand Island, Nebraska, Northwest
Commons Redevelopment Project Occupation Tax Revenue Bond, Series 2014B,” shall be dated the Date
of Original Issue, shall mature, subject to right of prior redemption, not later than December 15, 2035, as
determined by the Administrator, and shall bear interest (computed on the basis of a 360-day year
consisting of twelve, 30-day months) at an annual rate of 3.50%. The Occupation Tax Revenue Bond shall
be issued as a single bond as further described in Section 3.3. The Administrator may establish an
amortization schedule for the payment of principal of and interest on the Occupation Tax Revenue Bond;
provided, however, that any Occupation Tax Revenue Bond issued pursuant to this Resolution shall only
be due and payable to the extent Occupation Tax Revenues are available therefor in accordance with the
terms of this Resolution.
The Occupation Tax Revenue Bond, together with the interest thereon, is a special, limited
obligation of the Authority payable solely from the Occupation Tax Revenue and the amounts on deposit in
the funds and accounts established by this Resolution. The Occupation Tax Revenue Bond shall not in any
event be a debt of the City or Authority (except to the extent of the Occupation Tax Revenue), the State, nor
any of its political subdivisions, and neither the City or the Authority (except to the extent of the Occupation
Tax Revenue), the State nor any of its political subdivisions is liable in respect thereof, nor in any event
shall the principal of and interest on the Occupation Tax Revenue Bond be payable from any source other
than the Occupation Tax Revenue and other money pledged under this Resolution. The Occupation Tax
Revenue Bond does not constitute a debt within the meaning of any constitutional, statutory, or charter
limitation upon the creation of general obligation indebtedness of the City or Authority and does not impose
any general liability upon the City or Authority. Neither any official of the City or the Authority nor any
person executing the Occupation Tax Revenue Bond shall be liable personally on the Occupation Tax
Revenue Bond by reason of its issuance. The validity of the Occupation Tax Revenue Bond is not and
shall not be dependent upon the completion of the Enhanced Employment Act Project or upon the
performance of any obligation relative to the Enhanced Employment Act Project.
The Occupation Tax Revenue and the amounts on deposit in the specified funds and accounts
established by this Resolution are hereby pledged and assigned for the payment of the Occupation Tax
Revenue Bonds, and shall be used for no other purpose than to pay the principal of and interest on the
Occupation Tax Revenue Bond, except as may be otherwise expressly authorized in this Resolution. The
Occupation Tax Revenue Bond shall not constitute a debt of the City or the Authority within the meaning
of any constitutional, statutory, or charter limitation upon the creation of general obligation indebtedness of
the City or the Authority, and neither the City nor the Authority shall be liable for the payment thereof out
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of any money of the City or Authority other than the Occupation Tax Revenues and the other funds referred
to herein.
Nothing in this Resolution shall preclude the payment of the Occupation Tax Revenue Bond from
(a) the proceeds of future bonds issued pursuant to law or (b) any other legally available funds. Nothing
in this Resolution shall prevent the City or the Authority from making advances of its own funds
howsoever derived to any of the uses and purposes mentioned in this Resolution.
Section 3.3. Details of Bonds; Authority of Administrator.
(a)Each Bond shall be dated the Date of Original Issue for the respective Bond and shall be
issued to the respective purchaser thereof, as Owner, in installments.
(b)Proceeds of each Bond may be advanced and disbursed in the manner set forth below:
(1)There shall be submitted to the Authority a disbursement request in a form
acceptable to the Authority (the “Disbursement Request”), executed by the City’s Clerk and an
authorized representative of the Redeveloper, (A) certifying that a portion of the TIF Project or
the Enhanced Employment Act Project have been substantially completed and (B) certifying the
actual costs incurred by the Redeveloper in the completion of such portion of the TIF Project or
the Enhanced Employment Act Project.
(2)The Authority shall determine whether the costs requested for reimbursement
under the Disbursement Request are currently reimbursable under the Redevelopment Contract
and the Redevelopment Law, and if so whether such costs are properly paid or reimbursed from
proceeds of the TIF Bond or the Occupation Tax Revenue Bond (taking into account particularly
the provisions of the Redevelopment Contract). Upon determination thereof, the Authority shall
evidence such allocation in writing and inform the Owner of the appropriate Bond of any
amounts allocated to such Bond.
(3)Upon notification from the Authority as described in Section 3.3(b) (2), deposits
to the accounts in the Project Fund (as defined below) corresponding to the applicable Bond may
be made from time to time from funds received by the Authority from the Owner of the
respective Bond in the amounts necessary to pay amounts requested in properly completed,
signed and approved written Disbursement Requests as described herein. Such amounts shall be
proceeds of the appropriate Bond and the Authority shall inform the Registrar in writing of the
date and amount of such deposits. The Registrar shall keep and maintain a record of the amounts
deposited into the respective accounts of the Project Fund from the appropriate Bond proceeds
pursuant to the terms of this Resolution as “Principal Amount Advanced” and shall enter the
aggregate principal amount then Outstanding as the “Cumulative Outstanding Principal Amount”
on its records maintained for the Bonds. The aggregate amount deposited into the TIF Bond Fund
in the Project Fund from proceeds of the TIF Bond shall not exceed $5,600,000 and the aggregate
amount deposited into the Occupation Tax Bond Fund in the Project Fund from the proceeds of the
Occupation Tax Revenue Bond shall not exceed $4,000,000.
The Authority shall have no obligation to pay any Disbursement Request unless such request has
been properly approved as described above, and proceeds of the applicable series of Bonds have been
deposited by the respective Owners of the Bonds into the proper accounts of the Project Fund.
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The records maintained by the Registrar as to principal amount advanced and principal amounts
paid on the Bonds shall be the official records of the Cumulative Outstanding Principal Amount for the
respective Bonds for all purposes.
(c)Each Bond shall be dated the Date of Original Issue, which shall be the initial date of a
deposit of the proceeds of such Bond in the respective account of the Project Fund.
(d)As of the Date of Original Issue of any Bond, there shall be delivered to the Registrar the
following:
(1)A signed investor’s letter in a form acceptable to the Authority and bond counsel;
and
(2)Such additional certificates and other documents as the Authority or bond
counsel may require.
(e)Interest on the Cumulative Outstanding Principal Amount of each Bond from the
respective Date of Original Issue of each Bond or the most recent Interest Payment Date to which interest
has been paid or duly provided for on each Bond, is payable on each Interest Payment Date until the
principal of the Bonds has been paid, whether at maturity or upon earlier redemption; provided, however,
if any interest on any Bond is in default, such Bond shall bear interest from the date to which interest has
been paid.
(f)Both the principal of and interest on the Bonds shall be payable in any coin or currency
of the United States of America which on the respective dates of payment thereof is legal tender for the
payment of public and private debts. Payments of interest on the Bonds due prior to maturity or earlier
redemption and payment of any principal upon redemption prior to maturity shall be made by check
mailed by the Registrar on each Interest Payment Date to each Owner, at such Owner’s address as it
appears on the books of registry maintained by the Registrar on the Record Date. The principal of the
Bonds and the interest thereon due at maturity or upon earlier redemption shall be payable upon
presentation and surrender of the Bonds to the Registrar.
(g)In the event that payments of interest due on any Bond on an Interest Payment Date are
not timely made, such interest shall cease to be payable to the Owner thereof as of the Record Date for
such Interest Payment Date and shall be payable to the Owner as of a special record date for payment of
defaulted interest to be designated by the Registrar whenever money for the purpose of paying such
defaulted interest becomes available.
(h)The Bonds shall be executed by the manual signatures of the Chair and the Secretary of
the Authority. In case any officer whose signature shall appear on any Bond shall cease to be such officer
before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all
purposes, the same as if s/he had remained in office until such delivery, and each Bond may be signed by
such persons as at the actual time of the execution of such Bond shall be the proper officers to sign such
Bond although at the date of such Bond such persons may not have been such officers.
(i)The Administrator is hereby authorized to hereafter, from time to time, specify, set,
designate, determine, establish and appoint, as the case may be, and in each case in accordance with and
subject to the provisions of this Resolution, (1) the Date of Original Issue, (2) the principal amount of each
Bond in accordance with Section 3.3(a) and the dates and amounts of each principal payment (whether by
maturity or redemption) with respect to the Bonds, (3) the maturity date of each Bond, which shall be not
later than (A) December 15, 2030 with respect to the TIF Bonds, and (B) December 15, 2035 with respect to
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the Occupation Tax Revenue Bond, (4) the Interest Payment Dates for each Bond, and (5) any other term of
the Bonds not otherwise specifically fixed by the provisions of this Resolution.
(j)Any Bond issued upon transfer or exchange of any other Bond shall be dated as of the
Interest Payment Date next preceding the date of registration thereof in the offices of the Registrar, unless
such date of registration shall be an Interest Payment Date, in which case it shall be dated as of such date of
registration; provided, however, that if, as shown by the records of the Registrar, interest on such Bond shall
be in default, the Bond in lieu of the Bond surrendered for transfer or exchange may be dated as of the date
to which interest has been paid in full on the Bond surrendered; and provided further, that if the date of
registration shall be prior to the first Interest Payment Date, the Bond shall be dated as of its Date of
Original Issue.
(k)When any portion of any Bond shall have been duly called for redemption and payment
thereof duly made or provided for, interest thereon shall cease on the principal amount of such Bond so
redeemed from and after the date of redemption thereof.
(l)The Bonds shall be issued to the respective Owners thereof as shall be mutually agreed
between the Redeveloper and the Administrator for a price equal to 100% of the principal amount thereof.
At all times the principal amount of the Bonds shall be limited to the lesser of (i) the stated face amount of
the Bond, or (ii) the sum of all TIF Project Costs for the TIF Bond or all Enhanced Employment Act Project
Costs for the Occupation Tax Revenue Bond, as the case may be, incurred by the Redeveloper as provided
in the Redevelopment Contract. No Bond shall be delivered to any Owner unless the Authority shall have
received from the Owner thereof such documents as may be required by the Administrator to demonstrate
compliance with all applicable laws, including without limitation compliance with this Resolution. The
Authority may impose such restrictions on the transfer of any Bond as may be required to ensure
compliance with all requirements relating to any such transfer.
Section 3.4. Form of Bonds Generally. The Bonds shall be issued in fully registered form
without coupons. The Bonds shall be in substantially the form set forth in Article VIII, with such
appropriate variations, omissions and insertions as are permitted or required by this Resolution and with
such additional changes as the Administrator may deem necessary or appropriate. The Bonds may have
endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable
rules and regulations of any governmental authority or any usage or requirement of law with respect
thereto.
Section 3.5. Appointment of Registrar. The Registrar is hereby appointed the registrar and
paying agent for the Bonds. The Registrar shall specify its acceptance of the duties, obligations and trusts
imposed upon it by the provisions of this Resolution by a written instrument deposited with the Authority
prior to the Date of Original Issue of the initial Bond. The Authority reserves the right to remove the
Registrar upon 30 days’ notice and upon the appointment of a successor Registrar, in which event the
predecessor Registrar shall deliver all cash and the Bonds in its possession to the successor Registrar and
shall deliver the bond register to the successor Registrar. The Registrar shall have only such duties and
obligations as are expressly stated in this Resolution and no other duties or obligations shall be required
of the Registrar.
Section 3.6. Exchange of Bonds. Any Bond, upon surrender thereof at the principal office of the
Registrar, together with an assignment duly executed by the Owner or its attorney or legal representative in
such form as shall be satisfactory to the Registrar, may, at the option of the Owner thereof, be exchanged for
another Bond in a principal amount equal to the principal amount of the Bond surrendered or exchanged, of
the same series and maturity and bearing interest at the same rate. The Authority shall make provision for
the exchange of the Bonds at the principal office of the Registrar.
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Section 3.7. Initial Purchaser; Acknowledgments, Negotiability, Registration and Transfer of
Bonds. The Registrar shall keep books for the registration and registration of transfer of the Bonds as
provided in this Resolution. The initial purchaser of the Bonds shall provide evidence acceptable to the
Authority that such initial purchaser is either a) a body politic and corporate and a political subdivision of
the State of Nebraska, or b) a financial institution or other “accredited investor” as defined in Rule 501 of
Regulation D of the United States Securities Exchange Commission and Section 8-1111(8) of the
Securities Act of Nebraska.
The transfer of the Bonds may be registered only upon the books kept for the registration and
registration of transfer of the Bonds upon (a) surrender thereof to the Registrar, together with an assignment
duly executed by the Owner or its attorney or legal representative in such form as shall be satisfactory to the
Registrar and (b) evidence acceptable to the Authority that the assignee is either a) a body politic and
corporate and a political subdivision of the State of Nebraska, or b) a financial institution or other
“accredited investor” as defined in Rule 501 of Regulation D of the United States Securities Exchange
Commission and Section 8-1111(8) of the Securities Act of Nebraska. Prior to any transfer and
assignment, the Owner will obtain and provide to the Authority, an investor’s letter in form and substance
satisfactory to the Authority evidencing compliance with the provisions of all federal and state securities
laws, and will deposit with the Authority an amount to cover all reasonable costs incurred by the
Authority, including legal fees, of accomplishing such transfer. A transfer of the Bond may be prohibited
by the Authority if (1) a default then exists under the Redevelopment Contract, or (2) in the judgment of the
Administrator, the amount of projected Revenue available to pay Debt Service on the Bond Outstanding will
be insufficient at any time in the future for payment of such Debt Service. Upon any such registration of
transfer the Authority shall execute and deliver in exchange for such Bond a new Bond, registered in the
name of the transferee, in a principal amount equal to the principal amount of the Bond surrendered or
exchanged, of the same series and maturity and bearing interest at the same rate.
In all cases in which any Bond shall be exchanged or a transfer of a Bond shall be registered
hereunder, the Authority shall execute at the earliest practicable time execute and deliver a Bond in
accordance with the provisions of this Resolution. The Bond surrendered in any such exchange or
registration of transfer shall forthwith be canceled by the Registrar. Neither the Authority nor the Registrar
shall make a charge for the first such exchange or registration of transfer of any Bond by any Owner. The
Authority or the Registrar, or both, may make a charge for shipping, printing and out-of-pocket costs for
every subsequent exchange or registration of transfer of such Bond sufficient to reimburse it or them for any
and all costs required to be paid with respect to such exchange or registration of transfer. Neither the
Authority nor the Registrar shall be required to make any such exchange or registration of transfer of any
Bond during the period between a Record Date and the corresponding Interest Payment Date.
Any Owner, including but not limited to, the initial purchaser of the Bonds shall acknowledge the
following:
a) that the principal amount and debt service on the Bonds has been scheduled based upon estimates
and assumptions provided by the Redeveloper (which may be optimistic or “best case” estimates or
assumptions of the Redeveloper not in any respect verified or evaluated by the Authority), and that such
estimates and assumptions may vary materially;
b) that occupation tax revenues and/or tax increment revenues may be altered or eliminated entirely
based upon future decisions of taxing authorities, the Nebraska Legislature or the voters of the State of
Nebraska or by future court decisions;
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(c) that the sales within the development may or may not be sufficient to generate occupation tax
revenues sufficient to pay debt service on the Occupation Tax Revenue Bond, and that there is no additional
security or obligation supporting the Occupation Tax Bond;
(d) that the lands within the Redevelopment Project Area may or may not be developed in a manner
sufficient to generate incremental tax revenues sufficient to pay debt service on the TIF Bond, and that there
is no additional security or obligation supporting the TIF Bond;
(e) that such Owner understands that the purchase price of the Bonds is in the form of an offset
against the grant to the Redeveloper as provided in the Redevelopment Contract and that such offset is at the
request of the Redeveloper; and
(f) that in the event of certain events of default by the Redeveloper, under the Redevelopment
Contract, the principal amount of the Bond shall be offset and reduced by the amount of any grant by the
authority to the Redeveloper of the proceeds of the Bond.
Section 3.8. Ownership of Bonds. As to any Bond, the person in whose name the same shall be
registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or
on account of the principal of and interest on such Bond and the interest on any such Bond shall be made
only to or upon the order of the Owner thereof or his legal representative. All such payments shall be valid
and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the
extent of the sum or sums so paid.
Section 3.9. Disposition and Destruction of Bonds. The Bonds, upon surrender to the Registrar
for final payment, whether at maturity or upon earlier redemption, shall be canceled upon such payment by
the Registrar and, upon written request of the Administrator, be destroyed.
Section 3.10. Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond becomes mutilated or
is lost, stolen or destroyed, the Authority shall execute and deliver a new Bond of like date and tenor as
the Bond mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such
mutilated Bond shall first be surrendered to the Authority. In the case of any lost, stolen or destroyed
Bond, there first shall be furnished to the Authority evidence of such loss, theft or destruction satisfactory
to the Authority, together with indemnity to the Authority satisfactory to the Authority. If any such Bond
has matured, is about to mature or has been called for redemption, instead of delivering a substitute Bond,
the Authority may pay the same without surrender thereof. Upon the issuance of any substitute Bond, the
Authority may require the payment of an amount by the Owner sufficient to reimburse the Authority for
any tax or other governmental charge that may be imposed in relation thereto and any other reasonable
fees and expenses incurred in connection therewith.
Section 3.11. Nonpresentment of Bonds. If any Bond is not presented for payment when the
principal thereof becomes due and payable as therein and herein provided, whether at the stated maturity
thereof or call for optional or mandatory redemption or otherwise, if funds sufficient to pay such Bond
have been made available to the Registrar all liability of the Authority to the Owner thereof for the
payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it
shall be the duty of the Registrar to hold such funds, without liability for interest thereon, for the benefit
of the Owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of
whatever nature on their part under this Resolution or on, or with respect to, said Bond. If any Bond is
not presented for payment within five years following the date when such Bond becomes due, the
Registrar shall repay to the Authority the funds theretofore held by it for payment of such Bond, and such
Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured
obligation of the Authority, and the Registered Owner thereof shall be entitled to look only to the
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Authority for payment, and then only to the extent of the amount so repaid to it by the Registrar, and the
Authority shall not be liable for any interest thereon and shall not be regarded as a trustee of such money.
ARTICLE IV
REDEMPTION OF BONDS
Section 4.1. Redemption of Bonds.
(a)The TIF Bond is subject to redemption at the option of the Authority prior to the maturity
thereof at any time as a whole or in part from time to time in such principal amount as the Authority shall
determine, at a redemption price equal to 100% of the principal amount then being redeemed plus accrued
interest thereon to the date fixed for redemption, but only from the TIF Revenues. The TIF Bond may not
be redeemed from the proceeds of any other debt obligation of the Authority.
If the TIF Bond is not redeemed prior to maturity, and at the maturity date there are
insufficient funds in the TIF Bond Fund to fully redeem the TIF Bond, any remaining moneys in the TIF
Bond Fund shall be paid out to the Owner, and the TIF Bond shall be considered fully redeemed and paid
in full, and neither the City nor the Authority shall have any further obligation to make any payment of
principal or interest on the TIF Bond.
(b)The Occupation Tax Revenue Bond is subject to redemption at the option of the
Authority prior to the maturity thereof at any time as a whole or in part from time to time in such
principal amount as the Authority shall determine, at a redemption price equal to 100% of the principal
amount then being redeemed plus accrued interest thereon to the date fixed for redemption, but only from
the Occupation Tax Revenue. The Occupation Tax Revenue Bond may not be redeemed from the
proceeds of any other debt obligation of the Authority.
If the Occupation Tax Revenue Bond is not redeemed prior to maturity, and at the
maturity date there are insufficient funds in the Occupation Tax Bond Fund to fully redeem the
Occupation Tax Revenue Bond, any remaining moneys in the Occupation Tax Bond Fund shall be paid
out to the Owner, and the Occupation Tax Revenue Bond shall be considered fully redeemed and paid in
full, and neither the City nor the Authority shall have any further obligation to make any payment of
principal or interest on the Occupation Tax Revenue Bond.
Section 4.2. Redemption Procedures. The Administrator is hereby authorized, without further
action of the Council, to call all or any portion of the principal of the Bond for payment and redemption
prior to maturity on such date as the Administrator shall determine, and shall deposit sufficient funds in the
Debt Service Account from the Surplus Account to pay the principal being redeemed plus the accrued
interest thereon to the date fixed for redemption. The Administrator may affect partial redemptions of any
Bond without notice to the Owner and without presentation and surrender of such Bond, but total
redemption of any Bond may only be affected with notice to the Owner and upon presentation and surrender
of such Bond to the Registrar. Notice of a total redemption of any Bond shall be sent by the Registrar by
first-class mail not less than five days prior to the date fixed for redemption to the Owner’s address
appearing on the books of registry maintained by the Registrar and indicate (a) the title and designation of
the Bond, (b) the redemption date, and (c) a recitation that the entire principal balance of such Bond plus all
accrued interest thereon is being called for redemption on the applicable redemption date.
Section 4.3. Determination of Outstanding Principal Amount of Bonds. Notwithstanding the
amount indicated on the face of any Bond, the principal amount of such Bond actually Outstanding from
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time to time shall be determined and maintained by the Registrar. The Registrar shall make a notation in the
books of registry maintained for each Bond indicating the original principal advance of such Bond as
determined in accordance with Section 3.3 and make such additional notations as are required to reflect any
additional principal advances or redemptions of such Bond from time to time, including on the Table of
Cumulative Outstanding Principal Amount attached to each Bond if it is presented to the Registrar for that
purpose. Any Owner may examine the books of registry maintained by the Registrar upon request, and the
Registrar shall grant such request as soon as reasonably practicable. Any failure of the Registrar to record a
principal advance or redemption on the Table of Cumulative Outstanding Principal Amount shall not
affect the Cumulative Outstanding Principal Amount shown on the records of the Registrar.
ARTICLE V
EFFECTIVE DATE OF PROJECT;
PLEDGE OF TIF REVENUE; PLEDGE OF OCCUPATION TAX REVENUE
Section 5.1. Effective Date of Project. For purposes of Section 18-2147, Reissue Revised
Statutes of Nebraska, as amended, the effective date of the Project shall be determined in the manner
provided in the Redevelopment Plan and as set forth in the Redevelopment Contract. The Administrator is
hereby directed to notify the Assessor of the effective date of the Project on the form prescribed by the
Property Tax Administrator.
Section 5.2. Collection of TIF Revenue; Pledge of TIF Revenue. As provided for in the
Redevelopment Plan and the Redevelopment Contract, and pursuant to the provisions of the Redevelopment
Law, for the period contemplated thereby, the TIF Tax Revenue collected in the Redevelopment Project
Area shall be allocated to and, when collected, paid into the TIF Bond Fund in the Special Fund along with
any Project Revenue collected under the terms of this Resolution to pay the principal of and interest on the
TIF Bond. When the TIF Bond, including interest and all other indebtedness and costs of construction
incurred by the Authority in connection with the TIF Project have been paid in accordance with this
Resolution, the Redevelopment Plan and the Redevelopment Contract, the TIF Revenue shall be applied as
provided for in the Redevelopment Law.
The TIF Revenue is hereby allocated and pledged in its entirety to the payment of the principal of
and interest on the TIF Bond and to the payment of the TIF Project, until the principal of and interest on the
TIF Bond has been paid (or until money for that purpose has been irrevocably set aside), and the TIF
Revenue shall be applied solely to the payment of the principal of and interest on the TIF Bond. Such
allocation and pledge is and shall be for the sole and exclusive benefit of the Owner of the TIF Bond and
shall be irrevocable.
Section 5.3. Potential Insufficiency of TIF Revenue. The Authority makes no representations,
covenants, or warranties to the Owner of the TIF Bond that the TIF Revenue will be sufficient to pay the
principal of and interest on the TIF Bond. Payment of the principal of and interest on the TIF Bond is
limited solely and exclusively to the TIF Revenue pledged under the terms of this Resolution, and is not
payable from any other source whatsoever.
Section 5.4. Collection of Occupation Tax Revenue; Pledge of Occupation Tax Revenue. As
provided for in the Redevelopment Plan and the Redevelopment Contract, and pursuant to the provisions of
the Redevelopment Law, for the period contemplated thereby, the Occupation Tax Revenue collected in the
Enhanced Employment Act Area shall be allocated to and, when collected, paid into the Occupation Tax
Bond Fund in the Special Fund along with any other amount for the purpose of paying the principal of and
interest on the Occupation Tax Revenue Bond. When the Occupation Tax Revenue Bond, including interest
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and all other indebtedness and costs incurred by the Authority in connection with the Enhanced
Employment Act Project have been paid in accordance with this Resolution, the Redevelopment Plan and
the Redevelopment Contract, the Occupation Tax Revenue shall be applied as provided for in the
Redevelopment Law and Ordinance No. 9509.
The Occupation Tax Revenue is hereby allocated and pledged in its entirety to the payment of the
principal of and interest on the Occupation Tax Revenue Bond and to the payment of the Enhanced
Employment Act Project, until the principal of and interest on the Occupation Tax Revenue Bond has been
paid (or until money for that purpose has been irrevocably set aside), and the Occupation Tax Revenue shall
be applied solely to the payment of the principal of and interest on the Occupation Tax Revenue Bond and
all costs incurred by the Authority in connection with the Enhanced Employment Act Project as provided
herein. Such allocation and pledge is and shall be for the sole and exclusive benefit of the Owner of the
Occupation Tax Revenue Bond and shall be irrevocable.
Section 5.5. Potential Insufficiency of Occupation Tax Revenue. The Authority makes no
representations, covenants, or warranties to the Owner of the Occupation Tax Revenue Bond that the
Occupation Tax Revenue will be sufficient to pay the principal of and interest on the Occupation Tax
Revenue Bond. Payment of the principal of and interest on the Occupation Tax Revenue Bond is limited
solely and exclusively to the Occupation Tax Revenue pledged under the terms of this Resolution, and is not
payable from any other source whatsoever.
ARTICLE VI
CREATION OF FUNDS AND ACCOUNTS;
PAYMENTS THEREFROM
Section 6.1. Creation of Funds and Account. There is hereby created and established by the
Authority the following funds and accounts which funds shall be held by the Administrator of the City
separate and apart from all other funds and moneys of the City or Authority under his control:
(a)a special trust fund called the “Grand Island Northwest Commons
Redevelopment Project Bond Fund” (the “Special Fund”), which shall contain a TIF Bond
Fund (the “TIF Bond Fund”) and an Occupation Tax Bond Fund (“the Occupation Tax
Bond Fund”), which Accounts shall contain both a Debt Service Subaccount Account and
a Surplus Subaccount for each of the TIF Bond and the Occupation Tax Revenue Bond,
respectively and which shall be created as special trust accounts; and
(b)a special trust fund called the “Northwest Commons Redevelopment
Project Fund” (the “Project Fund”) which shall contain a Project Account for each of the
TIF Bond (the “TIF Project Fund”) and the Occupation Tax Revenue Bond (the
“Occupation Tax Project Fund”) and which shall be created as special trust accounts.
So long as any Bond, or any interest thereon, remains unpaid, the money in the foregoing funds and
accounts shall be used for no purpose other than those required or permitted by this Resolution, any
ordinance supplemental to or amendatory of this Resolution, the Redevelopment Law and the
Redevelopment Contract.
Section 6.2. Special Fund. After all Issuance Costs have been paid, all of the remaining TIF
Revenue shall be deposited into the TIF Bond Fund in the Special Fund and all of the remaining Occupation
Tax Revenue shall be deposited into the Occupation Tax Bond Fund in the Special Fund. All amounts
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accumulated in each Account in the Special Fund shall be used and credited in the following order of
priority:
(a)Debt Service Subaccount. Credits shall be made into the Debt Service Subaccounts on the
Business Day prior to each Interest Payment Date so that the balance in each respective Debt Service
Subaccount on an Interest Payment Date shall be equal to the amount of Debt Service due on the
corresponding Bond on such Interest Payment Date. Money in each Debt Service Subaccount shall be used
solely for the payment of Debt Service on the corresponding Bond as the same becomes due.
(b)Surplus Subaccount. After the credits required by Section 6.2(a) have been made, the
remaining balances in each account in the Special Fund shall be deposited into the corresponding Surplus
Subaccount and used and applied by the Authority to (1) redeem principal of the corresponding Bond, or (2)
pay costs allowed by the Redevelopment Contract and the Redevelopment Law.
Section 6.3. Project Fund. The Trustee shall disburse moneys on deposit in each account in the
Project Fund from time to time to pay or as reimbursement for payment made for the qualified TIF
Project Costs or the qualified Enhanced Employment Act Project Costs in each case within 5 Business
Days after completion of the steps set forth in Section 3.3(b). Moneys in the TIF Project Fund shall only
be used for qualified TIF Project Costs and moneys in the Occupation Tax Project Fund shall only be
used for qualified Enhanced Employment Act Project Costs.
ARTICLE VII
COVENANTS OF THE CITY
So long as the Bonds are outstanding and unpaid, the Authority will (through its proper officers,
agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions
contained in this Resolution or in the Bonds, including the following covenants and agreements for the
benefit of the Owners which are necessary, convenient and desirable to secure the Bonds and will tend to
make them more marketable; provided, however, that such covenants do not require the Authority to expend
any money other than the Revenue nor violate the provisions of State law with respect to tax revenue
allocation.
Section 7.1. No Priority. The Authority covenants and agrees that it will not issue any obligations
the principal of or interest on which is payable from the TIF Revenue or the Occupation Tax Revenue which
have, or purport to have, any lien upon the TIF Revenue or the Occupation Tax Revenue prior or superior to
or in parity with the lien of the TIF Bond or the Occupation Tax Revenue Bond, respectively, and the
interest thereon; provided, however, that nothing in this Resolution shall prevent the Authority from issuing
and selling bonds or other obligations which have, or purport to have, any lien upon the Revenue which is
junior to the Bonds and the Debt Service thereon, or from issuing and selling bonds or other obligations
which are payable in whole or in part from sources other than the TIF Revenue or the Occupation Tax
Revenue.
Section 7.2. To Pay Principal of and Interest on Bonds. The Authority will duly and punctually
pay or cause to be paid solely from the TIF Revenue or the Occupation Tax Revenue the principal of and
interest on the TIF Bond or the Occupation Tax Revenue Bond, respectively, on the dates and at the places
and in the manner provided in the TIF Bond or the Occupation Tax Revenue Bond, respectively, according
to the true intent and meaning thereof and hereof, and will faithfully do and perform and fully observe and
keep any and all covenants, undertakings, stipulations and provisions contained in the Bonds and in this
Resolution.
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Section 7.3. Books of Account; Financial Statements. The Authority covenants and agrees that
it will at all times keep, or cause to be kept, proper and current books of account (separate from all other
records and accounts) in which complete and accurate entries shall be made of all transactions relating to the
Project, the TIF Revenue, the Occupation Tax Revenue, and other funds relating to the Project. Within 180
days after the close of each Fiscal Year, the Authority shall cause such books of account to be audited by an
independent certified public accountant, which audit may be part of the annual audit of the accounts of the
Authority. The audit report shall show in reasonable detail the income and expenses for such Fiscal Year
relating to the Project, including the transactions relating to the Special Fund, and a copy of the audit report
shall be made available to the Owner upon written request. Each such audit report shall state therein that the
auditor has examined and is familiar with the provisions of this Resolution relating to the matters set forth
above, and that as to such matters the Authority is in compliance therewith or, if not in compliance
therewith, the details of such failure to comply and the action to be taken by the Authority to be in
compliance therewith.
Section 7.4. Eminent Domain Proceeds. The Authority covenants and agrees that should all or
any part of the Project be taken by eminent domain or other proceedings authorized by law for any public or
other use under which the property will be exempt from ad valorem taxation, the net proceeds realized by
the Authority therefrom shall constitute Project Revenue and shall be deposited into the TIF Bond Fund in
the Special Fund and used for the purposes and in the manner described in Section 6.2.
Section 7.5. Protection of Security. The Authority is duly authorized under all applicable laws to
create and issue the Bonds and to adopt this Resolution and to pledge the TIF Revenue and the Occupation
Tax Revenue in the manner and to the extent provided in this Resolution. The TIF Revenue and the
Occupation Tax Revenue so pledged is and will be free and clear of any pledge, lien, charge, security
interest or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge created by
this Resolution, except as otherwise expressly provided herein, and all corporate action on the part of the
Authority to that end has been duly and validly taken. The Bonds are and will be a valid obligation of the
Authority in accordance with its terms and the terms of this Resolution. The Authority shall at all times, to
the extent permitted by law, defend, preserve and protect the pledge of and security interest granted with
respect to the TIF Revenue and the Occupation Tax Revenue pledged under this Resolution and all the
rights of the Owners under this Resolution against all claims and demands of all persons whomsoever.
ARTICLE VIII
FORM OF BONDS
Section 8.1. Form of Bonds. The Bonds shall be in substantially the following form:
(FORM OF TIF INDEBTEDNESS BOND)
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS BOND MAY NOT BE
TRANSFERRED UNLESS THE PROPOSED ASSIGNEE HAS OBTAINED AND PROVIDED TO
THE AUTHORITY, PRIOR TO SUCH TRANSFER AND ASSIGNMENT, AN INVESTOR’S
LETTER IN FORM AND SUBSTANCE SATISFACTORY TO THE AUTHORITY EVIDENCING
THE COMPLIANCE WITH THE PROVISIONS OF ALL FEDERAL AND STATE SECURITIES
LAWS AND CONTAINING SUCH OTHER REPRESENTATIONS AS THE AUTHORITY MAY
REQUIRE.
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THIS BOND MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS AND
CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN RESOLUTION NO.
____________ OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF
GRAND ISLAND, NEBRASKA.
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF HALL
COMMUNITY REDEVELOPMENT AUTHORITY
OF THE CITY OF GRAND ISLAND, NEBRASKA
TAX INCREMENT DEVELOPMENT REVENUE BOND
(GRAND ISLAND NORTHWEST COMMONS PROJECT), SERIES 201_
No. R-1 $____________.00
Date of Date of Rate of
Original Issue Maturity Interest
December 31, 2030 _.00%
REGISTERED OWNER:
PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE BOND
SET FORTH ON THE FOLLOWING PAGES, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
IN WITNESS WHEREOF, THE COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA has caused this Bond to be signed by the manual
signature of the Chairman of the Community Redevelopment Authority of the City of Grand Island,
countersigned by the manual signature of the Secretary of the Community Redevelopment Authority of
the City of Grand Island, and the City’s corporate seal imprinted hereon.
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA
[S E A L]
By:
Chairman
By:
Secretary
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The COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA (the “Authority”) acknowledges itself indebted to, and for value received
hereby promises to pay, but solely from certain specified tax revenues and other funds hereinafter
specified, to the Registered Owner named above, or registered assigns, on the Date of Maturity stated
above (or earlier as hereinafter referred to), the Principal Amount on Schedule 1 attached hereto upon
presentation and surrender hereof at the office of the registrar and paying agent herefor, the Treasurer of
the City of Grand Island, Nebraska (the “Registrar”), and in like manner to pay interest on the
Cumulative Outstanding Principal Amount reflected in Schedule 1 at the Rate of Interest stated above,
calculated on the basis of a 360-day year consisting of twelve, 30-day months, from the Date of Original
Issue stated above, or the most recent interest payment date to which interest has been paid or duly
provided for, as specified below, to maturity or earlier redemption, payable semiannually on May 1 and
November 1 of each year until payment in full of such Principal Amount, beginning
___________________, 201__, by check or draft mailed to the Registered Owner hereof as shown on the
bond registration books maintained by the Registrar on the 15th day of the month preceding the month in
which the applicable interest payment date occurs, at such Owner’s address as it appears on such bond
registration books. The principal of this Bond and the interest hereon are payable in any coin or currency
which on the respective dates of payment thereof is legal tender for the payment of debts due the United
States of America.
This Bond is issued by the Authority under the authority of and in full compliance with the
Constitution and statutes of the State of Nebraska, including particularly Article VIII, Section 12 of the
Nebraska Constitution, Sections 18-2101 to 18-2153, inclusive, Reissue Revised Statutes of Nebraska, as
amended, and under and pursuant to Resolution No. ________ duly passed and adopted by the Authority on
________ ____, 201__, as from time to time amended and supplemented (the “Resolution”).
THE PRINCIPAL AMOUNT OF THIS BOND IS SET FORTH IN SCHEDULE 1
ATTACHED HERETO. THE MAXIMUM PRINCIPAL AMOUNT OF THIS BOND IS
$_______________.
IN THE EVENT OF CERTAIN EVENTS OF DEFAULT BY THE REDEVELOPER (AS
DEFINED IN THE RESOLUTION), UNDER SECTION 7.02 OF THE REDEVELOPMENT
CONTRACT (AS DEFINED IN THE RESOLUTION), THE PRINCIPAL AMOUNT OF THIS
BOND SHALL BE OFFSET AND REDUCED BY THE AMOUNT OF ANY GRANT BY THE
AUTHORITY TO THE REDEVELOPER OF PROCEEDS OF THIS BOND, AS PROVIDED IN
THE REDEVELOPMENT CONTRACT.
This Bond is a special limited obligation of the Authority payable as to principal and interest solely
from and is secured solely by the TIF Revenues (as defined in the Resolution) and certain other money,
funds and securities pledged under the Resolution, all on the terms and conditions set forth in the
Resolution. The TIF Revenues represents that portion of ad valorem taxes levied by public bodies of the
State of Nebraska, including the City, on real property in the Redevelopment Project Area (as defined in this
Resolution) which is in excess of that portion of such ad valorem taxes produced by the levy at the rate fixed
each year by or for each such public body upon the valuation of the Redevelopment Project Area as of a
certain date and as has been certified by the County Assessor of Hall County, Nebraska to the City in
accordance with law.
Reference is hereby made to the Resolution for the provisions, among others, with respect to the
collection and disposition of certain tax and other revenues, the special funds charged with and pledged to
the payment of the principal of and interest on this Bond, the nature and extent of the security thereby
created, the terms and conditions under which this Bond has been issued, the rights and remedies of the
Registered Owner of this Bond, and the rights, duties, immunities and obligations of the City and the
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Authority. By the acceptance of this Bond, the Registered Owner assents to all of the provisions of the
Resolution.
The principal of and interest hereon shall not be payable from the general funds of the City nor the
Authority nor shall this Bond constitute a legal or equitable pledge, charge, lien, security interest or
encumbrance upon any of the property or upon any of the income, receipts, or money and securities of the
City or the Authority or of any other party other than those specifically pledged under the Resolution. This
Bond is not a debt of the City or the Authority within the meaning of any constitutional, statutory or charter
limitation upon the creation of general obligation indebtedness of the City or the Authority, and does not
impose any general liability upon the City or the Authority and neither the City nor the Authority shall be
liable for the payment hereof out of any funds of the City or the Authority other than the Revenues and other
funds pledged under the Resolution, which Revenues and other funds have been and hereby are pledged to
the punctual payment of the principal of and interest on this Bond in accordance with the provisions of this
Resolution.
The Registered Owner may from time to time enter the respective amounts advanced pursuant to
the terms of the Resolution under the column headed “Principal Amount Advanced” on Schedule 1 hereto
(the “Table”) and may enter the aggregate principal amount of this Bond then outstanding under the column
headed “Cumulative Outstanding Principal Amount” on the Table. On each date upon which a portion of
the Cumulative Outstanding Principal Amount is paid to the Registered Owner pursuant to the redemption
provisions of the Resolution, the Registered Owner may enter the principal amount paid on this Bond under
the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding
principal amount of this Bond under the column headed “Cumulative Outstanding Principal Amount” on the
Table. Notwithstanding the foregoing, the records maintained by the Trustee as to the principal amount
issued and principal amounts paid on this Bond shall be the official records of the Cumulative Outstanding
Principal Amount of this Bond for all purposes.
Reference is hereby made to the Resolution, a copy of which is on file in the office of the City
Clerk, and to all of the provisions of which each Owner of this Bond by its acceptance hereof hereby
assents, for definitions of terms; the description of and the nature and extent of the security for this Bond;
the Revenue and other money and securities pledged to the payment of the principal of and interest on this
Bond; the nature and extent and manner of enforcement of the pledge; the conditions upon which the
Resolution may be amended or supplemented with or without the consent of the Owner of this Bond; the
rights, duties and obligations of the Authority and the Registrar thereunder; the terms and provisions upon
which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the
maturity or redemption of this Bond, and this Bond thereafter no longer be secured by the Resolution or be
deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with
the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and
provisions thereof.
This Bond is subject to redemption prior to maturity, at the option of the Authority, in whole or in
part at any time at a redemption price equal to 100% of the principal amount being redeemed, plus accrued
interest on such principal amount to the date fixed for redemption. Reference is hereby made to the
Resolution for a description of the redemption procedures and the notice requirements pertaining thereto.
In the event this Bond is called for prior redemption, notice of such redemption shall be given by
first-class mail to the Registered Owner hereof at its address as shown on the registration books maintained
by the Registrar not less than 10 days prior to the date fixed for redemption, unless waived by the Registered
Owner hereof. If this Bond, or any portion thereof, shall have been duly called for redemption and notice of
such redemption duly given as provided, then upon such redemption date the portion of this Bond so
redeemed shall become due and payable and if money for the payment of the portion of the Bond so
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redeemed and the accrued interest thereon to the date fixed for redemption shall be held for the purpose of
such payment by the Registrar, interest shall cease to accrue and become payable hereon from and after the
redemption date.
This Bond is transferable by the Registered Owner hereof in person or by its attorney or legal
representative duly authorized in writing at the principal office of the Registrar, but only in the manner,
subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender
and cancellation of this Bond. Upon such transfer, a new Bond of the same series and maturity and for the
same principal amount will be issued to the transferee in exchange therefor. The Authority and the
Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of
receiving payment of or on account of principal of and interest due hereon and for all other purposes.
This bond is being issued as fully a registered bond without coupons. This bond is subject to
exchange as provided in the Resolution.
It is hereby certified, recited and declared that all acts, conditions and things required to have
happened, to exist and to have been performed precedent to and in the issuance of this Bond have happened,
do exist and have been performed in regular and due time, form and manner; that this Bond does not exceed
any constitutional, statutory or charter limitation on indebtedness; and that provision has been made for the
payment of the principal of and interest on this Bond as provided in this Resolution.
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(FORM OF ASSIGNMENT)
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
___________________________________________________________________________
Print or Type Name, Address and Social Security Number
or other Taxpayer Identification Number of Transferee
The within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ agent to transfer the within Bond on the bond register kept by the Registrar for the
registration thereof, with full power of substitution in the premises.
Dated: ______________________________________________________
NOTICE: The signature to this Assignment
must correspond with the name of the Registered
Owner as it appears upon the face of the within
bond in every particular.
Signature Guaranteed By:
_______________________________________
Name of Eligible Guarantor Institution as
defined by SEC Rule 17 Ad-15 (17 CFR 240.17
Ad-15)
By:________________________________
Title:________________________________
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SCHEDULE 1
TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT
COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA
GRAND ISLAND NORTHWEST COMMONS PROJECT
TAX INCREMENT DEVELOPMENT REVENUE BOND, SERIES 201_
Date
Principal Amount
Advanced
Principal Amount
Redeemed
Cumulative
Outstanding
Principal
Amount
Notation
Made
By
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(FORM OF ENHANCED EMPLOYMENT ACT INDEBTEDNESS BOND)
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS BOND MAY NOT BE
TRANSFERRED UNLESS THE PROPOSED ASSIGNEE HAS OBTAINED AND PROVIDED TO
THE AUTHORITY, PRIOR TO SUCH TRANSFER AND ASSIGNMENT, AN INVESTOR’S
LETTER IN FORM AND SUBSTANCE SATISFACTORY TO THE AUTHORITY EVIDENCING
THE COMPLIANCE WITH THE PROVISIONS OF ALL FEDERAL AND STATE SECURITIES
LAWS AND CONTAINING SUCH OTHER REPRESENTATIONS AS THE AUTHORITY MAY
REQUIRE.
THIS BOND MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS AND
CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN RESOLUTION NO.
____________ OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF
GRAND ISLAND, NEBRASKA.
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF HALL
COMMUNITY REDEVELOPMENT AUTHORITY
OF THE CITY OF GRAND ISLAND, NEBRASKA
OCCUPATION TAX REVENUE BOND
(GRAND ISLAND NORTHWEST COMMONS PROJECT), SERIES 201_
No. R-1 Up to $____________.00
Date of Date of Rate of
Original Issue Maturity Interest
December 31, 2035 _.00%
REGISTERED OWNER:
PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE BOND
SET FORTH ON THE FOLLOWING PAGES, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
IN WITNESS WHEREOF, THE COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA has caused this Bond to be signed by the manual
signature of the Chairman of the Community Redevelopment Authority of the City of Grand Island,
countersigned by the manual signature of the Secretary of the Community Redevelopment Authority of
the City of Grand Island, and the City’s corporate seal imprinted hereon.
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COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA
[S E A L]
By:
Chairman
By:
Secretary
The COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA (the “Authority”) acknowledges itself indebted to, and for value received
hereby promises to pay, but solely from certain specified tax revenues and other funds hereinafter
specified, to the Registered Owner named above, or registered assigns, on the Date of Maturity stated
above (or earlier as hereinafter referred to), the Principal Amount on Schedule 1 attached hereto upon
presentation and surrender hereof at the office of the registrar and paying agent herefor, the Treasurer of
the City of Grand Island, Nebraska (the “Registrar”), and in like manner to pay interest on the
Cumulative Outstanding Principal Amount reflected in Schedule 1 at the Rate of Interest stated above,
calculated on the basis of a 360-day year consisting of twelve, 30-day months, from the Date of Original
Issue stated above, or the most recent interest payment date to which interest has been paid or duly
provided for, as specified below, to maturity or earlier redemption, payable semiannually on May 1 and
November 1 of each year until payment in full of such Principal Amount, beginning
___________________, 201__, by check or draft mailed to the Registered Owner hereof as shown on the
bond registration books maintained by the Registrar on the 15th day of the month preceding the month in
which the applicable interest payment date occurs, at such Owner’s address as it appears on such bond
registration books. The principal of this Bond and the interest hereon are payable in any coin or currency
which on the respective dates of payment thereof is legal tender for the payment of debts due the United
States of America.
This Bond is issued by the Authority under the authority of and in full compliance with the
Constitution and statutes of the State of Nebraska, including particularly Article VIII, Section 12 of the
Nebraska Constitution, Sections 18-2101 to 18-2153, inclusive, Reissue Revised Statutes of Nebraska, as
amended, and under and pursuant to Resolution No. ________ duly passed and adopted by the Authority on
_________ ____, 201__, as from time to time amended and supplemented (the “Resolution”).
THE PRINCIPAL AMOUNT OF THIS BOND IS SET FORTH IN SCHEDULE 1
ATTACHED HERETO. THE MAXIMUM PRINCIPAL AMOUNT OF THIS BOND IS
$_______________.
IN THE EVENT OF CERTAIN EVENTS OF DEFAULT BY THE REDEVELOPER (AS
DEFINED IN THE RESOLUTION), UNDER SECTION 7.02 OF THE REDEVELOPMENT
CONTRACT (AS DEFINED IN THE RESOLUTION), THE PRINCIPAL AMOUNT OF THIS
BOND SHALL BE OFFSET AND REDUCED BY THE AMOUNT OF ANY GRANT BY THE
AUTHORITY TO THE REDEVELOPER OF PROCEEDS OF THIS BOND, AS PROVIDED IN
THE REDEVELOPMENT CONTRACT.
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This Bond is a special limited obligation of the Authority payable as to principal and interest solely
from and is secured solely by the Enhanced Employment Act Revenues (as defined in the Resolution) and
certain other money, funds and securities pledged under the Resolution, all on the terms and conditions set
forth in the Resolution. The Enhanced Employment Act Revenue represents the occupation tax revenues
generated and collected under the occupation tax authorized by the Bond Resolution and the Occupation
Tax Ordinance in accordance with law.
Reference is hereby made to the Bond Resolution for the provisions, among others, with respect to
the collection and disposition of certain tax and other revenues, the special funds charged with and pledged
to the payment of the principal of and interest on this Bond, the nature and extent of the security thereby
created, the terms and conditions under which this Bond has been issued, the rights and remedies of the
Registered Owner of this Occupation Tax Revenue Bond, and the rights, duties, immunities and obligations
of the City and the Authority. By the acceptance of this Occupation Tax Revenue Bond, the Registered
Owner assents to all of the provisions of the Resolution.
The principal of and interest hereon shall not be payable from the general funds of the City nor the
Authority nor shall this Bond constitute a legal or equitable pledge, charge, lien, security interest or
encumbrance upon any of the property or upon any of the income, receipts, or money and securities of the
City or the Authority or of any other party other than those specifically pledged under the Resolution. This
Bond is not a debt of the City or the Authority within the meaning of any constitutional, statutory or charter
limitation upon the creation of general obligation indebtedness of the City or the Authority, and does not
impose any general liability upon the City or the Authority and neither the City nor the Authority shall be
liable for the payment hereof out of any funds of the City or the Authority other than the Revenues and other
funds pledged under the Resolution, which Revenues and other funds have been and hereby are pledged to
the punctual payment of the principal of and interest on this Bond in accordance with the provisions of this
Resolution.
The Registered Owner may from time to time enter the respective amounts advanced pursuant to
the terms of the Resolution under the column headed “Principal Amount Advanced” on Schedule 1 hereto
(the “Table”) and may enter the aggregate principal amount of this Bond then outstanding under the column
headed “Cumulative Outstanding Principal Amount” on the Table. On each date upon which a portion of
the Cumulative Outstanding Principal Amount is paid to the Registered Owner pursuant to the redemption
provisions of the Resolution, the Registered Owner may enter the principal amount paid on this Bond under
the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding
principal amount of this Bond under the column headed “Cumulative Outstanding Principal Amount” on the
Table. Notwithstanding the foregoing, the records maintained by the Trustee as to the principal amount
issued and principal amounts paid on this Bond shall be the official records of the Cumulative Outstanding
Principal Amount of this Bond for all purposes.
Reference is hereby made to the Resolution, a copy of which is on file in the office of the City
Clerk, and to all of the provisions of which each Owner of this Bond by its acceptance hereof hereby
assents, for definitions of terms; the description of and the nature and extent of the security for this Bond;
the Revenue and other money and securities pledged to the payment of the principal of and interest on this
Bond; the nature and extent and manner of enforcement of the pledge; the conditions upon which the
Resolution may be amended or supplemented with or without the consent of the Owner of this Bond; the
rights, duties and obligations of the Authority and the Registrar thereunder; the terms and provisions upon
which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the
maturity or redemption of this Bond, and this Bond thereafter no longer be secured by the Resolution or be
deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with
the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and
provisions thereof.
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This Bond is subject to redemption prior to maturity, at the option of the Authority, in whole or in
part at any time at a redemption price equal to 100% of the principal amount being redeemed, plus accrued
interest on such principal amount to the date fixed for redemption. Reference is hereby made to the
Resolution for a description of the redemption procedures and the notice requirements pertaining thereto.
In the event this Bond is called for prior redemption, notice of such redemption shall be given by
first-class mail to the Registered Owner hereof at its address as shown on the registration books maintained
by the Registrar not less than 10 days prior to the date fixed for redemption, unless waived by the Registered
Owner hereof. If this Bond, or any portion thereof, shall have been duly called for redemption and notice of
such redemption duly given as provided, then upon such redemption date the portion of this Bond so
redeemed shall become due and payable and if money for the payment of the portion of the Bond so
redeemed and the accrued interest thereon to the date fixed for redemption shall be held for the purpose of
such payment by the Registrar, interest shall cease to accrue and become payable hereon from and after the
redemption date.
This Bond is transferable by the Registered Owner hereof in person or by its attorney or legal
representative duly authorized in writing at the principal office of the Registrar, but only in the manner,
subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender
and cancellation of this Bond. Upon such transfer, a new Bond of the same series and maturity and for the
same principal amount will be issued to the transferee in exchange therefor. The Authority and the
Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of
receiving payment of or on account of principal of and interest due hereon and for all other purposes.
This bond is being issued as fully a registered bond without coupons. This bond is subject to
exchange as provided in the Resolution.
It is hereby certified, recited and declared that all acts, conditions and things required to have
happened, to exist and to have been performed precedent to and in the issuance of this Bond have happened,
do exist and have been performed in regular and due time, form and manner; that this Bond does not exceed
any constitutional, statutory or charter limitation on indebtedness; and that provision has been made for the
payment of the principal of and interest on this Bond as provided in this Resolution.
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(FORM OF ASSIGNMENT)
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
___________________________________________________________________________
Print or Type Name, Address and Social Security Number
or other Taxpayer Identification Number of Transferee
The within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ agent to transfer the within Bond on the bond register kept by the Registrar for the
registration thereof, with full power of substitution in the premises.
Dated: ______________________________________________________
NOTICE: The signature to this Assignment
must correspond with the name of the Registered
Owner as it appears upon the face of the within
bond in every particular.
Signature Guaranteed By:
_______________________________________
Name of Eligible Guarantor Institution as
defined by SEC Rule 17 Ad-15 (17 CFR 240.17
Ad-15)
By:________________________________
Title:________________________________
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SCHEDULE 1
TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT
COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA
GRAND ISLAND NORTHWEST COMMONS PROJECT
OCCUPATION TAX REVENUE BOND, SERIES 201_
Date
Principal Amount
Advanced
Principal Amount
Redeemed
Cumulative
Outstanding
Principal
Amount
Notation
Made
By
ARTICLE IX
DEFEASANCE; MONEY HELD FOR PAYMENT OF
DEFEASED BONDS
Section 9.1. Discharge of Liens and Pledges; Bond No Longer Outstanding Hereunder. The
obligations of the Authority under this Resolution, including any resolutions or other proceedings
supplemental hereto, and the liens, pledges, charges, trusts, assignments, covenants and agreements of the
Authority herein or therein made or provided for, shall be fully discharged and satisfied as to the Bonds or
any portion thereof, and the Bonds or any portion thereof shall no longer be deemed to be outstanding
hereunder and thereunder,
(a)when any Bond or portion thereof shall have been canceled, or shall have been
surrendered for cancellation or is subject to cancellation, or shall have been purchased from
money in any of the funds held under this Resolution, or
(b)if any Bond or portion thereof is not canceled or surrendered for cancellation or
subject to cancellation or so purchased, when payment of the principal of such Bond or any portion
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thereof, plus interest on such principal to the due date thereof (whether such due date be by reason
of maturity or upon redemption or prepayment, or otherwise), either (1) shall have been made or
caused to be made in accordance with the terms thereof, or (2) shall have been provided by
irrevocably depositing with the Registrar for the Bonds, in trust and irrevocably set aside
exclusively for such payment money sufficient to make such payment.
Provided that, with respect to any total redemption of any Bond, notice of redemption shall have
been duly given or provision satisfactory to the Registrar shall have been made therefor, or waiver of such
notice, satisfactory in form, shall have been filed with the Registrar.
At such time as any Bond or portion thereof shall no longer be outstanding hereunder, as provided,
such Bond or portion thereof shall cease to draw interest from the due date thereof (whether such due date
be by reason of maturity or upon redemption or prepayment or otherwise) and, except for the purposes of
any such payment from such money, such Bond or portion thereof shall no longer be secured by or entitled
to the benefits of this Resolution.
Anything in this Resolution to the contrary notwithstanding, if money has been deposited or set
aside with the Registrar pursuant to this Section 9.1 for the payment of any Bond and such Bond shall not
have in fact been actually paid in full, no amendment to the provisions of this Section 9.1 shall be valid as to
or binding upon the Owner thereof without the consent of such Owner.
Section 9.2. Certain Limitations After Due Date. If sufficient money shall have been deposited
in accordance with the terms hereof with the Registrar in trust for the purpose of paying the Bonds or any
portion thereof and the accrued interest thereon when the same becomes due, whether at maturity or upon
earlier redemption, all liability of the Authority for such payment shall forthwith cease, determine and be
completely discharged, and thereupon it shall be the duty of the Registrar to hold such money, without
liability to the Owners for interest thereon, in trust for the benefit of the Owners, who thereafter shall be
restricted exclusively to such money for any claim for such payment of whatsoever nature on his part.
Notwithstanding the provisions of the preceding paragraph of this Section 9.2, money held by the
Registrar in trust for the payment and discharge of the principal of and accrued interest on any Bond which
remain unclaimed for five years after the date on which such payment shall have become due and payable,
either because the Bonds shall have reached their maturity date or because the entire principal balance of the
Bonds shall have been called for redemption, if such money was held by the Registrar or such paying agent
at such date, or for five years after the date of deposit of such money, if deposited with the Registrar after
the date when such Bond became due and payable, shall, at the written request of the Authority be repaid by
the Registrar to the Authority as the Authority’s property and free from the trust created by this Resolution,
and the Registrar shall thereupon be released and discharged with respect thereto, and the Owner thereof
shall look only to the Authority for the payment thereof.
ARTICLE X
AMENDING AND SUPPLEMENTING OF RESOLUTION
Section 10.1. Amending and Supplementing of Resolution Without Consent of Owners.
The Authority may at any time without the consent or concurrence of the Owners of the Bonds adopt a
resolution amendatory hereof or supplemental hereto if the provisions of such supplemental resolution do
not materially adversely affect the rights of the Owners of the Bonds, for any one or more of the
following purposes:
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(a)To make any changes or corrections in this Resolution as to which the Authority shall
have been advised by counsel that the same are verbal corrections or changes or are required for the
purpose of curing or correcting any ambiguity or defective or inconsistent provision or omission or
mistake or manifest error contained in this Resolution, or to insert in this Resolution such provisions
clarifying matters or questions arising under this Resolution as are necessary or desirable;
(b)To add additional covenants and agreements of the Authority for the purpose of further
securing payment of the Bonds;
(c)To surrender any right, power or privilege reserved to or conferred upon the Authority by
the terms of this Resolution;
(d)To confirm as further assurance any lien, pledge or charge, or the subjection to any lien,
pledge or charge, created or to be created by the provisions of this Resolution; and
(e)To grant to or confer upon the Owner of the Bonds any additional rights, remedies,
powers, authority or security that lawfully may be granted to or conferred upon them.
The Authority shall not adopt any supplemental resolution authorized by the foregoing provisions
of this Section 10.1 unless in the opinion of counsel the adoption of such supplemental resolution is
permitted by the foregoing provisions of this Section 10.1 and the provisions of such supplemental
resolution do not materially and adversely affect the rights of the Owners of the Bonds.
Section 10.2. Amending and Supplementing of Resolution with Consent of Owners. With
the consent of the Owners of not less than a majority in principal amount of the Bonds then outstanding, the
Authority from time to time and at any time may adopt a resolution amendatory hereof or supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Resolution, or modifying or amending the rights and obligations of the Authority under
this Resolution, or modifying or amending in any manner the rights of the Owners of the Bonds then
outstanding; provided, however, that, without the specific consent of the Owner of each such Bond which
would be affected thereby, no supplemental resolution amending or supplementing the provisions hereof
shall: (a) change the fixed maturity date for the payment of interest thereon or the terms of the redemption
thereof, or reduce the principal amount of any Bond or the rate of interest thereon or the Redemption Price
payable upon the redemption or prepayment thereof; (b) reduce the percentage of Bonds, the Owners of
which are required to consent to any supplemental resolution amending or supplementing the provisions of
this Resolution; (c) give to any Bond or Bonds any preference over any other Bond or Bonds secured
hereby; (d) authorize the creation of any pledge of the Revenue and other money and securities pledged
hereunder, prior, superior or equal to the pledge of and lien and charge thereon created herein for the
payment of the Bonds except to the extent provided in Articles III and V; or (e) deprive any Owner of the
Bonds in any material respect of the security afforded by this Resolution. Nothing in this paragraph
contained, however, shall be construed as making necessary the approval of the Owners of the Bonds of the
adoption of any supplemental resolution authorized by the provisions of Section 10.1.
It shall not be necessary that the consents of the Owners of the Bonds approve the particular form of
wording of the proposed amendment or supplement or of the proposed supplemental resolution effecting
such amendment or supplement, but it shall be sufficient if such consents approve the substance of the
proposed amendment or supplement. After the Owners of the required percentage of Bonds shall have filed
their consents to the amending or supplementing hereof pursuant to this Section, the Authority may adopt
such supplemental resolution.
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Section 10.3. Effectiveness of Supplemental Resolution. Upon the adoption (pursuant to this
Article X and applicable law) by the Authority of any supplemental resolution amending or
supplementing the provisions of this Resolution or upon such later date as may be specified in such
supplemental resolution, (a) this Resolution and the Bonds shall be modified and amended in accordance
with such supplemental resolution, (b) the respective rights, limitations of rights, obligations, duties and
immunities under this Resolution and the Owners of the Bonds shall thereafter be determined, exercised
and enforced under this Resolution subject in all respects to such modifications and amendments, and (c)
all of the terms and conditions of any such supplemental resolution shall be a part of the terms and
conditions of the Bonds and of this Resolution for any and all purposes.
ARTICLE XI
MISCELLANEOUS
Section 11.1. General and Specific Authorizations; Ratification of Prior Actions. Without in
any way limiting the power, authority or discretion elsewhere herein granted or delegated, the Authority
hereby (a) authorizes and directs the Chair, Vice-Chair, Secretary, Administrator, and all other officers,
officials, employees and agents of the City and Authority to carry out or cause to be carried out, and to
perform such obligations of the Authority and such other actions as they, or any of them, in consultation
with bond counsel, the Owner and its counsel shall consider necessary, advisable, desirable or appropriate in
connection with this Resolution, including without limitation the execution and delivery of all related
documents, instruments, certifications and opinions, and (b) delegates, authorizes and directs the
Administrator the right, power and authority to exercise his independent judgment and absolute discretion in
(1) determining and finalizing all terms and provisions to be carried by the Bonds not specifically set forth
in this Resolution and (2) the taking of all actions and the making of all arrangements necessary, proper,
appropriate, advisable or desirable in order to effectuate the issuance, sale and delivery of the Bonds. The
execution and delivery by the Administrator or by any such other officers, officials, employees or agents of
the City or Authority of any such documents, instruments, certifications and opinions, or the doing by them
of any act in connection with any of the matters which are the subject of this Resolution, shall constitute
conclusive evidence of the Authority’s approval of the terms, provisions and contents thereof and of all
changes, modifications, amendments, revisions and alterations made therein and shall conclusively establish
their absolute, unconditional and irrevocable authority with respect thereto from the Authority and the
authorization, approval and ratification by the Authority of the documents, instruments, certifications and
opinions so executed and the actions so taken.
All actions heretofore taken by the Administrator and all other officers, officials, employees and
agents of the Authority, including without limitation the expenditure of funds and the selection, appointment
and employment of bond counsel and financial advisors and agents, in connection with issuance and sale of
the Bonds, together with all other actions taken in connection with any of the matters which are the subject
hereof, be and the same is hereby in all respects authorized, adopted, specified, accepted, ratified, approved
and confirmed.
Section 11.2. Proceedings Constitute Contract; Enforcement Thereof. The provisions of this
Resolution shall constitute a contract between the Authority and the Owners and the provisions thereof shall
be enforceable by the Owners by mandamus, accounting, mandatory injunction or any other suit, action or
proceeding at law or in equity that is presently or may hereafter be authorized under the laws of the State in
any court of competent jurisdiction. Such contract is made under and is to be construed in accordance with
the laws of the State.
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After the issuance and delivery of any Bond, this Resolution and any supplemental resolution shall
not be repealable, but shall be subject to modification or amendment to the extent and in the manner
provided in this Resolution, but to no greater extent and in no other manner.
Section 11.3. Benefits of Resolution Limited to the Authority and the Owners. With the
exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be
implied from this Resolution or the Bonds is intended or should be construed to confer upon or give to any
person other than the Authority and the Owners of the Bonds any legal or equitable right, remedy or claim
under or by reason of or in respect to this Resolution or any covenant, condition, stipulation, promise,
agreement or provision herein contained. The Resolution and all of the covenants, conditions, stipulations,
promises, agreements and provisions hereof are intended to be and shall be for and inure to the sole and
exclusive benefit of the Authority and the Owner from time to time of the Bonds as herein and therein
provided.
Section 11.4. No Personal Liability. No officer or employee of the City or the Authority shall be
individually or personally liable for the payment of the principal of or interest on any Bond. Nothing herein
contained shall, however, relieve any such officer or employee from the performance of any duty provided
or required by law.
Section 11.5. Effect of Saturdays, Sundays and Legal Holidays. Whenever this Resolution
requires any action to be taken on a Saturday, Sunday or legal holiday, such action shall be taken on the first
business day occurring thereafter. Whenever in this Resolution the time within which any action is required
to be taken or within which any right will lapse or expire shall terminate on a Saturday, Sunday or legal
holiday, such time shall continue to run until midnight on the next succeeding business day.
Section 11.6. Partial Invalidity. If any one or more of the covenants or agreements or portions
thereof provided in this Resolution on the part of the Authority or the Registrar to be performed should be
determined by a court of competent jurisdiction to be contrary to law, then such covenant or covenants, or
such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining
covenants and agreements or portions thereof provided in this Resolution and the invalidity thereof shall in
no way affect the validity of the other provisions of this Resolution or of the Bonds, but the Owner of the
Bonds shall retain all the rights and benefits accorded to them hereunder and under any applicable
provisions of law.
If any provisions of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or
unenforceable or invalid as applied in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or
for any other reason, such circumstances shall not have the effect of rendering the provision in question
inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other
provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever.
Section 11.7. Law and Place of Enforcement of this Resolution. The Resolution shall be
construed and interpreted in accordance with the laws of the State. All suits and actions arising out of this
Resolution shall be instituted in a court of competent jurisdiction in the State except to the extent necessary
for enforcement, by any trustee or receiver appointed by or pursuant to the provisions of this Resolution, or
remedies under this Resolution.
Section 11.8. Effect of Article and Section Headings and Table of Contents. The headings or
titles of the several Articles and Sections hereof, and any table of contents appended hereto or to copies
hereof, shall be solely for convenience of reference and shall not affect the meaning, construction,
interpretation or effect of this Resolution.
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Section 11.9. Repeal of Inconsistent Resolution. Any resolution of the Authority, and any part of
any resolution, inconsistent with this Resolution is hereby repealed to the extent of such inconsistency.
Section 11.10. Publication and Effectiveness of this Resolution. This Resolution shall be in full
force and effect from and after its publication in pamphlet form as provided by law.
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DATED: December ____, 2014.
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE
CITY OF GRAND ISLAND, NEBRASKA
ATTEST:
By: ____________________________________
Chair
By: ____________________________________
Secretary
By: ____________________________________
Member
By: ____________________________________
Member
By: ____________________________________
Member
By: ____________________________________
Member
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