03-15-2017 Community Redevelopment Authority Regular Meeting Packet
Community Redevelopment
Authority (CRA)
Wednesday, March 15, 2017
Regular Meeting Packet
Board Members:
Tom Gdowski - Chairman
Glen Murray – Vice Chairman
Sue Pirnie
Glenn Wilson
Krae Dutoit
4:00 PM
City Hall
Grand Island Regular Meeting - 3/15/2017 Page 1 / 151
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, March 15, 2017
Regular Meeting
Item A1
Agenda 3-15-17
Staff Contact: Chad
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COMMUNITY REDEVELOPMENT AUTHORITY
AGENDA MEMORANDUM
4 p.m. March 15, 2017
1.CALL TO ORDER. The meeting will be called to order by Chairman Tom Gdowski.
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. The minutes of the Community Redevelopment
Authority meeting February 8, 2017, are submitted for approval. A MOTION is in
order.
3.APPROVAL OF FINANCIAL REPORTS. Financial reports for the period of
February 1, 2017 through February 28, 2017 are submitted for approval. A MOTION
is in order.
4.APPROVAL OF BILLS. Payment of bills in the amount of $235,326.78 is submitted
for approval. A MOTION is in order.
5.REVIEW OF COMMITTED PROJECTS AND CRA PROPERTIES.
6.DISCUSSION ON FONNER VIEW FAÇADE GRANT. The owner of Fonner View
Center, Maggie Tiehen, has declined the $90,000 façade grant the CRA granted in
September 2015 for 1201 S. Locust St. Email communication from Tiehen is
included.
7.THINK SMART REDEVELOPMENT CONTRACT. Think Smart Properties, LLC,
has proposed to redevelop an area within the city limits of the City of Grand Island at
204 N. Carey (four-plex). The CRA passed Resolution 231 notifying the City Council
of its intent to enter into a redevelopment contract at the December 14, 2016,
meeting. The Hall County Regional Planning Commission met on January 4, 2017,
and passed Resolution 2017-02 finding that this plan amendment is consistent with
the comprehensive plan for the City of Grand Island. The Grand Island City Council
passed Resolution 2017-38 at its meeting on February 14, 2017. A MOTION to
approve the attached Resolution 236 and supporting documents is in order.
8.PEACEFUL ROOT REDEVELOPMENT CONTRACT. Peaceful Root, LLC, has
proposed to redevelop an area within the city limits of the City of Grand Island at 112
W. Second St. (parking garage/retail/apartments). The CRA passed Resolution 234
notifying the City Council of its intent to enter into a redevelopment contract at the
January 11, 2017, meeting. The Hall County Regional Planning Commission met on
February 1, 2017, and passed Resolution 2017-06 finding that this plan amendment is
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consistent with the comprehensive plan for the City of Grand Island. The Grand
Island City Council passed Resolution 2017-39 at its meeting on February 14, 2017.
A MOTION to approve the attached Resolution 237 and supporting documents is in
order.
9. CHAAP BLIGHT STUDY. Funding is being sought for a blight and substandard
study at the former Cornhusker Army Ammunition Plant site. Nabity and Gdowski
will provide an update.
10. SET RETREAT DATE AND TOPICS. Chairman Gdowski has requested a retreat in
May or June. Discussion on the time and topics is in order.
11. APPROVE RESOLUTION OR RESOLUTIONS TO PURCHASE OR SELL REAL
ESTATE.
None.
12. DIRECTOR’S REPORT.
This is an opportunity for the director to communicate on going actions and activities
to the board and public.
13. ADJOURNMENT.
Chad Nabity
Director
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Community Redevelopment
Authority (CRA)
Wednesday, March 15, 2017
Regular Meeting
Item B1
Minutes 2-8-17
Staff Contact: Chad
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OFFICIAL PROCEEDINGS
MINUTES OF
COMMUNITY REDEVELOPMENT AUTHORITY
MEETING OF
February 8, 2017
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
February 8, 2017 at City Hall 100 E. First Street. Notice of the meeting was given in the
February 1, 2017 Grand Island Independent.
1.CALL TO ORDER. Tom Gdowski called the meeting to order at 4:02 p.m. The
following members were present: Gdowski, Glen Murray, Glenn Wilson and Krae
Dutoit. Member Sue Pirnie was absent. Also present were: Director, Chad Nabity;
Planning Administrative Assistant Tracy Overstreet; Brian Schultz from the Grand
Island Finance Department; Grand Island City Administrator Marlan Ferguson;
Grand Island City Council President Vaughn Minton; developer John Anson; Dana
Jelinek, director of the Grand Island Area Habitat for Humanity; and Austin
Koeller of the Grand Island Independent.
Gdowski 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 January
11, 2017 meeting was made by Wilson and seconded by Dutoit. Upon roll call
vote, all present voted aye. Motion carried.
3. APPROVAL OF FINANCIAL REPORTS. Schultz reviewed the financial reports
for the period of January 1, 2017 through January 31, 2017. Schultz reported that
two additional TIF accounts have been added for the 2017 Copper Creek homes
and for Northwest Commons. A motion was made by Murray and seconded by
Dutoit to approve the financial reports. Upon roll call vote, all present voted aye.
Motion carried.
4. APPROVAL OF BILLS. The bills were reviewed. A motion was made by Dutoit
and seconded by Wilson to approve the bills in the amount of $29,699. Upon roll
call vote, all present voted aye. Motion carried.
5.REVIEW OF COMMITTED PROJECTS & CRA PROPERTY. Nabity provided a
review of the committed projects The Bosselman project on South Locust Street is
progressing. The Temple Lofts at the former Federation of Labor building appears
to be on track toward an April finish. The new sign canopy is up for Master
Stylists. No word yet on the sign for Othy’s Place at Third and Eddy. The South
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Locust BID is being re-created next week and cannot pay bills on their
improvement project until the re-creation paperwork is done. Wing Properties has
completed the second-story apartment and the CRA will be touring it at the end of
the meeting. The $20,000 payout for the life-safety grant for Wing Properties was
part of the bills and will be delivered during the tour. Façade work there still
needs to be done. The out-of-state owners of the Fonner View property have not
done any façade work, nor did they state whether they prefer to turn the money
back, which they thought would be decided by January 31. Nabity said there are
other façade applications that have been filed. Gdowski suggested that if no word
is received by the March 8 CRA meeting, the CRA will consider reallocating that
grant to other projects. In response to questions, Nabity said the party that
expressed interest in the former Desert Rose property (3235 S. Locust St.), has
redirected that interest elsewhere. Gdowski wondered about the right-hand curve
at South Locust and Highway 34 and whether that curve might be removed in
response to previous talks with the Nebraska Department of Roads. Nabity said
the state is having that ground appraised and is to respond back to the CRA if the
ground is deemed to be surplus so that the CRA could potentially purchase it and
add it to the former Desert Rose ground. There has been no interest in the
downtown CRA property at 604-612 W. Third, however there have been
conversations with an adjoining property owner.
6. HABITAT DEMOLITION. Dana Jelinek, the executive director of the Grand
Island Area Habitat for Humanity, asked for a $15,000 grant to demolish and clean
up a single-family house at 2403 W. North Front. Nabity said the house has been
listed on the city’s Problem Resolution Team list since April 2015. Habitat is
paying $17,500 plus back taxes and needs help getting the lot to a buildable
condition. The property is not occupied and is too close to other homes for a
controlled burn by the Fire Department.
A motion was made by Wilson and seconded by Murray to reimburse up to
$15,000 in demolition and clearing costs. Upon roll call vote, all present voted
aye. Motion carried.
7.RESOLUTION 235. Consideration of a resolution to forward a Redevelopment
Plan Amendment to the Grand Island City Council for a $1.2 million renovation
of the former Brown Hotel at 112 W. Second St. by Peaceful Root. The
developer is seeking $263,000 in tax-increment financing. The Regional Planning
Commission met February 1 and recommended approval of the 112 W. Second
project to the CRA. A parking garage and commercial space would be renovated
on the first floor with three apartments and a commercial space on the second
floor. Developer/owner John Anson said the parking garage would have 11 stalls
and access from the alley. He had hoped to have 22 stalls, but wasn’t able to get
access from Second Street since it doubles as a highway. The parking would be
for Brown Hotel and Tower 217 tenants.
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A motion was made by Dutoit and seconded by Murray to approve Resolution
235. Upon roll call vote, all present voted aye. Motion carried.
8. CHAAP BLIGHT STUDY
Nabity reported that the Regional Planning Commission has reviewed two
independent blight and substandard studies on land at the former Cornhusker Army
Ammunition Plant – one for 285 acres by O’Neill Wood Resources and one for
282 acres by Platte River Industrial Park, a subsidiary of Hornady Manufacturing.
The Regional Planning Commission asked that consideration be given for a full
blight and substandard study of the remaining 20-square mile plant property to
encourage comprehensive redevelopment of the property instead of piecemeal
redevelopment. The Regional Planning Commission lacks funds to conduct such a
study, but is encouraging other community partners, including the CRA to consider
the study.
Nabity said LB66 was passed by the Nebraska Legislature in 2013 giving First
Class Cities the authority to declare formerly used defense sites as blighted and
substandard for the purpose of redevelopment without such declaration counting
against the 35 percent city area allowed to be blighted and substandard. He said
declaring the area blighted and substandard could help in the removal of buried
concrete, footings and pipes at the former load lines and could assist with upgrades
of the raillines and improvement at the Husker Harvest Days site. He said the site
is ideal for industrial development since residential is not allowed there due to
deed restrictions placed by the Army.
Ferguson said he testified in favor of LB66 in 2013. There are four sites in
Nebraska that qualify and it could greatly assist in development at the property
because owners could use tax-increment financing. Nabity gave presentations to
the Hall County board and the Northwest School Board about the two existing
blight and substandard studies. Hall County is favoring the two redevelopment
projects, while Northwest has taken a neutral stance.
Nabity said potential funding partners could be the CRA; the Grand Island Area
Economic Development Corp. and Southern Public Power, which both own land at
the site; the Grand Island Area Chamber of Commerce and Husker Harvest Days.
He estimated a study cost at around $20,000.
Wilson favored a bigger plan for the site. Murray said he is interested in the CRA
sharing the cost of the study. Gdowski said it could lead to long-term development
at the site. Gdowski asked that the study come back to the CRA at the March 8
meeting after other potential funding partners are contacted.
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9. APPROVE RESOLUTION TO PURCHASE/SELL REAL ESTATE.
No resolutions.
10. DIRECTORS REPORT.
Nabity reported that there are several bills in the Legislature that involve
redevelopment and tax-increment financing. Gdowski suggested that the CRA hold
a strategic planning discussion following the Legislative session – late May or early
June. He asked if TIF attorney Mike Bacon could possible come and speak.
11. TOUR AND ADJOURNMENT. Meeting was recessed at 4:50 p.m. The CRA
members and Nabity walked to 110 E. Third and were given a first and second floor
tour by Dean Pegg. Gdowski adjourned the meeting from the tour at 5:22 p.m.
The next meeting is scheduled for March 15, 2017.
Respectfully submitted
Chad Nabity
Director
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Community Redevelopment
Authority (CRA)
Wednesday, March 15, 2017
Regular Meeting
Item C1
Financial Reports for February
Staff Contact: Chad
Grand Island Regular Meeting - 3/15/2017 Page 12 / 151
MONTH ENDED 2016-2017 2017 REMAINING % OF BUDGET
February-17 YEAR TO DATE BUDGET BALANCE USED
CONSOLIDATED
Beginning Cash 907,852 843,818
REVENUE:
Property Taxes - CRA 32,296 113,151 566,972 435,490 19.96%
Property Taxes - Lincoln Pool 6,579 36,206 195,863 161,844 18.49%
Property Taxes -TIF's 32,817 269,678 1,809,856 1,540,178 14.90%
Loan Income (Poplar Street Water Line)- - 8,000 8,000 0.00%
Interest Income - CRA 19 86 300 214 28.71%
Interest Income - TIF'S - 5,118 23,720 18,602 21.58%
Land Sales - - 250,000 250,000 0.00%
Other Revenue - CRA - (524) 130,000 130,524 -0.40%
Other Revenue - TIF's - - - - #DIV/0!
TOTAL REVENUE 71,713 423,716 2,984,710 2,544,851 14.20%
TOTAL RESOURCES 979,565 423,716 3,828,529 2,544,851
EXPENSES
Auditing & Accounting 4,475 4,475 5,000 525 89.50%
Legal Services - 613 3,000 2,387 20.43%
Consulting Services - - 5,000 5,000 0.00%
Contract Services 5,202 22,638 75,000 52,362 30.18%
Printing & Binding - - 1,000 1,000 0.00%
Other Professional Services - 4,953 16,000 11,047 30.96%
General Liability Insurance - - 250 250 0.00%
Postage 6 59 200 141 29.47%
Life Safety - - 265,000 265,000 0.00%
Legal Notices 16 77 500 423 15.36%
Travel & Training - 100 1,000 900 10.02%
Other Expenditures - - - - #DIV/0!
Office Supplies - 72 1,000 928 7.17%
Supplies - - 300 300 0.00%
Land - - 50,000 50,000 0.00%
Bond Principal - Lincoln Pool - 175,000 175,000 - 100.00%
Bond Interest - 11,306 20,863 9,557 54.19%
Façade Improvement - - 200,000 200,000 0.00%
Building Improvement 20,000 20,000 835,148 815,148 2.39%
Other Projects - - 50,000 50,000 0.00%
Bond Principal-TIF's - 69,097 1,815,774 1,746,677 3.81%
Bond Interest-TIF's - 9,403 17,463 8,060 53.85%
Interest Expense - - - - #DIV/0!
TOTAL EXPENSES 29,699 317,793 3,537,498 3,219,705 8.98%
INCREASE(DECREASE) IN CASH 42,014 105,923 (552,788)
ENDING CASH 949,866 105,923 291,031 -
CRA CASH 608,806
Lincoln Pool Tax Income Balance 98,933
TIF CASH 242,126
Total Cash 949,866
COMMUNITY REDEVELOPMENT AUTHORITY
FOR THE MONTH OF FEBRUARY 2017
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MONTH ENDED 2016-2017 2017 REMAINING % OF BUDGET
February-17 YEAR TO DATE BUDGET BALANCE USED
COMMUNITY REDEVELOPMENT AUTHORITY
FOR THE MONTH OF FEBRUARY 2017
CRA
GENERAL OPERATIONS:
Property Taxes - CRA 32,296 113,151 548,641 435,490 20.62%
Property Taxes - Lincoln Pool 6,579 36,206 198,050 161,844 18.28%
Interest Income 19 86 300 214 28.71%
Loan Income (Poplar Street Water Line)- 8,000 8,000 0.00%
Land Sales - 250,000 250,000 0.00%
Other Revenue & Motor Vehicle Tax (524) 130,000 130,524 -0.40%
TOTAL 38,895 148,919 1,134,991 986,072 13.12%
GENTLE DENTAL
Property Taxes 118 118 3,598 3,480 3.27%
Interest Income 1 404 403 0.20%
TOTAL 118 119 4,002 3,883 2.96%
PROCON TIF
Property Taxes 544 9,252 15,601 6,349 59.31%
Interest Income 2 4,101 4,099 0.05%
TOTAL 544 9,254 19,702 10,448 46.97%
WALNUT HOUSING PROJECT
Property Taxes 1,021 33,141 55,257 22,116 59.98%
Interest Income 5,116 19,215 14,099 26.62%
TOTAL 1,021 38,257 74,472 36,215 51.37%
BRUNS PET GROOMING
Property Taxes 293 6,787 13,500 6,714 50.27%
TOTAL 293 6,787 13,500 6,714 50.27%
GIRARD VET CLINIC
Property Taxes 218 218 14,500 14,282 1.50%
TOTAL 218 218 14,500 14,282 1.50%
GEDDES ST APTS-PROCON
Property Taxes 575 575 30,000 29,425 1.92%
TOTAL 575 575 30,000 29,425 1.92%
SOUTHEAST CROSSING
Property Taxes 316 9,279 18,000 8,721 51.55%
TOTAL 316 9,279 18,000 8,721 51.55%
POPLAR STREET WATER
Property Taxes 216 397 8,000 7,603 4.96%
TOTAL 216 397 8,000 7,603 4.96%
CASEY'S @ FIVE POINTS
Property Taxes 290 290 10,000 9,710 2.90%
TOTAL 290 290 10,000 9,710 2.90%
SOUTH POINTE HOTEL PROJECT
Property Taxes 1,725 1,725 90,000 88,275 1.92%
TOTAL 1,725 1,725 90,000 88,275 1.92%
Grand Island Regular Meeting - 3/15/2017 Page 14 / 151
MONTH ENDED 2016-2017 2017 REMAINING % OF BUDGET
February-17 YEAR TO DATE BUDGET BALANCE USED
COMMUNITY REDEVELOPMENT AUTHORITY
FOR THE MONTH OF FEBRUARY 2017
TODD ENCK PROJECT
Property Taxes 133 133 6,000 5,867 2.21%
TOTAL 133 133 6,000 5,867 2.21%
JOHN SCHULTE CONSTRUCTION
Property Taxes 146 2,562 6,000 3,438 42.71%
TOTAL 146 2,562 6,000 3,438 42.71%
PHARMACY PROPERTIES INC
Property Taxes 244 244 11,000 10,756 2.22%
TOTAL 244 244 11,000 10,756 2.22%
KEN-RAY LLC
Property Taxes 935 935 85,000 84,065 1.10%
TOTAL 935 935 85,000 84,065 1.10%
TOKEN PROPERTIES RUBY
Property Taxes 61 61 1,500 1,439 4.04%
TOTAL 61 61 1,500 1,439 4.04%
GORDMAN GRAND ISLAND
Property Taxes 1,097 1,097 40,000 38,903 2.74%
TOTAL 1,097 1,097 40,000 38,903 2.74%
BAKER DEVELOPMENT INC
Property Taxes 71 1,758 3,000 1,242 58.61%
TOTAL 71 1,758 3,000 1,242 58.61%
STRATFORD PLAZA INC
Property Taxes 680 680 35,000 34,320 1.94%
TOTAL 680 680 35,000 34,320 1.94%
COPPER CREEK 2013 HOUSES
Property Taxes 5,359 6,961 80,000 73,039 0.00%
TOTAL 5,359 6,961 80,000 73,039 0.00%
FUTURE TIF'S
Property Taxes - 900,000 900,000 0.00%
TOTAL - - 900,000 900,000 0.00%
CHIEF INDUSTRIES AURORA COOP
Property Taxes 746 746 40,000 39,254 1.86%
TOTAL 746 746 40,000 39,254 0.00%
TOKEN PROPERTIES KIMBALL ST
Property Taxes 54 1,323 2,700 1,377 49.00%
TOTAL 54 1,323 2,700 1,377 0.00%
GI HABITAT OF HUMANITY
Property Taxes 85 85 8,000 7,915 1.06%
TOTAL 85 85 8,000 7,915 0.00%
Grand Island Regular Meeting - 3/15/2017 Page 15 / 151
MONTH ENDED 2016-2017 2017 REMAINING % OF BUDGET
February-17 YEAR TO DATE BUDGET BALANCE USED
COMMUNITY REDEVELOPMENT AUTHORITY
FOR THE MONTH OF FEBRUARY 2017
AUTO ONE INC
Property Taxes 245 245 11,000 10,755 2.22%
TOTAL 245 245 11,000 10,755 0.00%
EIG GRAND ISLAND
Property Taxes 1,464 1,464 50,000 48,536 2.93%
TOTAL 1,464 1,464 50,000 48,536 0.00%
TOKEN PROPERTIES CARY ST
Property Taxes 172 3,807 8,000 4,193 47.59%
TOTAL 172 3,807 8,000 4,193 0.00%
WENN HOUSING PROJECT
Property Taxes 89 89 4,200 4,111 2.12%
TOTAL 89 89 4,200 4,111 0.00%
COPPER CREEK 2014 HOUSES
Property Taxes 9,455 21,027 200,000 178,973 10.51%
TOTAL 9,455 21,027 200,000 178,973 0.00%
TC ENCK BUILDERS
Property Taxes 9 9 3,000 2,992 0.28%
TOTAL 9 9 3,000 2,992 0.00%
SUPER MARKET DEVELOPERS
Property Taxes - 20,000 20,000 0.00%
TOTAL - - 20,000 20,000 0.00%
MAINSTAY SUITES
Property Taxes 1,317 13,219 25,000 11,781 52.87%
TOTAL 1,317 13,219 25,000 11,781 0.00%
TOWER 217
Property Taxes 284 14,186 12,000 (2,186) 118.22%
TOTAL 284 14,186 12,000 (2,186) 0.00%
COPPER CREEK 2015 HOUSES
Property Taxes 1,864 3,349 - (3,349)
TOTAL 1,864 3,349 - (3,349)
NORTHWEST COMMONS
Property Taxes 2,872 133,919 - (133,919)
TOTAL 2,872 133,919 - (133,919)
HABITAT - 8TH & SUPERIOR
Property Taxes 90 90 (90)
TOTAL 90 90 - (90)
KAUFMAN BUILDING
Property Taxes 35 35 (35)
TOTAL 35 35 - (35)
TOTAL REVENUE 71,713 423,716 2,968,567 2,544,851 14.27%
Grand Island Regular Meeting - 3/15/2017 Page 16 / 151
MONTH ENDED 2016-2017 2017 REMAINING % OF BUDGET
February-17 YEAR TO DATE BUDGET BALANCE USED
COMMUNITY REDEVELOPMENT AUTHORITY
FOR THE MONTH OF FEBRUARY 2017
EXPENSES
CRA
GENERAL OPERATIONS:
Auditing & Accounting 4,475 4,475 5,000 525 89.50%
Legal Services 613 3,000 2,387 20.43%
Consulting Services - 5,000 5,000 0.00%
Contract Services 5,202 22,638 75,000 52,362 30.18%
Printing & Binding - 1,000 1,000 0.00%
Other Professional Services 4,953 16,000 11,047 30.96%
General Liability Insurance - 250 250 0.00%
Postage 6 59 200 141 29.47%
Lifesafety Grant - 265,000 265,000 0.00%
Legal Notices 16 77 500 423 15.36%
Travel & Training 100 1,000 900 10.02%
Office Supplies 72 1,000 928 7.17%
Supplies - 300 300 0.00%
Land - 50,000 50,000 0.00%
Bond Principal - Lincoln Pool 175,000 175,000 - 100.00%
Bond Interest - Lincoln Pool 11,306 20,863 9,557 54.19%
PROJECTS
Façade Improvement - 200,000 200,000 0.00%
Building Improvement 20,000 20,000 835,148 815,148 0.00%
Other Projects - 50,000 50,000 0.00%
TOTAL CRA EXPENSES 29,699 239,293 1,704,261 1,464,968 14.04%
GENTLE DENTAL
Bond Principal 1,925 3,917 1,992 49.15%
Bond Interest 176 285 109 61.72%
TOTAL GENTLE DENTAL - 2,101 4,202 2,101 50.00%
PROCON TIF
Bond Principal 8,067 16,416 8,349 49.14%
Bond Interest 1,514 2,747 1,233 55.12%
TOTAL PROCON TIF - 9,581 19,163 9,582 50.00%
WALNUT HOUSING PROJECT
Bond Principal 29,523 60,041 30,518 49.17%
Bond Interest 7,713 14,431 6,718 53.45%
TOTAL - 37,236 74,472 37,236 50.00%
BRUNS PET GROOMING
Bond Principal 6,493 13,500 7,007 48.10%
TOTAL - 6,493 13,500 7,007 48.10%
GIRARD VET CLINIC
Bond Principal - 14,500 14,500 0.00%
TOTAL - - 14,500 14,500 0.00%
GEDDES ST APTS - PROCON
Bond Principal - 30,000 30,000 0.00%
TOTAL - - 30,000 30,000 0.00%
Grand Island Regular Meeting - 3/15/2017 Page 17 / 151
MONTH ENDED 2016-2017 2017 REMAINING % OF BUDGET
February-17 YEAR TO DATE BUDGET BALANCE USED
COMMUNITY REDEVELOPMENT AUTHORITY
FOR THE MONTH OF FEBRUARY 2017
SOUTHEAST CROSSINGS
Bond Principal - 18,000 18,000 0.00%
TOTAL - - 18,000 18,000 0.00%
POPLAR STREET WATER
Bond Principal - 8,000 8,000 0.00%
TOTAL - - 8,000 8,000 0.00%
CASEY'S @ FIVE POINTS
Bond Principal - 10,000 10,000 0.00%
TOTAL - - 10,000 10,000 0.00%
SOUTH POINTE HOTEL PROJECT
Bond Principal - 90,000 90,000 0.00%
TOTAL - - 90,000 90,000 0.00%
TODD ENCK PROJECT
Bond Principal - 6,000 6,000 0.00%
TOTAL - - 6,000 6,000 0.00%
JOHN SCHULTE CONSTRUCTION
Bond Principal 2,417 6,000 3,583 40.28%
TOTAL - 2,417 6,000 3,583 40.28%
PHARMACY PROPERTIES INC
Bond Principal - 11,000 11,000 0.00%
TOTAL - - 11,000 11,000 0.00%
KEN-RAY LLC
Bond Principal - 85,000 85,000 0.00%
TOTAL - - 85,000 85,000 0.00%
TOKEN PROPERTIES RUBY
Bond Principal - 1,500 1,500 0.00%
TOTAL - - 1,500 1,500 0.00%
GORDMAN GRAND ISLAND
Bond Principal - 40,000 40,000 0.00%
TOTAL - - 40,000 40,000 0.00%
BAKER DEVELOPMENT INC
Bond Principal 1,687 3,000 1,313 56.23%
TOTAL - 1,687 3,000 1,313 56.23%
STRATFORD PLAZA LLC
Bond Principal - 35,000 35,000 0.00%
TOTAL - - 35,000 35,000 0.00%
COPPER CREEK 2013 HOUSES
Bond Principal 1,602 80,000 78,398 2.00%
TOTAL - 1,602 80,000 78,398 2.00%
Grand Island Regular Meeting - 3/15/2017 Page 18 / 151
MONTH ENDED 2016-2017 2017 REMAINING % OF BUDGET
February-17 YEAR TO DATE BUDGET BALANCE USED
COMMUNITY REDEVELOPMENT AUTHORITY
FOR THE MONTH OF FEBRUARY 2017
CHIEF INDUSTRIES AURORA COOP
Bond Principal - 40,000 40,000 0.00%
TOTAL - - 40,000 40,000 0.00%
TOKEN PROPERTIES KIMBALL STREET
Bond Principal 1,269 2,700 1,431 47.01%
TOTAL - 1,269 2,700 1,431 47.01%
GI HABITAT FOR HUMANITY
Bond Principal - 8,000 8,000 0.00%
TOTAL - - 8,000 8,000 0.00%
AUTO ONE INC
Bond Principal - 11,000 11,000 0.00%
TOTAL - - 11,000 11,000 0.00%
EIG GRAND ISLAND
Bond Principal - 50,000 50,000 0.00%
TOTAL - - 50,000 50,000 0.00%
TOKEN PROPERTIES CARY STREET
Bond Principal 3,636 8,000 4,364 45.45%
TOTAL - 3,636 8,000 4,364 45.45%
WENN HOUSING PROJECT
Bond Principal - 4,200 4,200 0.00%
TOTAL - - 4,200 4,200 0.00%
COPPER CREEK 2014 HOUSES
Bond Principal - 200,000 200,000 0.00%
TOTAL - - 200,000 200,000 0.00%
TC ENCK BUILDERS
Bond Principal - 3,000 3,000 0.00%
TOTAL - - 3,000 3,000 0.00%
SUPER MARKET DEVELOPERS
Bond Principal - 20,000 20,000 0.00%
TOTAL - - 20,000 20,000 0.00%
MAINSTAY SUITES
Bond Principal 11,902 25,000 13,098 47.61%
TOTAL - 11,902 25,000 13,098 47.61%
TOWER 217
Bond Principal 576 12,000 11,424 4.80%
TOTAL - 576 12,000 11,424 4.80%
COPPER CREEK 2015 HOUSES
Bond Principal - - - -
TOTAL - - -
Grand Island Regular Meeting - 3/15/2017 Page 19 / 151
MONTH ENDED 2016-2017 2017 REMAINING % OF BUDGET
February-17 YEAR TO DATE BUDGET BALANCE USED
COMMUNITY REDEVELOPMENT AUTHORITY
FOR THE MONTH OF FEBRUARY 2017
NORTHWEST COMMONS
Bond Principal - - - -
TOTAL - - -
HABITAT - 8TH & SUPERIOR
Bond Principal - - - -
TOTAL - - -
KAUFMAN BUILDING
Bond Principal - - - -
TOTAL - - -
FUTURE TIF'S
Bond Principal - - 900,000 900,000 0.00%
TOTAL - - 900,000 900,000 0.00%
TOTAL EXPENSES 29,699 317,793 3,537,498 3,219,705 8.98%
Grand Island Regular Meeting - 3/15/2017 Page 20 / 151
03/07/2017 09:43 |CITY OF GRAND ISLAND |P 1
briansc |BALANCE SHEET FOR 2017 5 |glbalsht
NET CHANGE ACCOUNT
FUND: 900 COMMUNITY REDEVELOPMENT AUTHOR FOR PERIOD BALANCE__________________________________________________________________________________________________________
ASSETS
900 11110 OPERATING CASH 42,013.58 949,865.73
900 11120 COUNTY TREASURER CASH .00 114,460.48
900 11305 PROPERTY TAXES RECEIVABLE .00 80,176.00
900 14100 NOTES RECEIVABLE .00 365,077.58
900 14700 LAND .00 575,369.33_______________________________________
TOTAL ASSETS 42,013.58 2,084,949.12_______________________________________
LIABILITIES
900 22100 LONG TERM DEBT .00 -281,669.00
900 22200 ACCOUNTS PAYABLE .00 -2,500.00
900 22400 OTHER LONG TERM DEBT .00 -1,280,000.00
900 22900 ACCRUED INTEREST PAYABLE .00 -6,289.06
900 25100 ACCOUNTS PAYABLE .00 -2,587.06
900 25315 DEFERRED REVENUE-PROPERY TAX .00 -5,914.00
900 25316 DEFERRED REVENUE-YR END ADJ .00 67,933.18_______________________________________
TOTAL LIABILITIES .00 -1,511,025.94_______________________________________
FUND BALANCE
900 39107 BUDGETARY FUND BAL - UNRESERVD .00 552,787.93
900 39110 INVESTMENT IN FIXED ASSETS .00 -575,369.33
900 39112 FUND BALANCE-BONDS .00 1,250,994.94
900 39120 UNRESTRICTED FUND BALANCE .00 -1,143,501.54
900 39130 ESTIMATED REVENUES .00 2,984,710.07
900 39140 ESTIMATED EXPENSES .00 -3,537,498.00
900 39500 REVENUE CONTROL -71,712.58 -423,840.32
900 39600 EXPENDITURE CONTROL 29,699.00 317,793.07_______________________________________
TOTAL FUND BALANCE -42,013.58 -573,923.18_______________________________________
TOTAL LIABILITIES + FUND BALANCE -42,013.58 -2,084,949.12=======================================
** END OF REPORT - Generated by Brian Schultz **
Grand Island Regular Meeting - 3/15/2017 Page 21 / 151
Community Redevelopment
Authority (CRA)
Wednesday, March 15, 2017
Regular Meeting
Item D1
Bills
Staff Contact: Chad
Grand Island Regular Meeting - 3/15/2017 Page 22 / 151
15-Mar-17
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 $ 3,198.34
Accounting
Officenet Inc.
Postage
Grand Island Independent $ 12.76
Façade grant Othy's Place - Phase 1 $34,899.18
TIF Pass Through Payment Copper Creek $ 5,358.82
Copper Creek Phase 2 $ 21,027.22
Copper Creek Phase 3 $ 3,348.79
Northwest Commons $ 133,919.39
Tower 217 $ 13,610.58
Mainstay Suites $ 1,316.50
Todd Enck Carey St.$ 171.75
EIG Grand Island $ 1,463.55
Auto One $ 244.55
Chief Industries-Aurora Coop $ 745.96
Stratford Plaza $ 679.63
Gordman $ 1,097.11
Ken-Ray $ 934.53
Pharmacy Properties $ 243.67
Schulte 703 S. Lincoln $ 145.50
Todd Enck Darr St.$ 132.59
South Pointe Hotel $ 1,724.58
Grand Island Regular Meeting - 3/15/2017 Page 23 / 151
Casey's General 1814 N. Eddy $ 289.57
Poplar St. Water Line-CRA $ 396.73
Geddes St. $ 574.75
Girard Vet Clinic $ 218.07
Bruns Pet $ 293.19
Southeast Crossings $ 9,279.47
Mayer, Burns & Koenig
Total:$ 235,326.78
Grand Island Regular Meeting - 3/15/2017 Page 24 / 151
Community Redevelopment
Authority (CRA)
Wednesday, March 15, 2017
Regular Meeting
Item E1
Committed Projects
Staff Contact: c
Grand Island Regular Meeting - 3/15/2017 Page 25 / 151
COMMITTED PROJECTS REMAINING
GRANT
AMOUNT
2017 FISCAL YR 2018 FISCAL YR 2019 FISCAL YR ESTIMATED
COMP
Bosselman Real Estate $ 300,000.00 $ 100,000.00 $ 100,000.00 $ 100,000.00 2019
Federation of Labor - Ziller Residential
Grant (10/12/16)
$ 60,000.00 $ 60,000.00 2017
Federation of Labor - Ziller Facade
Grant (10/12/16)
$ 53,200.00 $ 53,200.00 2017
Master Stylists - 114 W. 3rd - Jeanene
Campos (10/12/16)
$ 23,895.00 $ 23,895.00 2017
Othy's Place - 724 W. 3rd - Lindell
(10/12/16)
$ 61,860.18 $ 34,899.18 $ 26,961.00 2017 façade,
2018 sign
South Locust/Fonner Park BID (7/13/16) $ 30,000.00 $ 15,000.00 $ 15,000.00 2018
Wing Properties - 116 E 3rd St (9/9/15) $ 68,132.00 $ 68,132.00 2017
Wing Properties - 110-114 E 3rd St
(9/9/15)
$ 167,016.00 $ 167,016.00 2017
Total Committed $ 764,103.18 $ 522,142.18 $ 141,961.00 $ 100,000.00
FIRE & LIFE SAFETY GRANT TOTAL
AMOUNT
2017 FISCAL YR 2018 FISCAL YR 2019 FISCAL YR ESTIMATED
COMP
201-203 W. 3rd St. Anson (8/24/16)$200,000 $ 200,000.00 2018
Federation of Labor - Tom Ziller
(5/13/15)
$115,000 $ 115,000.00 2017
Peaceful Root - 112 W. 2nd St. (1/11/17)$50,000 $ 50,000.00 2018 - Q1
Total Committed F&L Safety Grant $365,000 $ 115,000.00 $ 250,000.00 $ -
Life Safety - Budget $ Remaining $ 265,000.00
Façade - Budget $ Remaining $ 200,000.00
Other Projects - Budget $ Remaining $ 865,148.00
Land - Budget $ Remaining $ 50,000.00
Land Sales - Budget $ Remaining ($250,000.00)
subtotal $ 1,130,148.00 $ -
Less committed ($637,142.18)($391,961.00)
Balance remaining $ 493,005.82 $ (391,961.00)
CRA PROPERTIES
Address Purchase Price Purchase Date Demo Cost Status
408 E 2nd St $4,869 11/11/2005 $7,500 Surplus
3235 S Locust $450,000 4/2/2010 $39,764 Surplus
604-612 W 3rd $80,000 6/10/2015 Surplus
February 28, 2017
Grand Island Regular Meeting - 3/15/2017 Page 26 / 151
2017 BUDGET AVAILABLE TO COMMIT
EXPENSES
2017
AVAILABLE TO
COMMIT COMMITTED
AVAILABLE TO
COMMIT
Life Safety $ 265,000.00 $ 265,000.00
Façade $ 200,000.00 $ 111,994.18 $ 88,005.82
Building Improvements $ 835,148.00 $ 835,148.00
Other Projects $ 50,000.00 $ (90,000.00) $ 140,000.00
Land $ 50,000.00 $ - $ 50,000.00
$ 1,400,148.00 $ 21,994.18 $ 1,378,153.82
Grand Island Regular Meeting - 3/15/2017 Page 27 / 151
Community Redevelopment
Authority (CRA)
Wednesday, March 15, 2017
Regular Meeting
Item I1
Think Smart Redevelopment Contract
Staff Contact: Chad
Grand Island Regular Meeting - 3/15/2017 Page 28 / 151
Think Smart Properties
COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA
RESOLUTION NO. 236
A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A
COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA, TAX INCREMENT DEVELOPMENT REVENUE NOTE
OR OTHER OBLIGATION, IN A PRINCIPAL AMOUNT NOT TO EXCEED
$48,150 FOR THE PURPOSE OF (1) PAYING THE COSTS OF ACQUIRING,
DEMOLISHING, CONSTRUCTING, RECONSTRUCTING, IMPROVING,
EXTENDING, REHABILITATING, INSTALLING, EQUIPPING, FURNISHING
AND COMPLETING CERTAIN IMPROVEMENTS WITHIN THE
AUTHORITY’S THINK SMART PROPERTIES, LLC, REDEVELOPMENT
PROJECT AREA, SPECIFICALLY INCLUDING SITE PURCHASE,
PREPARATION, DEMOLITION, REHABILITATION, UTILITY EXTENSION
AND (2) PAYING THE COSTS OF ISSUANCE THEREOF; PRESCRIBING THE
FORM AND CERTAIN DETAILS OF THE NOTE OR OTHER OBLIGATION;
PLEDGING CERTAIN TAX REVENUE AND OTHER REVENUE TO THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTE OR
OTHER OBLIGATION AS THE SAME BECOME DUE; LIMITING PAYMENT
OF THE NOTE OR OTHER OBLIGATION TO SUCH TAX REVENUES;
CREATING AND ESTABLISHING FUNDS AND ACCOUNTS; DELEGATING,
AUTHORIZING AND DIRECTING THE FINANCE DIRECTOR TO EXERCISE
HIS OR HER INDEPENDENT DISCRETION AND JUDGMENT IN
DETERMINING AND FINALIZING CERTAIN TERMS AND PROVISIONS OF
THE NOTE OR OTHER OBLIGATION NOT SPECIFIED HEREIN; APPROVING
A REDEVELOPMENT CONTRACT AND REDEVELOPMENT PLAN; TAKING
OTHER ACTIONS AND MAKING OTHER COVENANTS AND AGREEMENTS
IN CONNECTION WITH THE FOREGOING; AND RELATED MATTERS.
BE IT RESOLVED BY THE MEMBERS OF THE COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA:
ARTICLE I
FINDINGS AND DETERMINATIONS
Section 1.1. Findings and Determinations. The Members of the Community Redevelopment
Authority of the City of Grand Island, Nebraska (the “Authority”) hereby find and determine as follows:
(a)The City of Grand Island, Nebraska (the “City”), pursuant to the Plan Resolution
(hereinafter defined), approved the City of Grand Island Redevelopment Area #6 Plan Amendment
December 2016 (the “Redevelopment Plan”) under and pursuant to which the Authority shall undertake
from time to time to redevelop and rehabilitate the Redevelopment Area (hereinafter defined).
(b)Pursuant to the Redevelopment Plan, the Authority has previously obligated itself and/or
will hereafter obligate itself to provide a portion of the financing to acquire, construct, reconstruct, improve,
extend, rehabilitate, install, equip, furnish and complete, at the cost and expense of the Redeveloper, a
Grand Island Regular Meeting - 3/15/2017 Page 29 / 151
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portion of the improvements (as defined in the Redevelopment Contract hereinafter identified) in the
Redevelopment Area (the “Project Costs”), including, without limitation) the cost of acquiring,
constructing, reconstructing, improving, extending, rehabilitating, installing, and completing the acquisition
of the Project Site (as defined in the Redevelopment Contract), (collectively, the “Project”), as more fully
described in the Redevelopment Contract (hereinafter defined).
(c)The Authority is authorized by the Redevelopment Law (hereinafter defined) to issue tax
allocation notes for the purpose of paying the costs and expenses of the Project, the principal of which is
payable from certain tax revenues as set forth in the Redevelopment Law.
(d)In order to provide funds to pay a portion of the costs of the Project, it is necessary,
desirable, advisable, and in the best interest of the Authority for the Authority to issue a Tax Increment
Development Revenue Note or other obligation in a principal amount not to exceed $48,150 (the “Note”).
(e)All conditions, acts and things required to exist or to be done precedent to the issuance of
the Note do exist and have been done as required by law.
ARTICLE II
CERTAIN DEFINITIONS; COMPUTATIONS;
CERTIFICATES AND OPINIONS; ORDERS AND DIRECTIONS
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 Resolution or other instrument
amendatory hereof or supplemental hereto, 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:
“Authority” means the Community Redevelopment Authority of the City of Grand Island,
Nebraska.
City” means the City of Grand Island, Nebraska.
“Project Costs” means the redevelopment project costs (as defined in the Redevelopment
Contract) in the Redevelopment Area, the costs of which are eligible to be paid from the proceeds of the
Note.
“Assessor” means the Assessor of Hall County, Nebraska.
“Note” means the Think Smart Properties, LLC, Redevelopment Project Tax Increment
Development Revenue Note of the Authority, in a principal amount not to exceed $48,150, issued pursuant
to this Resolution, and shall include any note, including refunding note, interim certificate, debenture, or
other obligation issued pursuant to the Redevelopment Law. At the option of the Owner of the Note, the
titular designation of such Note may be revised to state note, interim certificate, debenture, obligation, or
such other designation as is appropriate.
“Secretary” means the Secretary of the Authority.
Grand Island Regular Meeting - 3/15/2017 Page 30 / 151
-3-
“Cumulative Outstanding Principal Amount” means the aggregate principal amount of the Note
issued 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 the Note is initially issued, which shall be the date of the
first allocation of principal on the Note as further described in Section 3.2.
“Debt Service” means, as of any particular date of computation, and with respect to any period, the
amount to be paid or set aside as of such date or such period for the payment of the principal on the Note.
“Escrow Obligations” means (a) Government Obligations, (b) certificates of deposit issued by a
bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar
corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having
an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the
certificates so secured, which security is held in a custody account by a custodian satisfactory to the
Registrar, or (c)(1) evidences of a direct ownership in future interest or principal on Government
Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the
Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and
(2) obligations issued by any state of the United States or any political subdivision, public instrumentality or
public authority of any state, which obligations are fully secured by and payable solely from Government
Obligations, which Government Obligations are held pursuant to an agreement in form and substance
acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and
at such times as will insure the availability of sufficient money to make the payment secured thereby.
“Finance Director” means the Treasurer/Finance Director or Acting Treasurer/Finance Director, as
the case may be, of the City.
“Fiscal Year” means the twelve-month period established by the City or provided by law from
time to time as its fiscal year.
“Government Obligations” means direct obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed by, the United States of America.
“Improvements” means the improvements to be constructed, reconstructed, acquired, improved,
extended, rehabilitated, installed, equipped, furnished and completed in the Project Area in accordance with
the Redevelopment Plan, including, but not limited to, the improvements constituting the Project (as defined
in the Redevelopment Contract).
“Payment Date” means June 30 and December 31 of each year any Note is outstanding,
commencing on the first Payment Date following the Date of Original Issue.
“Chairman” means the Chairman of the Authority.
“Outstanding” means when used with reference to any Note, as of a particular date, all Notes
theretofore authenticated and delivered under this Resolution except:
(a)Notes theretofore canceled by the Registrar or delivered to the Registrar for
cancellation;
(b)Notes which are deemed to have been paid in accordance with Section 10.1
hereof;
Grand Island Regular Meeting - 3/15/2017 Page 31 / 151
-4-
(c)Notes alleged to have been mutilated, destroyed, lost or stolen which have been
paid as provided in Section 3.9 hereof; and
(d)Notes in exchange for or in lieu of which other Notes have been authenticated
and delivered pursuant to this Resolution.
“Owner” means the person(s) identified as the owner(s) of the Note from time to time, as indicated
on the books of registry maintained by the Registrar.
“Plan Resolution” means, Resolution No. 2017-38 of the City, together with any other resolution
providing for an amendment to the Redevelopment Plan.
“Project Area” means the area identified and referred to as the Project Site in the Redevelopment
Contract.
“Record Date” means, for each Payment Date, the 15th day immediately preceding such Payment
Date.
“Redeveloper” means the Redeveloper as defined in the Redevelopment Contract responsible for
constructing, reconstructing, acquiring, improving, extending, rehabilitating, installing, equipping,
furnishing and completing the Project.
“Redeveloper Note” means any Note that is owned by the Redeveloper according to the records of
the Registrar.
“Redevelopment Contract” means the City of Grand Island Redevelopment Contract Think Smart
Properties, LLC, Redevelopment Project, dated the date of its execution, between the Authority, and Think
Smart Properties, LLC, a Nebraska limited liability company, relating to the Project.
“Redevelopment Area” means the community redevelopment area described, defined or otherwise
identified or referred to in the Redevelopment Plan.
“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 “City of Grand Island Redevelopment Plan Amendment for
Redevelopment Area #6 December, 2016” passed, adopted and approved by the City pursuant to the Plan
Resolution, and shall include any amendment of such Redevelopment Plan heretofore or hereafter made
by the City pursuant to law.
“Refunding Notes” means the notes authorized to be issued pursuant to Article V.
“Registrar” means the Treasurer of the City of Grand Island, Nebraska, in its capacity as registrar
and paying agent for the Note.
“Resolution” means this Resolution as from time to time amended or supplemented.
“Revenue” means the Tax Revenue.
“Special Fund” means the fund by that name created in Section 7.1.
Grand Island Regular Meeting - 3/15/2017 Page 32 / 151
-5-
“State” means the State of Nebraska.
“Tax Revenue” means, with respect to the 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,
limited liability companies (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 “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 on the Note shall be paid
as and when the same become due.
Section 2.4. Certificates, Opinions and Reports. Except as otherwise specifically provided in
this Resolution, each certificate, opinion or report with respect to compliance with a condition or covenant
provided for in this Resolution shall include: (a) a statement that the person making such certificate, opinion
or report has read the pertinent provisions of this Resolution to which such covenant or condition relates; (b)
a brief statement as to the nature and scope of the examination or investigation upon which the statements or
opinions contained in such certificate, opinion or report are based; (c) a statement that, in the opinion of
such person, he has made such examination and investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been complied with; (d) a statement as
to whether or not, in the opinion of such person, such condition or covenant has been complied with; and (e)
an identification of any certificates, opinions or reports or other sources or assumptions relied on in such
certificate, opinion or report.
Section 2.5. 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 City or the Authority shall be effective and binding upon the Authority, respectively, for the purposes of
this Resolution if signed by the Chairman, the Vice Chairman, the Secretary, the Treasurer, the Finance
Director, the Planning Director or by any other person or persons authorized to execute the same by statute,
or by a resolution of the City or the Authority, respectively.
Grand Island Regular Meeting - 3/15/2017 Page 33 / 151
-6-
ARTICLE III
AUTHORIZATION AND ISSUANCE OF THE NOTE;
GENERAL TERMS AND PROVISIONS
Section 3.1. Authorization of Note. 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 acquiring,
constructing, reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing, and
completing the Project, and (b) the costs of issuing the Note, the Authority shall issue the Note in a principal
amount not to exceed $48,150. The Note shall be designated as “Community Redevelopment Authority of
the City of Grand Island, Nebraska, Think Smart Properties, LLC, Redevelopment Project Tax Increment
Development Revenue Note,” shall have an appropriate series designation as determined by the Finance
Director, shall be dated the Date of Original Issue, shall mature, subject to right of prior redemption, not
later than the December 31, 2032, and shall bear interest at an annual rate of 0.00%. The Note shall be
issued as a single Note as further described in Section 3.2.
The Note is a special, limited obligation of the Authority payable solely from the Revenue and the
amounts on deposit in the funds and accounts established by this Resolution. The Note shall not in any
event be a debt of the Authority (except to the extent of the Revenue and other money pledged under this
Resolution), the State, nor any of its political subdivisions, and neither the Authority (except to the extent of
the Revenue and other money pledged under this Resolution), the City, the State nor any of its political
subdivisions is liable in respect thereof, nor in any event shall the principal of or interest on the Note be
payable from any source other than the Revenue and other money pledged under this Resolution. The Note
does not constitute a debt within the meaning of any constitutional, statutory, or charter limitation upon the
creation of general obligation indebtedness of the Authority and does not impose any general liability upon
the Authority. Neither any official of the Authority nor any person executing the Note shall be liable
personally on the Note by reason of its issuance. The validity of the Note is not and shall not be dependent
upon the completion of the Project or upon the performance of any obligation relative to the Project.
The Revenue and the amounts on deposit in the funds and accounts established by this Resolution
are hereby pledged and assigned for the payment of the Note, and shall be used for no other purpose than to
pay the principal of or interest on the Note, except as may be otherwise expressly authorized in this
Resolution. The Note shall not constitute a debt of the Authority or the City within the meaning of any
constitutional, statutory, or charter limitation upon the creation of general obligation indebtedness of the
Authority, and neither the Authority nor the City shall not be liable for the payment thereof out of any
money of the Authority or the City other than the Tax Revenue and the other funds referred to herein.
Nothing in this Resolution shall preclude the payment of the Note from (a) the proceeds of future
notes 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 3.2. Details of Note; Authority of Finance Director.
(a)The Note shall be dated the Date of Original Issue and shall be issued to the purchaser
thereof, as the Owner, in installments. The Note shall be delivered on the earlier of allocation of the
maximum principal amount of the Note or upon the issuance of a certificate of occupancy of the building
constituting the Project. The Note shall be issued as a single Note.
Grand Island Regular Meeting - 3/15/2017 Page 34 / 151
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(b)Proceeds of the Note may be advanced and disbursed in the manner set forth below:
(1)There shall be submitted to the Finance Director a disbursement request in a form
acceptable to the Finance Director (the “Disbursement Request”), executed by the City’s
Planning Director and an authorized representative of the Redeveloper, (A) certifying that a
portion of the Project has been substantially completed and (B) certifying the actual costs
incurred by the Redeveloper in the completion of such portion of the Project.
(2)The Finance Director shall evidence such allocation in writing and inform the
Owner of the Note of any amounts allocated to the Note.
(3)Such amounts shall be deemed proceeds of the Note and the Finance Director
shall inform the Registrar in writing of the date and amount of such allocation. The Registrar
shall keep and maintain a record of the amounts allocated to the note 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 the Note and its records
maintained for the Note. The aggregate amount endorsed as the Principal amount Advanced on the
Note shall not exceed $48,150.
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 Note have been deposited by the Owner of
the Note (if other than the Redeveloper) into the Project Fund.
The records maintained by the Registrar as to principal amount advanced and principal amounts
paid on the Note shall be the official records of the Cumulative Outstanding Principal Amount for all
purposes.
(c)The Note shall be dated the Date of Original Issue, which shall be the initial date of
allocation of the Note.
(d)As of the Date of Original Issue of the Note, there shall be delivered to the Registrar the
following:
(1) A signed investor’s letter in a form acceptable to the Finance Director and Note
Counsel; and
(2)Such additional certificates and other documents as the special counsel for the
Authority may require.
(e)The note shall bear zero percent interest on the Cumulative Outstanding Principal Amount
of the Note from the Date of Original Issue.
(f)The principal of the Note shall be payable in any coin or currency of the United States of
America from all funds held by the which on the respective dates of payment thereof is legal tender for the
payment of public and private debts. Payments on the Note due prior to maturity or earlier redemption and
payment of any principal upon redemption price to maturity shall be made by check mailed by the Registrar
on each Interest Payment Date to the Owners, at the Owners’ address as it appears on the books of registry
maintained by the Registrar on the Record Date. The principal of the Note due at maturity or upon earlier
redemption shall be payable upon presentation and surrender of the Note to the Registrar. When any portion
of the Note shall have been duly called for redemption and payment thereof duly made or provided for,
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interest thereon shall cease on the principal amount of such Note so redeemed from and after the date of
redemption thereof.
(g)The Note shall be executed by the manual signatures of the Chairman and Secretary of
the Authority. In case any officer whose signature shall appear on any Note shall cease to be such officer
before the delivery of such Note, 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 the Note may be signed by such
persons as at the actual time of the execution of such Note shall be the proper officers to sign such Note
although at the date of such Note such persons may not have been such officers.
(i)The Finance Director 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, the principal amount of the Note
in accordance with Section 3.2(a), (2) the maturity date of the Note, which shall be not later than December
31, 2032, (3) the initial Payment Date and (4) any other term of the Note not otherwise specifically fixed by
the provisions of this Resolution.
(j)Any Note issued upon transfer or exchange of any other Note shall be dated as of the Date
of Original Issue.
(k)The Note shall be issued to such Owner as shall be mutually agreed between the
Redeveloper and the Finance Director for a price equal to 100% of the principal amount thereof. No Note
shall be delivered to any Owner unless the Authority shall have received from the Owner thereof such
documents as may be required by the Finance Director to demonstrate compliance with all applicable laws,
including without limitation compliance with Section 3.6 hereof. The Authority may impose such
restrictions on the transfer of any Note as may be required to ensure compliance with all requirements
relating to any such transfer.
Section 3.3. Form of Note Generally. The Note shall be issued in fully registered form. The
Note shall be in substantially the form set forth in Article IX, with such appropriate variations, omissions
and insertions as are permitted or required by this Resolution and with such additional changes as the
Finance Director may deem necessary or appropriate. The Note 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 3.4. Appointment of Registrar. The Finance Director is hereby appointed the registrar
and paying agent for the Note. 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 Note. 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 Note in its possession to the successor
Registrar and shall deliver the note 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 3.5. Exchange of Note. Any Note, 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 Note in a principal amount equal to the principal amount of the Note 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 Note at the principal office of the Registrar.
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Section 3.6. Negotiability, Registration and Transfer of Note. The Registrar shall keep books
for the registration and registration of transfer of the Note as provided in this Resolution. The transfer of the
Note may be registered only upon the books kept for the registration and registration of transfer of the Note
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 a bank or a qualified institutional buyer as defined in Rule
144A promulgated by the Securities and Exchange Commission. 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 any Note may be prohibited by the
Authority if (1) a default then exists under the Redevelopment Contract, (2) the assessed valuation of the
Redeveloper Property (as defined in the Redevelopment Contract) is less than $500,000, or (3) a protest of
the valuation of the Redeveloper Property is ongoing. Upon any such registration of transfer the Authority
shall execute and deliver in exchange for such Note a new Note, registered in the name of the transferee, in a
principal amount equal to the principal amount of the Note surrendered or exchanged, of the same series and
maturity and bearing interest at the same rate.
In all cases in which any Note shall be exchanged or a transfer of a Note shall be registered
hereunder, the Authority shall execute at the earliest practicable time execute and deliver a Note in
accordance with the provisions of this Resolution. The Note 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 Note 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 Note 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
Note during the period between a Record Date and the corresponding Interest Payment Date.
Section 3.7. Ownership of Note. As to any Note, 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 or interest on such Note 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 Note, including the interest thereon, to the extent of the sum or sums so paid.
Section 3.8. Disposition and Destruction of Note. The Note, 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 Finance Director, be destroyed.
Section 3.9. Mutilated, Lost, Stolen or Destroyed Note. If any Note becomes mutilated or is
lost, stolen or destroyed, the Authority shall execute and deliver a new Note of like date and tenor as the
Note mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Note, such mutilated
Note shall first be surrendered to the Authority. In the case of any lost, stolen or destroyed Note, 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 Note has
matured, is about to mature or has been called for redemption, instead of delivering a substitute Note, the
Authority may pay the same without surrender thereof. Upon the issuance of any substitute Note, 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.
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Section 3.10. Non-presentment of Note. If any Note 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 Note
have been made available to the Registrar all liability of the Authority to the Owner thereof for the
payment of such Note 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 Note, 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 Note. If any Note is not
presented for payment within five years following the date when such Note becomes due, the Registrar
shall repay to the Authority the funds theretofore held by it for payment of such Note, and such Note
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 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 NOTE
Section 4.1. Redemption of Note. The Note 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.
Section 4.2. Redemption Procedures. The Finance Director is hereby authorized, without further
action of the Council, to call all or any portion of the principal of the Note for payment and redemption prior
to maturity on such date as the Finance Director 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 Finance Director may affect partial redemptions of
any Note without notice to the Owner and without presentation and surrender of such Note, but total
redemption of any Note may only be effected with notice to the Owner and upon presentation and surrender
of such Note to the Registrar. Notice of a total redemption of any Note 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 Note, (b) the redemption date, and (c) a recitation that the entire principal balance of such Note plus all
accrued interest thereon is being called for redemption on the applicable redemption date.
Section 4.3. Determination of Outstanding Principal Amount of Note. Notwithstanding the
amount indicated on the face of any Note, the principal amount of such Note actually Outstanding from 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 Note indicating the original principal advance of such Note as
determined in accordance with Section 3.2 and make such additional notations as are required to reflect any
additional principal advances or redemptions of such Note from time to time, including on the Table of
Cumulative Outstanding Principal Amount attached to each Note 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 a redemption on the Table of Cumulative Outstanding Principal Amount shall not
affect the Cumulative Outstanding Principal Amount shown on the records of the Registrar.
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ARTICLE V
REFUNDING NOTES
Section 5.1. Refunding Notes. Refunding Notes may be issued at any time at the direction of the
Finance Director for the purpose of refunding (including by purchase) any Note or any portion thereof,
including amounts to pay principal to the date of maturity or redemption (or purchase) and the expenses of
issuing the Refunding Notes and of effecting such refunding; provided that the Debt Service on all notes to
be outstanding after the issuance of the Refunding Notes shall not be greater in any Fiscal Year than would
have been the Debt Service in such Fiscal Year were such refunding not to occur.
ARTICLE VI
EFFECTIVE DATE OF PROJECT;
PLEDGE OF REVENUE
Section 6.1. 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 as set forth in the
Redevelopment Contract. The Planning Director is hereby directed to notify the Assessor of the effective
date of the Project on the form prescribed by the Property Tax Administrator.
Section 6.2. Collection of Revenue; Pledge of Revenue. As provided for in the Redevelopment
Plan, and pursuant to the provisions of the Redevelopment Law, for the period contemplated thereby, the
Tax Revenue collected in the Project Area shall be allocated to and, when collected, paid into the Special
Fund under the terms of this Resolution to pay the principal on the Note. When the Note has been paid in
accordance with this Resolution, the Redevelopment Plan and the Redevelopment Contract, the Tax
Revenue shall be applied as provided for in the Redevelopment Law.
The Revenue is hereby allocated and pledged in its entirety to the payment of the principal on the
Note and to the payment of the Project Costs (including the Project), until the principal on the Note has been
paid (or until money for that purpose has been irrevocably set aside), and the Revenue shall be applied
solely to the payment of the principal on the Note. Such allocation and pledge is and shall be for the sole
and exclusive benefit of the Owner and shall be irrevocable.
Section 6.3. Potential Insufficiency of Revenue. Neither the Authority nor the City makes any
representations, covenants, or warranties to the Owner that the Revenue will be sufficient to pay the
principal of or interest on the Note. Payment of the principal of and interest on the Note is limited solely
and exclusively to the Revenue pledged under the terms of this Resolution, and is not payable from any
other source whatsoever.
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ARTICLE VII
CREATION OF FUNDS AND ACCOUNTS;
PAYMENTS THEREFROM
Section 7.1. 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 Finance Director of the City
separate and apart from all other funds and moneys of the Authority and the City under her control
a special trust fund called the “Think Smart Properties, LLC, Redevelopment Project Tax Increment Special
Fund” (the “Special Fund”).
So long as the Note remains unpaid, the money in the foregoing fund and accounts shall be used for
no purpose other than those required or permitted by this Resolution, any Resolution supplemental to or
amendatory of this Resolution and the Redevelopment Law.
Section 7.2. Special Fund. All of the Revenue shall be deposited into the Special Fund. The
Revenue accumulated in the Special Fund shall be used and applied on the Business Day prior to each
Payment Date (a) to make any payments to the Authority as may be required under the Redevelopment
Contract and (b) to pay principal on the Note to the extent of any money then remaining the Special Fund on
such Payment Date. Money in the Special Fund shall be used solely for the purposes described in this
Section 7.2. All Revenues received through and including December 31, 2032 shall be used solely for the
payments required by this Section 7.2.
ARTICLE VIII
COVENANTS OF THE AUTHORITY
So long as the Note is 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 Note, including the following covenants and agreements for the benefit of the
Owner which are necessary, convenient and desirable to secure the Note and will tend to make them more
marketable; provided, however, that such covenants do not require either the City or the Authority to expend
any money other than the Revenue nor violate the provisions of State law with respect to tax revenue
allocation.
Section 8.1. 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 Revenue which have, or purport to have, any lien
upon the Revenue prior or superior to or in parity with the lien of the Note; provided, however, that nothing
in this Resolution shall prevent the Authority from issuing and selling notes or other obligations which have,
or purport to have, any lien upon the Revenue which is junior to the Note and the Debt Service thereon, or
from issuing and selling notes or other obligations which are payable in whole or in part from sources other
than the Revenue.
Section 8.2. To Pay Principal of the Note. The Authority will duly and punctually pay or cause
to be paid solely from the Revenue the principal of the Note on the dates and at the places and in the manner
provided in the Note 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 Note and in this Resolution.
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Section 8.4. 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 Revenue and other funds relating to the Project.
Section 8.5. 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 Special Fund and
used for the purposes and in the manner described in Section 7.2.
Section 8.6. Protection of Security. The Authority is duly authorized under all applicable laws to
create and issue the Note and to adopt this Resolution and to pledge the Revenue in the manner and to the
extent provided in this Resolution. The 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 Note is 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 Revenue pledged under this Resolution and all the rights of the Owner
under this Resolution against all claims and demands of all persons whomsoever.
ARTICLE IX
FORM OF NOTE
Section 9.1. Form of Note. The Note shall be in substantially the following form:
(FORM OF NOTE)
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE
TRANSFERRED UNLESS THE PROPOSED ASSIGNEE IS A BANK OR A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION AND THE OWNER 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 NOTE MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS AND
CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN SECTION 3.6 OF
RESOLUTION NO. 236 OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE
CITY OF GRAND ISLAND, NEBRASKA.
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UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF HALL
COMMUNITY REDEVELOPMENT AUTHORITY
OF THE CITY OF GRAND ISLAND, NEBRASKA
THINK SMART PROPERTIES, LLC, REDEVELOPMENT PROJECT
TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2017
No. R-1 Up to $48,150
(subject to reduction as described herein)
Date of Date of Rate of
Original Issue Maturity Interest
March 15, 2017 December 31, 2032 0.00%
REGISTERED OWNER: Think Smart Properties, LLC
PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE NOTE
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 Note to be signed by the manual
signature of the Chairman of the Authority, countersigned by the manual signature of the Secretary of the
Authority.
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 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”), payable semiannually on June 30 and December 31 of each year until payment in full of
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such Principal Amount, beginning June 30, 2019, by check or draft mailed to the Registered Owner
hereof as shown on the note registration books maintained by the Registrar on the 15th day of the month
preceding the month in which the applicable payment date occurs, at such Owner’s address as it appears
on such note registration books. The principal of this Note is 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 Note 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. 236 duly passed and adopted by the Authority on
March 15, 2017, as from time to time amended and supplemented (the “Resolution”).
THE PRINCIPAL AMOUNT OF THIS NOTE IS SET FORTH IN SCHEDULE 1
ATTACHED HERETO. THE MAXIMUM PRINCIPAL AMOUNT OF THIS NOTE IS $48,150.
This Note has been issued by the Authority for the purpose of financing the costs of constructing,
reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing and completing certain
improvements within the area identified and referred to as the City of Grand Island Redevelopment Plan
Amendment for Redevelopment Area #6 December 2016, (Think Smart Properties, LLC, Project) which is
more specifically described in the Resolution, and to carry out the Authority’s corporate purposes and
powers in connection therewith.
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 Note, the nature and extent of the security thereby
created, the terms and conditions under which this Note has been issued, the rights and remedies of the
Registered Owner of this Note, and the rights, duties, immunities and obligations of the City and the
Authority. By the acceptance of this Note, the Registered Owner assents to all of the provisions of the
Resolution.
This Note is a special limited obligation of the Authority payable as to principal solely from and is
secured solely by the Tax Revenue (as defined in the Resolution) pledged under the Resolution, all on the
terms and conditions set forth in the Resolution. The Tax Revenue represents that portion of ad valorem
taxes levied by public bodies of the State of Nebraska, including the City, on real property in the 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 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.
The principal hereon shall not be payable from the general funds of the City nor the Authority nor
shall this Note 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 Note 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 Tax Revenues and other funds pledged
under the Resolution, which Tax Revenues and other funds have been and hereby are pledged to the
punctual payment of the principal of and interest on this Note in accordance with the provisions of this
Resolution.
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The Registrar 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 Note 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 Note under
the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding
principal amount of this Note under the column headed “Cumulative Outstanding Principal Amount” on the
Table. Notwithstanding the foregoing, the records maintained by the Registrar as to the principal amount
issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding
Principal Amount of this Note 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 Note by its acceptance hereof hereby assents,
for definitions of terms; the description of and the nature and extent of the security for this Note; the Tax
Revenue pledged to the payment of the principal on this Note; 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 Note; 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 Note, and this
Note 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 Note 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 Note 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 Note, 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 Note so
redeemed shall become due and payable and if money for the payment of the portion of the Note so
redeemed shall be held for the purpose of such payment by the Registrar.
This Note 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 Note. Upon such transfer, a new Note 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 note is being issued as fully a registered note without coupons. This note 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 Note have happened,
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do exist and have been performed in regular and due time, form and manner; that this Note 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 Note as provided in this Resolution.
[The remainder of this page intentionally left blank]
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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 note and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ agent to transfer the within Note on the note 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
note 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:________________________________
[The remainder of this page intentionally left blank]
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SCHEDULE 1
TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT
COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA
THINK SMART PROPERTIES, LLC, REDEVELOPMENT PROJECT
TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2017
Date
Principal Amount
Advanced
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ARTICLE X
DEFEASANCE; MONEY HELD FOR PAYMENT OF
DEFEASED NOTE
Section 10.1. Discharge of Liens and Pledges; Note No Longer Outstanding Hereunder. The
obligations of the Authority under this Resolution, including any Resolutions, 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 Note or any portion thereof, and the Note or any portion thereof shall no longer be deemed to be
outstanding hereunder and thereunder,
(a)when the any Note 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 the Note or portion thereof is not canceled or surrendered for cancellation or
subject to cancellation or so purchased, when payment of the principal of the Note or any portion
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thereof, plus interest on such principal to the due date thereof, 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 Note, in trust and irrevocably set aside exclusively
for such payment, (A) money sufficient to make such payment or (B) Escrow Obligations maturing
as to principal in such amount and at such times as will insure the availability of sufficient money to
make such payment.
Provided that, with respect to any total redemption of any Note, 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 Note or portion thereof shall no longer be outstanding hereunder, and, except
for the purposes of any such payment from such money or such Escrow Obligations, such Note or portion
thereof shall no longer be secured by or entitled to the benefits of this Resolution.
Any such money so deposited with the Registrar for any Note or portion thereof as provided in this
Section 10.1 may at the direction of the Finance Director also be invested and reinvested in Escrow
Obligations, maturing in the amounts and times as hereinbefore set forth. All income from all Escrow
Obligations in the hands of the Registrar which is not required for the payment of such Note or portion
thereof with respect to which such money shall have been so deposited, shall be paid to the Authority and
deposited in the Special Fund as and when realized and collected for use and application as is other money
deposited in that fund.
Anything in this Resolution to the contrary notwithstanding, if money or Escrow Obligations have
been deposited or set aside with the Registrar pursuant to this Section 10.1 for the payment of any Note and
such Note shall not have in fact been actually paid in full, no amendment to the provisions of this Section
10.1 shall be valid as to or binding upon the Owner thereof without the consent of such Owner.
Section 10.2. Certain Limitations After Due Date. If sufficient money or Escrow Obligations
shall have been deposited in accordance with the terms hereof with the Registrar in trust for the purpose of
paying the Notes or any portion thereof 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 or Escrow
Obligations, without liability to the Owners, in trust for the benefit of the Owners, who thereafter shall be
restricted exclusively to such money or Escrow Obligations for any claim for such payment of whatsoever
nature on his part.
Notwithstanding the provisions of the preceding paragraph of this Section 10.2, money or Escrow
Obligations held by the Registrar in trust for the payment and discharge of the principal of on any Note
which remain unclaimed for five years after the date on which such payment shall have become due and
payable, either because the Notes shall have reached their maturity date or because the entire principal
balance of the Notes 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 Note 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.
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ARTICLE XI
AMENDING AND SUPPLEMENTING OF RESOLUTION
Section 11.1. Amending and Supplementing of Resolution Without Consent of Owner. The
Authority may at any time without the consent or concurrence of the Owner of the Note adopt a resolution
amendatory hereof or supplemental hereto if the provisions of such supplemental Resolution do not
materially adversely affect the rights of the Owner of the Note, for any one or more of the following
purposes:
(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 Note;
(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 Note 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 11.1 unless in the opinion of counsel the adoption of such supplemental
Resolution is permitted by the foregoing provisions of this Section 11.1 and the provisions of such
supplemental Resolution do not materially and adversely affect the rights of the Owner of the Note.
Section 11.2. Amending and Supplementing of Resolution with Consent of Owner. With the
consent of the Owners of the Note, 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 Owner of the Note; provided, however, that, without the specific consent of
the Owner of the Note, no supplemental Resolution amending or supplementing the provisions hereof
shall: (a) change the fixed maturity date for the payment or the terms of the redemption thereof, or reduce
the principal amount of the Note or the rate of interest thereon or the Redemption Price payable upon the
redemption or prepayment thereof; (b) authorize the creation of any pledge of the Tax Revenues 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 Note except to the extent provided in Articles III and V; or
(c) deprive the Owner of the Note 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
Owner\ of the Note of the adoption of any supplemental Resolution authorized by the provisions of
Section 11.1.
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It shall not be necessary that the consents of the Owner of the Note 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 Owner of the Note shall have filed its consent to the
amending or supplementing hereof pursuant to this Section, the Authority may adopt such supplemental
Resolution.
Section 11.3. Effectiveness of Supplemental Resolution. Upon the adoption (pursuant to this
Article XI 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 Note 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 Owner of the Note 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 Note and of this Resolution for any and all purposes.
ARTICLE XII
MISCELLANEOUS
Section 12.1. 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 Chairman, Finance Director, Secretary, Planning Director and all other
officers, officials, employees and agents of the City 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 Special
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 Finance
Director 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 Note 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 Note. The
execution and delivery by the Finance Director or by any such other officers, officials, employees or agents
of the City 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 both the Authority’s and their 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 Finance Director 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 Special Counsel and financial advisors and agents, in connection with issuance and sale
of the Note, 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.
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Section 12.2. Proceedings Constitute Contract; Enforcement Thereof. The provisions of this
Resolution shall constitute a contract between the Authority and the Owner and the provisions thereof shall
be enforceable by the Owner 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.
After the issuance and delivery of any Note, 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 12.3. Benefits of Resolution Limited to the Authority and the Owner. With the
exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be
implied from this Resolution or the Note is intended or should be construed to confer upon or give to any
person other than the Authority and the Owner of the Note 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 City, the Authority and the Owner from time to time of the Note as herein and
therein provided.
Section 12.4. No Personal Liability. No officer or employee of the Authority shall be
individually or personally liable for the payment of the principal of or interest on the Note. Nothing herein
contained shall, however, relieve any such officer or employee from the performance of any duty provided
or required by law.
Section 12.5. 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 12.6. Partial Invalidity. If any one or more of the covenants or agreements or portions
thereof provided in this Resolution on the part of the City, 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 Note, but the
Owner of the Note 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 12.7. 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
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for enforcement, by any trustee or receiver appointed by or pursuant to the provisions of this Resolution, or
remedies under this Resolution.
Section 12.8. 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.
Section 12.9. Repeal of Inconsistent Resolution. Any Resolution of the City, or the Authority
and any part of any resolution, inconsistent with this Resolution is hereby repealed to the extent of such
inconsistency.
Section 12.10. Publication and Effectiveness of this Resolution. This Resolution shall take
effect and be in full force from and after its passage by the Community Redevelopment Authority of the
City.
Section 12.11 Authority to Execute Redevelopment Contract and Approve Plan. The
Chairman and Secretary are authorized and directed to execute the Redevelopment Contract, in the form
presented with such changes as the Chairman, in his discretion deems proper. The Plan is approved and
adopted.
PASSED AND ADOPTED: March 15, 2017.
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA
(SEAL)By:
Chairman
ATTEST:
By:
Secretary
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Think Smart Properties
Think Smart Properties, LLC
REDEVELOPMENT CONTRACT
This Redevelopment Contract is made and entered into as of the 15th day of March, 2017,
by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska
("Authority"), and Think Smart Properties, LLC, a Nebraska limited liability company
("Redeveloper").
WITNESSETH:
WHEREAS, the City of Grand Island, Nebraska (the "City'), in furtherance of the
purposes and pursuant to the provisions of Section 12 of Article VIII of the Nebraska
Constitution and Sections 18-2101 through 18-2154, Reissue Revised Statutes of Nebraska,
2012, as amended (collectively the "Act"), has designated an area within the City as blighted and
substandard;
WHEREAS, the Authority has adopted, after approval by the Mayor and Council of the
City, that redevelopment plan amendment entitled " Redevelopment Plan Amendment
Grand Island CRA Area #6 December 2016" (the "Redevelopment Plan");
WHEREAS, Authority and Redeveloper desire to enter into this Redevelopment Contract
in order to implement the Redevelopment Plan and provide for the redevelopment of lots and
lands located in a blighted and substandard area;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set
forth, Authority and Redeveloper do hereby covenant, agree and bind themselves as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01 Terms Defined in this Redevelopment Contract.
Unless the context otherwise requires, the following terms shall have the following
meanings for all purposes of this Redevelopment Contract, such definitions to be equally
applicable to both the singular and plural forms and masculine, feminine and neuter gender of
any of the terms defined:
"Act" means Section 12 of Article VIII of the Nebraska Constitution, Sections 18-2101
through 18-2154, Reissue Revised Statutes of Nebraska, 2012, as amended, and acts amendatory
thereof and supplemental thereto.
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"Authority" means the Community Redevelopment Authority of the City of Grand Island,
Nebraska.
"City" means the City of Grand Island, Nebraska.
"Governing Body" means the Mayor and City Council of the City.
"Holder(s)" means the registered owner or owners of Indebtedness issued by the Authority
from time to time outstanding.
"Indebtedness" means any notes, loans, and advances of money or other indebtedness,
including interest and premium, if any, thereon, incurred by the Authority pursuant to the
Resolution and Article III hereof to provide financing for a portion of the Project Costs and
secured in whole or in part by TIF Revenues. The Indebtedness as initially issued by the
Authority shall consist of the Authority's Tax Increment Development Revenue Note (Think Smart
Development Project), Series 2017, to be issued in an amount not to exceed $48,150.00 in
substantially the form set forth on Exhibit C and purchased by the Redeveloper as set forth in
Section 3.04 of this Redevelopment Contract.
"Liquidated Damages Amount' means the amounts to be repaid to Authority by
Redeveloper pursuant to Section 6.02 of this Redevelopment Contract.
"Project" means the improvements to the Redevelopment Project Area, as further
described in Exhibit B attached hereto and incorporated herein by reference and, as used herein,
shall include the Redevelopment Project Property and additions and improvements thereto.
"Project Cost Certification" means a statement prepared and signed by the Redeveloper
verifying the Redeveloper has paid the Project Costs identified on Exhibit D.
"Project Costs" means only costs or expenses incurred by Redeveloper for the purposes
set forth in §l8-2103(12)(a) through (f), inclusive, including the providing for such costs by the
exercise of the powers set forth in §18-2107(4) of the Act, all as identified on Exhibit D. Project
Costs shall include, but not be limited to demolition and rehabilitation expenditures, all
improvements related to Project public infrastructure costs, site preparation costs, utility
extensions and costs of the Authority for legal and plan preparation, all as described in Section
3.04 of this Redevelopment Contract.
"Redeveloper" means Think Smart Properties, LLC, a Nebraska limited liability
company.
"Redevelopment Project Area" means that certain real property situated in the City of
Grand Island, Hall County, Nebraska which has been declared blighted and substandard by the
City pursuant to the Act, and which is more particularly described on Exhibit A attached hereto
and incorporated herein by this reference. All such legal descriptions are subject to change based
upon any re-platting requested by the Redeveloper and approved by the City.
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Think Smart Properties
"Redevelopment Project Property" means all of the Redevelopment Project Area which is
the site for the improvements constituting the Project, as more particularly described on Exhibit
A attached hereto and incorporated herein by this reference.
"Redevelopment Contract" means this redevelopment contract between the Authority and
Redeveloper with respect to the Project.
"Redevelopment Plan" means the Redevelopment Plan Amendment (also defined in the
recitals hereto) for the Redevelopment Project Area related to the Project, as attached hereto as
Exhibit B, prepared by the Authority, approved by the City and adopted by the Authority
pursuant to the Act.
"Resolution" means the Resolution of the Authority authorizing the issuance of the
Indebtedness, as supplemented from time to time, and also approving this Redevelopment
Contract.
"TIF Revenues" means incremental ad valorem taxes generated on the Redevelopment
Project Property by the Project which are to be allocated to and paid to the Authority pursuant to
the Act.
Section 1.02 Construction and Interpretation.
The provisions of this Redevelopment Contract shall be construed and interpreted in
accordance with the following provisions:
(a)Whenever in this Redevelopment Contract it is provided that any person may
do or perform any act or thing the word “may" shall be deemed permissive and not
mandatory and it shall be construed that such person shall have the right, but shall not be
obligated, to do and perform any such act or thing.
(b)The phrase "at any time" shall be construed as meaning at any time or from
time to time.
(c)The word "including" shall be construed as meaning "including, but not
limited to."
(d)The words "will" and "shall" shall each be construed as mandatory.
(e)The words "herein," "hereof," "hereunder", "hereinafter" and words of
similar import shall refer to the Redevelopment Contract as a whole rather than to any
particular paragraph, section or subsection, unless the context specifically refers thereto.
(f)Forms of words in the singular, plural, masculine, feminine or neuter shall be
construed to include the other forms as the context may require.
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Think Smart Properties
(g)The captions to the sections of this Redevelopment Contract are for
convenience only and shall not be deemed part of the text of the respective sections and
shall not vary by implication or otherwise any of the provisions hereof.
ARTICLE II
FINDINGS AND REPRESENTATIONS
Section 2.01 Findings of Authority.
The Authority makes the following findings:
(a)The Authority is a duly organized and validly existing community
Redevelopment Authority under the Act.
(b)The Redevelopment Plan has been duly approved by the City and adopted by
the Authority pursuant to Sections 18-2109 through 18-2117 of the Act.
(c)The Authority deems it to be in the public interest and in furtherance of the
purposes of the Act to accept the proposal submitted by Redeveloper as specified herein.
(d)The Redevelopment Project is expected to achieve the public purposes of the
Act by among other things, increasing employment, improving public infrastructure,
increasing the tax base, and lessening blighted and substandard conditions in the
Redevelopment Project Area and other purposes set forth in the Act.
(e)(1) The Redevelopment Plan is feasible and in conformity with the general
plan for the development of the City as a whole and the Redevelopment Plan is in
conformity with the legislative declarations and determinations set forth in the Act, and
(2) Based on representations made by the Redeveloper and information
provided to the Authority:
(i)the Project would not be economically feasible without the use of
tax-increment financing, and
(ii)the Project would not occur in the Redevelopment Project Area
without the use of tax-increment financing.
(f) The Authority has determined that the costs and benefits of the Project,
including costs and benefits to other affected political subdivisions, the economy of the
community, and the demand for public and private services have been analyzed by the
Authority and have been found to be in the long-term best interest of the community
impacted by the Project.
(g) The Authority has determined that the proposed land uses and building
requirements in the Redevelopment Area are designed with the general purpose of
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accomplishing, in conformance with the general plan, a coordinated, adjusted, and
harmonious development of the City and its environs which will, in accordance with
present and future needs, promote health, safety, morals, order, convenience, prosperity,
and the general welfare, as well as efficiency and economy in the process of development:
including, among other things, adequate provision for traffic, vehicular parking, the
promotion of safety from fire, panic, and other dangers, adequate provision for light and
air, the promotion of the healthful and convenient distribution of population, the provision
of adequate transportation, water, sewerage and other public utilities, schools, parks,
recreational and community facilities, and other public requirements, the promotion of
sound design and arrangement, the wise and efficient expenditure of public funds, and the
prevention of the recurrence of insanitary or unsafe dwelling accommodations, or
conditions of blight.
Section 2.02 Representations of Redeveloper.
The Redeveloper makes the following representations:
(a)The Redeveloper is a Nebraska limited liability company having the power
to enter into this Redevelopment Contract and perform all obligations contained herein
and by proper action has been duly authorized to execute and deliver this Redevelopment
Contract. Prior to the execution and delivery of this Redevelopment Contract, the
Redeveloper has delivered to the Authority a certificate of good standing, a certified copy
of the Redeveloper's by-laws and a certified copy of the resolution or resolutions
authorizing the execution and delivery of this Redevelopment Contract.
(b)The execution and delivery of this Redevelopment Contract and the
consummation of the transactions herein contemplated will not conflict with or constitute
a breach of or default under any debenture, note or other evidence of indebtedness or any
contract, loan agreement or lease to which Redeveloper is a party or by which it is bound,
or result in the creation or imposition of any lien, charge or encumbrance of any nature
upon any of the property or assets of the Redeveloper contrary to the terms of any
instrument or agreement.
(c)There is no litigation pending or to the best of its knowledge threatened
against Redeveloper affecting its ability to carry out the acquisition, construction,
equipping and furnishing of the Project or the carrying into effect of this Redevelopment
Contract or in any other matter materially affecting the ability to Redeveloper to perform
its obligations hereunder.
(d)The Project would not be economically feasible without the use of tax
increment financing.
(e)The Project would not occur in the Redevelopment Project Area without the
use of tax-increment financing.
ARTICLE III
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Think Smart Properties
OBLIGATIONS OF THE AUTHORITY
Section 3.01 Division of Taxes.
In accordance with Section 18-2147 of the Act and the terms of the Resolution, the
Authority hereby provides that any ad valorem tax on any Lot or Lots located in the
Redevelopment Project Area for the benefit of any public body be divided for a period of fifteen
years after the effective date (the “Effective Date”), as described in Section 18-2147 (1) of the
Act, which Effective Date shall be the January 1, 2018. Said taxes shall be divided as follows:
(a)That portion of the ad valorem tax on the real estate located in the
Redevelopment Project Area which is produced by levy at the rate fixed each year by or
for each public body upon the "redevelopment project valuation" (as defined in the Act)
of the Redevelopment Project Area 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 Area in excess of such amount (the "Incremental Ad Valorem Tax"), if any, shall
be allocated to, is pledged to, and, when collected, paid into a special fund of the
Authority (designated in the Resolution as the "Note Fund") to pay the principal of, the
interest on, and any premium due in connection with the Indebtedness. When such
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 Phase shall be paid into the funds of the respective public bodies.
Section 3.02 Issuance of Indebtedness
The Authority shall authorize the issuance of the Indebtedness in the form and stated
principal amount and bearing interest and being subject to such terms and conditions as are
specified in the Resolution and this Redevelopment Contract; provided, at all times the
maximum amount of the Indebtedness shall be limited to the lesser of (i) the stated face amount
of the Indebtedness, or (ii) the sum of all Project Costs incurred by the Redeveloper as set forth
on Exhibit D. No Indebtedness will be issued until Redeveloper has acquired fee title to the
Redevelopment Project Property and become obligated for construction of the additions and
improvements forming a part of the Project as described in the Plan.
Prior to December 15, 2017, the Authority shall issue one Tax Increment Development
Revenue Note, in one taxable series, in a maximum principal amount of $48,150.00, in
substantially the form shown on the attached Exhibit C (“TIF Note”), for net funds available to
be purchased by Redeveloper (“TIF Note Purchaser”), in a written form acceptable to
Authority’s attorney, and receive Note proceeds from the TIF Note Purchaser in said amount. At
the option of the Authority, the Authority shall make a grant to Redeveloper in such amount, and
such grant shall offset TIF Note Purchaser’s obligation to purchase the TIF Note. Subject to the
terms of this Agreement and the Resolution, the Authority’s Treasurer on behalf of the Authority
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shall have the authority to determine the timing of issuing the Indebtedness and all the other
necessary details of the Indebtedness.
The Redeveloper agrees to purchase the Indebtedness at a price equal to the principal
amount thereof, in a private placement satisfactory to the Authority as to its terms and
participants (including any pledgee thereof). Neither the Authority nor the City shall have any
obligation to provide for the sale of the Indebtedness. It is the sole responsibility of the
Redeveloper to affect the sale of the Indebtedness by purchasing the Indebtedness in accordance
with the terms of this Redevelopment Contract and the Resolution. Redeveloper acknowledges
that it is its understanding and the Authority's understanding that interest on the Indebtedness
will be includable in gross income for federal income tax purposes and subject to Nebraska State
income taxation.
Section 3.03 Pledge of Revenues.
Under the terms of the Resolution, the Authority pledges 100% of the available annual
TIF Revenues derived from the Redevelopment Project Property as security for and to provide
payment of the Indebtedness as the same fall due (including payment of any mandatory
redemption amounts set for the Indebtedness in accordance with the terms of the Resolution).
Section 3.04 Purchase and Pledge of Indebtedness/Grant of Net Proceeds of Indebtedness.
The Redeveloper has agreed to purchase the Indebtedness from the Authority for a price
equal to the principal amount thereof, payable as provided in Section 3.02 and this Section 3.04.
The Redevelopment Plan provides for the Redeveloper to receive a grant under this
Redevelopment Contract. In accordance with the terms of the Redevelopment Plan the
Redeveloper is to receive a grant sufficient to pay the costs of site acquisition, demolition and
rehabilitation expenditures, all improvements related to Project public infrastructure costs, site
preparation costs, utility extensions and costs of the Authority for legal and plan preparation
including those items described on Exhibit D (the "Project Costs"), in the aggregate maximum
amount not to exceed $48,150.00. Notwithstanding the foregoing, the aggregate amount of the
Indebtedness and the grant shall not exceed the amount of Project Costs as certified pursuant to
Section 4.02 of this Redevelopment Contract. Such grant shall be made to the Redeveloper upon
certification of Project Costs as set forth herein and in the Resolution, and payment purchase of
the Indebtedness as provided in Section 3.02, unless Redeveloper elects to offset the payment of
the purchase of the Indebtedness with the grant proceeds as provided herein and in the
Resolution. The Authority shall have no obligation to provide grant funds from any source other
than as set forth in the Resolution and this Redevelopment Contract.
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Section 3.05 Creation of Funds.
In the Resolution, the Authority has provided for the creation of the following funds and
accounts which funds shall be held by the Authority separate and apart from all other funds and
moneys of the Authority and the City:
(a)a special trust fund called the “Think Smart Redevelopment Project Note Fund” (the “Note
Fund”). All of the TIF Revenues shall be deposited into the Note Fund. The TIF Revenues
accumulated in the Note Fund shall be used and applied on the Business Day prior to each Interest
Payment Date (i) to make any payments to the City or the Authority as may be required under the
Redevelopment Contract and (ii) to pay principal of or interest on the Note to the extent of any
money then remaining the Note Fund on such Interest Payment Date. Money in the Note Fund shall
be used solely for the purposes described herein and in the Resolution. All Revenues received
through and including December 31, 2032 shall be used solely for the payments required herein and
by the Resolution; and
(b)a special trust fund called the “Think Smart Redevelopment Project Fund” (the “Project
Fund”) The Authority shall disburse any money on deposit in the Project Fund from time to time to
pay or as reimbursement for payment made for the Project Costs in each case within 5 Business
Days after completion of the steps set forth herein and in the Resolution. If a sufficient amount to
pay a properly completed Disbursement Request (as defined in Section 4.02) is not in the Project
Fund at the time of the receipt by the Authority of such request, the Authority shall notify the owner
of the Note and such owner may deposit an amount sufficient to pay such request with the Authority
for such payment. As set forth in the Resolution, if the Redeveloper is the owner of the Note and
the Redeveloper so elects, the Authority shall make a grant to Redeveloper in the amount of an
approved Disbursement Request; in such event, the approved Disbursement Request amount shall
offset funding of the Note.
ARTICLE IV
OBLIGATIONS OF REDEVELOPER
Section 4.01 Construction of Project; Note; Insurance.
(a) Redeveloper will acquire the Project, demolish and rehabilitate structures on the site,
prepare the site for redevelopment, install all required utilities and improvements in the public
right-of-way in accordance with the plans and specifications provided to the Authority.
Redeveloper will coordinate with the City for the City’s design and construction required for the
installation of all public infrastructure improvements and right-of-way improvements. The
Redeveloper shall provide and pay for infrastructure installation.
Redeveloper shall pay for the costs of site acquisition, site preparation, demolition and
rehabilitation, utility extension, public infrastructure and costs of the Authority as set forth on
Exhibit D, from the grant provided in Section 3.04 hereof. Redeveloper shall be solely
responsible for obtaining all permits and approvals necessary to acquire, construct and equip the
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Project. Until construction of the Project has been completed, Redeveloper shall make reports in
such detail and at such times as may be reasonably requested by the Authority as to the actual
progress of Redeveloper with respect to construction of the Project. Such reports shall include
actual expenditures incurred as described on Exhibit D.
(b) Any general contractor chosen by the Redeveloper shall be required to obtain and keep
in force at all times until completion of construction, policies of insurance including coverage for
contractors' general liability and completed operations and a penal bond as required by the Act or
as is otherwise required by law. The City, the Authority and the Redeveloper shall be named as
additional insureds. Any contractor chosen by the Redeveloper or the Redeveloper itself, as
owner, shall be required to purchase and maintain property insurance upon the Project to the full
insurable value thereof. This insurance shall insure against the perils of fire and extended
coverage and shall include “All Risk" insurance for physical loss or damage. The contractor
with respect to any specific contract or the Redeveloper shall also carry insurance on all stored
materials. The contractor or the Redeveloper, as the case may be, shall furnish the Authority and
the City with a Certificate of Insurance evidencing policies as required above. Such certificates
shall state that the insurance companies shall give the Authority prior written notice in the event
of cancellation of or material change in any of any of the policies.
(c) Notwithstanding any provision herein to the contrary, in the event Redeveloper has
not acquired fee simple title to the Redevelopment Project Area on or before July 1, 2017, this
Redevelopment Contract shall be null and void and of no force or effect, effective as of the date
of execution hereof, and neither party shall have any liability or obligation to the other party with
respect hereto.
(d) The Redeveloper shall provide a payment and performance bond from a bond company
doing business in the state of Nebraska in the total amount of all Redevelopment Project Costs or
such other amount as shall be approved by the Authority. The City and Authority shall be named
as beneficiaries under such bond.
Section 4.02 Cost Certification & Disbursement of Note Proceeds.
Proceeds of the Note may be advanced and disbursed in the manner set forth below:
(a)There shall be submitted to the Authority a grant disbursement request (the
“Disbursement Request”), executed by the Director of the City’s Planning Department and an
authorized representative of the Redeveloper, (i) certifying that a portion of the Project has been
substantially completed and (ii) certifying the actual costs incurred by the Redeveloper in the
completion of such portion of the Project.
(b)If the costs requested for reimbursement under the Disbursement Request are
currently reimbursable under Exhibit D of this Redevelopment Contract and the Community
Redevelopment Law, the Authority shall evidence such allocation in writing and inform the owner
of the Note of any amounts allocated to the Note.
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(c)Upon notification from the Authority as described in Section 4.02(b), deposits to the
accounts in the Project Fund may be made from time to time from funds received by the Authority
from the owner of the Note (if other than the Redeveloper) 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 Note and the Treasurer of the Authority shall inform
the Registrar (as defined in the Note Resolution) in writing of the date and amount of such deposits.
At the option of the Redeveloper, if the Redeveloper is the owner of the Note, the Authority shall
make a grant to Redeveloper in the amount of the approved Disbursement Request; in such event,
the approved Disbursement Request amount shall offset funding of the Note. The Registrar shall
keep and maintain a record of the amounts deposited into the Project Fund from Note 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 Note. The aggregate amount deposited into the Project Fund from
proceeds of the Note shall not exceed $48,150.00.
Section 4.03 No Discrimination.
Redeveloper agrees and covenants for itself its successors and assigns that it will not
discriminate against any person or group of persons on account of race, sex, color, religion,
national origin, ancestry, disability, marital status or receipt of public assistance in connection
with the Project. Redeveloper, for itself and its successors and assigns, agrees that during the
construction of the Project, Redeveloper will not discriminate against any employee or applicant
for employment because of race, religion, sex, color, national origin, ancestry, disability, marital
status or receipt of public assistance. Redeveloper will comply with all applicable federal, state
and local laws related to the Project.
Section 4.04 Assignment or Conveyance.
This Redevelopment Contract shall not be assigned by the Redeveloper without the
written consent of the Authority. Such consent shall not be unreasonably withheld. Redeveloper
agrees that it shall not convey any Lot or any portion thereof or any structures thereon to any
person or entity that would be exempt from payment of real estate taxes, and that it will not make
application for any structure, or any portion thereof, to be taxed separately from the underlying
land of any Lot.
Section 4.50 Payment of Authority Costs.
Redeveloper shall pay to the Authority the following sums upon execution hereof:
a. $3,600 for legal expenses of Authority
b. $1,000 for City and Authority administrative accounting of incremental tax payments.
c. $1,100 Application fee
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ARTICLE V
FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES
Section 5.01 Financing
Redeveloper shall pay all costs related to the redevelopment of the Redevelopment Project
Area and the Redevelopment Project Property which are in excess of the amounts paid from the
proceeds of the grant provided from the proceeds of the Indebtedness and granted to
Redeveloper. Redeveloper shall timely pay all costs, expenses, fees, charges and other amounts
associated with the Project.
ARTICLE VI
DEFAULT, REMEDIES; INDEMNIFICATION
Section 6.01 General Remedies of Authority and Redeveloper.
Subject to the further provisions of this Article VI, in the event of any failure to perform
or breach of this Redevelopment Contract or any of its terms or conditions, by any party hereto
or any successor to such party, such party, or successor, shall, upon written notice from the other,
proceed immediately to commence such actions as may be reasonably designed to cure or
remedy such failure to perform or breach which cure or remedy shall be accomplished within a
reasonable time by the diligent pursuit of corrective action. In case such action is not taken, or
diligently pursued, or the failure to perform or breach shall not be cured or remedied within a
reasonable time, this Redevelopment Contract shall be in default and the aggrieved party may
institute such proceedings as may be necessary or desirable to enforce its rights under this
Redevelopment Contract, including, but not limited to, proceedings to compel specific
performance by the party failing to perform or in breach of its obligations. The Redeveloper
hereby acknowledges and agrees that the Authority shall have completed its required
performances and satisfied all of its obligations under this Redevelopment Contract upon the
issuance of the Indebtedness and the subsequent payment of grant amounts to the Redeveloper as
set forth in Article III hereof and by complying with the obligations of all Redevelopment
Contract Amendments.
Section 6.02 Additional Remedies of Authority
In the event that (each such event an "event of default"):
(a)the Redeveloper, or its successor in interest, shall fail to commence the
construction of the improvements included in the Project Costs on or before July 1, 2017,
or shall abandon construction work related to the Project Costs, once commenced, for any
period of 180 days, excepting delays caused by inclement weather,
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(b)the Redeveloper, shall fail to pay real estate taxes or assessments on the
Redevelopment Project Property owned by the Redeveloper or any part thereof when due;
and
(c)there is a violation of any other provision of this Redevelopment Contract,
and such failure or action by the Redeveloper has not been cured within 90 days following
written notice from Authority, then the Redeveloper shall be in default of this
Redevelopment Contract.
In the event of such failure to perform, breach or default occurs and is not cured in the
period herein provided, the parties agree that the damages caused to the Authority would be
difficult to determine with certainty and that a reasonable estimation of the amount of damages
that could be incurred is the amount of the grant to Redeveloper pursuant to Section 3.04 of this
Redevelopment Contract, less any reductions in the principal amount of the Indebtedness, plus
interest on such amounts as provided herein (the "Liquidated Damages Amount"). Upon the
occurrence of an event of default, the Liquidated Damages Amount shall be paid by Redeveloper
to Authority within 30 days of demand from Authority given to the Redeveloper.
Interest shall accrue on the Liquidated Damages Amount at the rate of three percent (3%)
per annum and interest shall commence from the date that the Authority gives notice to the
Redeveloper demanding payment.
Payment of the Liquidated Damages Amount shall not relieve Redeveloper of its
obligation to pay real estate taxes or assessments with respect to the Redevelopment Project
Property and the Project.
Redeveloper, on or before contracting for work included within the Project Costs, shall
furnish to the Authority copies of labor and materials payment bonds and performance bonds for
each contract entered into by Redeveloper related to Project Costs. Each such bond shall show
the Authority and the City as well as the Redeveloper as beneficiary of any such bond, as and to
the extent commercially obtainable (as determined in the discretion of the Authority). In
addition, the Redeveloper shall provide a penal bond with good and sufficient surety to be
approved by the Authority, conditioned that the Redeveloper shall at all times promptly make
payments of all amounts lawfully due to all persons supplying or furnishing to any contractor or
his or her subcontractors (for each contract entered into by Redeveloper related to Project Costs)
with labor or materials performed or used in the prosecution of the work provided for in such
contract, and will indemnify and save harmless the Authority to the extent of any payments in
connection with the carrying out of such contracts which the Authority may be required to make
under the law.
Section 6.03 Remedies in the Event of Other Redeveloper Defaults.
In the event the Redeveloper fails to perform any other provisions of this Redevelopment
Contract (other than those specific provisions contained in Section 6.02), the Redeveloper shall
be in default. In such an instance, the Authority may seek to enforce the terms of this
Redevelopment Contract or exercise any other remedies that may be provided in this
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Redevelopment Contract or by applicable law; provided, however, that any defaults covered by
this Section shall not give rise to a right or rescission on termination of this Redevelopment
Contract, and shall not be covered by the Liquidated Damages Amount.
Section 6.04 Forced Delay Beyond Party's Control.
For the purposes of any of the provisions of this Redevelopment Contract, neither the
Authority nor the Redeveloper, as the case may be, nor any successor in interest, shall be
considered in breach of or default in its obligations with respect to the conveyance or preparation
of the Redevelopment Area or any part thereof for redevelopment, or the beginning and
completion of construction of the Project, or progress in respect thereto, in the event of forced
delay in the performance of such obligations due to unforeseeable causes beyond its control and
without its fault or negligence, including, but not restricted to, acts of God, or of the public
enemy, acts of the Government, acts of the other party, fires, floods, epidemics, quarantine
restrictions, strikes, freight embargoes, and unusually severe weather or delays in subcontractors
due to such causes; it being the purpose and intent of this provision that in the event of the
occurrence of any such forced delay, the time or times for performance of the obligations of the
Authority or of the Redeveloper with respect to construction of the Project, as the case may be,
shall be extended for the period of the forced delay: Provided, that the party seeking the benefit
of the provisions of this section shall, within thirty (30) days after the beginning of any such
forced delay, have first notified the other party thereto in writing, and of the cause or causes
thereof and requested an extension for the period of the forced delay.
Section 6.05 Limitations of Liability; Indemnification.
Notwithstanding anything in this Article VI or this Redevelopment Contract to the
contrary, neither the City, the Authority, nor their respective elected officials, officers, directors,
appointed officials, employees, attorneys, agents or their governing bodies shall have any
pecuniary obligation or monetary liability under this Redevelopment Contract. The sole
obligation of the Authority under this Redevelopment Contract shall be the issuance of the
Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, and full
compliance with the terms specifically set forth Article III hereof and payment of TIF Revenues
pledged pursuant to the Resolution. The Redeveloper releases the City and Authority from,
agrees that neither the City nor Authority shall be liable for, and agrees to indemnify and hold
the City and Authority harmless from any liability for any loss or damage to property or any
injury to or death of any person that may be occasioned by any cause whatsoever pertaining to
the Project.
The Redeveloper will indemnify and hold each of the City and Authority and their
respective elected officials, directors, officers, appointed officials, attorneys, agents, employees
and members of their governing bodies free and harmless from any loss, claim, damage, demand,
tax, penalty, liability, disbursement, expense, excluding litigation expenses, attorneys' fees and
expenses, or court costs arising out of any damage or injury, actual or claimed, of whatsoever
kind or character, to property (including loss of use thereof) or persons, occurring or allegedly
occurring in, on or about that portion of the Project owned by the Redeveloper, during the term
of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, related to
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activities of the Redeveloper or its agents during the construction of the public infrastructure or
public right of ways in the Project.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Notice Recording.
This Redevelopment Contract or a notice memorandum of this Redevelopment Contract
may be recorded in the office of the Register of Deeds of Hall County, Nebraska.
Section 7.02 Governing Law.
This Redevelopment Contract shall be governed by the laws of the State of Nebraska,
including but not limited to the Act.
Section 7.03 Binding Effect: Amendment, Assignment.
This Redevelopment Contract shall be binding on the parties hereto and their respective
successors and assigns. The Redevelopment Contract shall not be amended except by a writing
signed by the party to be bound. The Redeveloper may assign its rights and obligations to a
controlled entity which shall be bound by all the terms hereof.
Section 7.04 Effective Date and Implementation of Redevelopment Contract.
This Agreement is in full force and effect from and after the date of execution hereof by
both the Redeveloper and the Authority.
Section 7.05 Notices to Parties.
Notices to Parties shall be mailed by U. S. Mail to the following addresses:
Redeveloper:
Think Smart Properties, LLC
P.O. Box 5632
Grand Island, NE 68802-5632
Authority and City:
Director
Grand Island Community Redevelopment Authority
Hall County Regional Planning Department
100 E 1st Street
P.O. Box 1968
Grand Island, NE 68802
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IN WITNESS WHEREOF, City and Redeveloper have signed this Redevelopment Contract as
of the date and year first above written.
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF
ATTEST:GRAND ISLAND, NEBRASKA
____________________________ By:________________________
Secretary Chairman
STATE OF NEBRASKA )
) SS
COUNTY OF HALL )
The foregoing instrument was acknowledged before me this 15th day of March, 2017, by
________________ and ________________, Chairman and Secretary, respectively, of the
Community Redevelopment Authority of the City of Grand Island, Nebraska, on behalf of the
Authority.
____________________________
Notary Public
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Think Smart Properties, LLC
By:______________________
Manager
STATE OF NEBRASKA )
) SS
COUNTY OF HALL )
The foregoing instrument was acknowledged before me this 15th day of March ,2017, by
__________________________, Manager of Think Smart Properties, LLC, on behalf of the
limited liability company.
________________________
Notary Public
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EXHIBIT A
DESCRIPTION OF REDEVELOPMENT AREA
Lot One, Block 29, Packer and Barr’s Second Addition to the City of Grand Island, Hall County,
Nebraska.
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EXHIBIT B
REDEVELOPMENT PLAN
[Attach copy of Redevelopment Plan Amendment]
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EXHIBIT C
(FORM OF NOTE)
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF HALL
COMMUNITY REDEVELOPMENT AUTHORITY
OF THE CITY OF GRAND ISLAND, NEBRASKA
TAX INCREMENT DEVELOPMENT REVENUE NOTE
(THINK SMART REDEVELOPMENT PROJECT), SERIES 2017
No. R-1 Up to $48,150.00
(subject to reduction as described herein)
Date of Date of Rate of
Original Issue Maturity Interest
March 15, 2017 December 31, 2032 0.0%
REGISTERED OWNER: Think Smart Properties, LLC
PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE
NOTE 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 Note to
be signed by the manual signature of the Chairman of the Authority, countersigned by the
manual signature of the Secretary of the Authority, 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 June 1 and December 1 of
each year until payment in full of such Principal Amount, beginning June 1, 2019, by check or
draft mailed to the Registered Owner hereof as shown on the Note 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 Note registration
books. The principal of this Note 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 Note 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. 236 duly passed and adopted by
the Authority on March 15, 2017, as from time to time amended and supplemented (the
“Resolution”).
THE PRINCIPAL AMOUNT OF THIS NOTE IS SET FORTH IN SCHEDULE 1
ATTACHED HERETO. THE MAXIMUM PRINCIPAL AMOUNT OF THIS NOTE IS
$48,150.00.
This Note is a special limited obligation of the Authority payable as to principal and
interest solely from and is secured solely by the Revenue (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 Revenue represents that portion of ad valorem taxes levied by public
bodies of the State of Nebraska, including the City, on real property in the 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 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 Note, the nature and extent of
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the security thereby created, the terms and conditions under which this Note has been issued, the
rights and remedies of the Registered Owner of this Note, and the rights, duties, immunities and
obligations of the City and the Authority. By the acceptance of this Note, 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 Note 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 Note 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 Note 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 Note 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 Note under the column headed “Principal Amount
Redeemed” on the Table and may enter the then outstanding principal amount of this Note 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 Note shall be the official records of the Cumulative Outstanding Principal
Amount of this Note 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 Note by its acceptance hereof
hereby assents, for definitions of terms; the description of and the nature and extent of the security
for this Note; the Revenue and other money and securities pledged to the payment of the principal
of and interest on this Note; 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 Note; 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 Note,
and this Note 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 Note is subject to redemption prior to maturity, at the option of the Authority, in
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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 Note 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 Note, 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 Note so redeemed shall become due and payable and if
money for the payment of the portion of the Note 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 Note 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 Note. Upon such transfer, a new Note 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 Note is being issued as fully a registered Note without coupons. This Note 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 Note
have happened, do exist and have been performed in regular and due time, form and manner; that
this Note 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 Note as
provided in this Resolution.
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Grand Island Regular Meeting - 3/15/2017 Page 74 / 151
Think Smart Properties
(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 Note and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ agent to transfer the within Note on the Note 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 Note 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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Grand Island Regular Meeting - 3/15/2017 Page 75 / 151
Think Smart Properties
SCHEDULE 1
TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT
COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA
THINK SMART REDEVELOPMENT PROJECT
TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2017
Date
Principal
Amount
Advanced
Principal
Amount
Redeemed
Cumulative
Outstanding
Principal
Amount
Notation
Made
By
Grand Island Regular Meeting - 3/15/2017 Page 76 / 151
Think Smart Properties
Exhibit D
Project Costs
Redevelopment Project Costs
1. Site Acquisition $28,000.00
2. Site preparation $ 3,000.00
3. Right of way concrete $ 6,650.00
4. CRA fees and legal $ 5,700.00
5. Planning (legal, engineering and design)$ 4,800.00
TOTAL $48,150.00
Grand Island Regular Meeting - 3/15/2017 Page 77 / 151
Think Smart Properties, LLC
March 15, 2017
Community Redevelopment Authority of the City
of Grand Island, Nebraska
Grand Island, NE
Not to Exceed $48,150
Community Redevelopment Authority of the City of Grand Island, Nebraska
Think Smart Properties, LLC, Redevelopment Project
Tax Increment Development Revenue Note
Ladies and Gentlemen,
The undersigned agrees to purchase the Note issued by the Community Redevelopment Authority
of the City of Grand Island (the “Issuer”), as specified on the attached Schedule I (the “Note”) and for
consideration received, the undersigned (the “Purchaser”) hereby certifies as follows:
1.The Purchaser has based its decision to invest in the Note solely on its own review and
negotiation of the documents providing for the issuance of the Note (the “Transaction Documents”) and
its own investigation, discussion, review, underwriting credit analysis and related undertakings with
respect to the TIF Project.
2.It is understood that the Purchaser has undertaken to verify the accuracy, completeness
and truth of any statements made concerning the transaction reflected in the Transaction Documents,
including information regarding the business and financial condition of Think Smart Properties, LLC (the
“Company”) and the TIF Project, and including, but not limited to, the circumstances under which the
Note may be redeemed or defeased prior to its maturity, in whole or in part, and any credit or
reinvestments risks associated with redemption or defeasing the Note, underwriting and analyzing the
credit of the TIF Project, the Company and the credit risks associated with the sources of payments made
on, or with respect to, the Note. The Purchaser has conducted its own investigation of the transaction
reflected in the Transaction Documents, including information regarding the business and financial
condition of the Company.
3.The Purchaser has met with the Company and/or its designated representatives and has
been afforded the opportunity to ask such questions of them as the Purchaser has deemed necessary in
making its investment decisions, including, but not limited to, the circumstances under which the Note
may be redeemed or defeased, in whole or in part, prior to its maturity, and the credit and investment risks
associated with redemption or defeasance of the Note.
4.The Purchaser is familiar with the condition, financial and otherwise, of the Company,
and the Company has made available to the Purchaser the opportunity to request and obtain all of the
information referred to in the Transaction Documents to evaluate the merits and risks of an investment in
the Note.
5. The Purchaser has been offered copies of, or full access to, each of the Transaction
Documents and all documents relating to the terms and conditions of the offering and the issuance of the
Grand Island Regular Meeting - 3/15/2017 Page 78 / 151
Think Smart Properties, LLC
Note (including, but not limited to, information regarding payment, redemption, defeasance and security
with respect to the Note, and all records, reports, financial statements and other information concerning
the TIF Project, the Company and any third parties which is or may be pertinent to the source of payment
redemption, defeasance and security for the Note) which, as a sophisticated and reasonable investor, the
Purchaser has requested and to which, as a sophisticated and reasonable investor, the Purchaser would
attach significance in making investment decisions.
6.The 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 Purchaser can bear the economic risk of its investment in the Note and
has such knowledge and experience in business and financial matters, including purchase and ownership
of municipal and other obligations, and the analysis of purchasing similar speculative, unrated, real-estate
secured investments, as to be capable of evaluating the merits and risks of the investment represented by
its investment in the Note and is aware of the intended use of the proceeds of the Note and the risks
involved therein.
7.The Purchaser is duly and legally authorized to purchase obligations such as the Note and
its investment in the Note is a lawful investment for it under all applicable laws.
8.The Note has been purchased for the account of the Purchaser for its own investment
with its own unencumbered funds. The Purchaser has not borrowed funds or pledged any collateral
(including, but not limited to, the Note) in connection with its purchase of the Note, and the Purchaser has
not undertaken, has not agreed to undertake and neither does the Purchaser have the intention of
undertaking, any distribution, securitization, hypothecation transfer, resale, pledge, collateralization or
any other encumbrance on or disposal of the Note (or any portion thereof or interest therein) (any such
action (whether before or after the purchase of the Note by the Purchaser) constituting a “Transfer of Note
Interest”). The Purchaser holds, and intends to hold, the Note for its own account and for an indefinite
period of time and does not intend to take any action which could constitute a Transfer of Note Interest.
The Purchaser understands that any Transfer of Note Interest is restricted pursuant to the terms of this
Purchase Letter. The Purchaser is not acting as an “underwriter” within the meaning of that term under
federal or Nebraska state laws.
9.The Purchaser acknowledges and represents that it has been advised the Note is not
registered under the Securities Act of 1933, as amended (the “1933 Act”), or any federal or state
securities agency or commission, and that the Company is not presently required to register under Section
12 of the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and that no trading market
now exists for the Note. The Purchaser realizes that if the Purchaser undertakes any Transfer of Note
Interest, there may not be available current business and financial information about the Company or the
TIF Project. The Purchaser understands that any Transfer of Note Interest is restricted pursuant to the
terms of this Purchase Letter, including, but not limited to, the requirement that prior to the date on which
any such Transfer of Note Interest is to be completed, the transferee sign a Purchase Letter substantially
identical to this Purchase Letter and otherwise in form satisfactory to the Issuer, and each of the
conditions in paragraph 14 below shall have been satisfied. Accordingly, the Purchaser understands that
it may need to bear risks of investment in the Note for an indefinite period of time since any Transfer of
Note Interest prior to the maturity of the Note may not be possible or may be at a price below that which
the Purchaser is paying for the Note.
Grand Island Regular Meeting - 3/15/2017 Page 79 / 151
Think Smart Properties, LLC
10.The Purchaser acknowledges that the Note is being purchased in a direct private
placement negotiated between the Issuer and the Purchaser in which no broker, dealer or municipal
securities dealer has participated and is therefore not subject to any of the requirements of Rule 15c2-12
of the Securities and Exchange Commission requiring the providing of certain information upon issuance
and certain additional information on a periodic basis.
11.The Purchaser acknowledges that the principal amount and debt service on the Note has
been scheduled based upon estimates and assumptions provided by the Company (which may be
optimistic or “best case” estimates or assumptions of the Company not in any respect verified or
evaluated by the Issuer), and that such estimates and assumptions may vary materially; that tax increment
revenues may be altered or eliminated entirely based upon future decisions of taxing and assessing
authorities, the Nebraska Legislature or the voters of the State of Nebraska or by future court decisions,
and that the lands within the development may or may not be developed in a manner sufficient to generate
incremental tax revenues sufficient to pay debt service on the Note.
12.The Purchaser understands that the purchase price of the Note is in the form of an offset
against the grant to the Purchaser provided in Section 3.02 of the Redevelopment Contract by and
between the Issuer and the Company dated March 15, 2017 (the “Redevelopment Contract”) and that such
offset is at the request of the Purchaser.
13.The Purchaser acknowledges the information provided by the Company may contain
forward looking statements. These forward looking statements, which in any event are not statements
made by, or on behalf of, the Issuer, may involve risks and uncertainties that could cause actual results to
differ materially from those anticipated in the forward looking statements.
14.The Purchaser will not undertake any Transfer of Note Interest, except:
(a)in full good-faith compliance with all applicable state and federal securities and
banking laws;
(b)with full and accurate disclosure of all material facts to the prospective
purchaser(s) or transferee(s) to whom the Transfer of Note Interest is being made by the Purchaser (each,
a “Transferee”);
(c)either under effective federal and state registration statements (which the Issuer
shall not in any way be obligated to provide) or pursuant to exemptions from such registrations (as
reflected in an opinion of nationally recognized securities counsel acceptable to the Issuer);
(d)only in authorized denominations (as defined in the Purchase Letter);
(e)to a Transferee delivering a purchase letter substantially identical to this Purchase
Letter and otherwise in form and substance satisfactory to the Issuer;
(f)upon delivery to the Issuer of a certificate in form and substance satisfactory to
the Issuer from the Purchaser, in its capacity as transferor, to the effect that, after due inquiry, the
Purchaser, in its capacity as transferor, has reason to believe that the representations of the Transferee set
Grand Island Regular Meeting - 3/15/2017 Page 80 / 151
Think Smart Properties, LLC
forth in its Purchaser Letter are accurate and, in its capacity as transferor, the Purchaser has disclosed to
the Transferee such information and risks concerning the Note and related security as a reasonable
investor would consider material.
15.The Purchaser acknowledges that stop transfer notations may be made on the Note or any
other documents evidencing ownership of the Note to the effect that the Note has not been registered
under the Securities Act of 1933 or the applicable “Blue Sky” laws and that no Transfer of Note Interest
may be undertaken unless the Note is registered thereunder or such Transfer of Note Interest is pursuant
to an exemption from such registration (as reflected in an opinion of nationally recognized securities
counsel acceptable to the Issuer) and otherwise in accordance with this Purchase Letter.
16.The Purchaser understands that any liability of the Issuer to the Purchaser is limited to the
Issuer’s interest in the Redevelopment Contract and any security with respect thereto delivered by, or on
behalf of, the Company and the Purchaser shall look exclusively thereto for payment on the Note and that
no recourse for the payment of any part of the principal of, premium, if any, or interest on the Note or for
the satisfaction of any liability arising from, founded upon or existing by reason of the issuance, purchase
or ownership of the Note shall be had against the Issuer or any officer, director, member, agent or
employee of the Issuer or the City of Grand Island, as such, all such liability being hereby expressly
released and waived as a condition of and as a part of the consideration for the issuance of the Note.
17.The Purchaser understands that (a) the Note is not secured by any obligation or pledge of
any moneys received or to be received from taxation or from the Issuer or the City of Grand Island or any
political subdivision or taxing authority thereof, (b) the Note will never represent or constitute a general
obligation, debt, bonded indebtedness or pecuniary obligation of the Issuer, the City of Grand Island or
any political subdivision thereof, (c) no right will exist to have taxes levied by the Issuer or the City of
Grand Island or any political subdivision thereof for the payment of principal of, premium, if any, or
interest on the Note, and (d) the Note is a limited obligation of the Issuer, payable solely out of and
secured by income and revenue related to the TIF Project, as pledged pursuant to the Redevelopment
Contract.
18.The Purchaser understands that the Note and interest on the Note are not exempt from
taxation for purposes of federal and Nebraska State taxation.
Very truly yours,
PURCHASER
Think Smart Properties, LLC
By:___________________________
Its Manager
Grand Island Regular Meeting - 3/15/2017 Page 81 / 151
Think Smart Properties, LLC
Received and Acknowledged by:
THE COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND ISLAND
_______________________________
Chair
ATTEST:
_______________________________
Secretary
Grand Island Regular Meeting - 3/15/2017 Page 82 / 151
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE
TRANSFERRED UNLESS THE PROPOSED ASSIGNEE IS A BANK OR A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION AND THE OWNER 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 NOTE MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS AND
CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN SECTION 3.6 OF
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
THINK SMART PROPERTIES, LLC, REDEVELOPMENT PROJECT
TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2017
No. R-1 Up to $48,150
(subject to reduction as described herein)
Date of Date of Rate of
Original Issue Maturity Interest
December 31, 2032 0.00%
REGISTERED OWNER: Think Smart Properties, LLC
PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE NOTE
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 Note to be signed by the manual
signature of the Chairman of the Authority, countersigned by the manual signature of the Secretary of the
Authority.
Grand Island Regular Meeting - 3/15/2017 Page 83 / 151
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA
[S E A L]
By: (manual signature)
Chairman
By: (manual signature)
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 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”), payable semiannually on June 30 and December 31 of each year until payment in full of
such Principal Amount, beginning June 30, 2019, by check or draft mailed to the Registered Owner
hereof as shown on the note registration books maintained by the Registrar on the 15th day of the month
preceding the month in which the applicable payment date occurs, at such Owner’s address as it appears
on such note registration books. The principal of this Note is 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 Note 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
______________, 2017, as from time to time amended and supplemented (the “Resolution”).
THE PRINCIPAL AMOUNT OF THIS NOTE IS SET FORTH IN SCHEDULE 1
ATTACHED HERETO. THE MAXIMUM PRINCIPAL AMOUNT OF THIS NOTE IS $48,150.
This Note has been issued by the Authority for the purpose of financing the costs of constructing,
reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing and completing certain
improvements within the area identified and referred to as the City of Grand Island Redevelopment Plan
Amendment for Redevelopment Area #6 December 2016, (Think Smart Properties, LLC, Project) which is
more specifically described in the Resolution, and to carry out the Authority’s corporate purposes and
powers in connection therewith.
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 Note, the nature and extent of the security thereby
created, the terms and conditions under which this Note has been issued, the rights and remedies of the
Registered Owner of this Note, and the rights, duties, immunities and obligations of the City and the
Authority. By the acceptance of this Note, the Registered Owner assents to all of the provisions of the
Resolution.
This Note is a special limited obligation of the Authority payable as to principal solely from and is
secured solely by the Tax Revenue (as defined in the Resolution) pledged under the Resolution, all on the
Grand Island Regular Meeting - 3/15/2017 Page 84 / 151
terms and conditions set forth in the Resolution. The Tax Revenue represents that portion of ad valorem
taxes levied by public bodies of the State of Nebraska, including the City, on real property in the 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 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.
The principal hereon shall not be payable from the general funds of the City nor the Authority nor
shall this Note 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 Note 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 Tax Revenues and other funds pledged
under the Resolution, which Tax Revenues and other funds have been and hereby are pledged to the
punctual payment of the principal of and interest on this Note in accordance with the provisions of this
Resolution.
The Registrar 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 Note 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 Note under
the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding
principal amount of this Note under the column headed “Cumulative Outstanding Principal Amount” on the
Table. Notwithstanding the foregoing, the records maintained by the Registrar as to the principal amount
issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding
Principal Amount of this Note 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 Note by its acceptance hereof hereby assents,
for definitions of terms; the description of and the nature and extent of the security for this Note; the Tax
Revenue pledged to the payment of the principal on this Note; 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 Note; 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 Note, and this
Note 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 Note 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 Note 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
Grand Island Regular Meeting - 3/15/2017 Page 85 / 151
Owner hereof. If this Note, 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 Note so
redeemed shall become due and payable and if money for the payment of the portion of the Note so
redeemed shall be held for the purpose of such payment by the Registrar.
This Note 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 Note. Upon such transfer, a new Note 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 note is being issued as fully a registered note without coupons. This note 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 Note have happened,
do exist and have been performed in regular and due time, form and manner; that this Note 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 Note as provided in this Resolution.
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Grand Island Regular Meeting - 3/15/2017 Page 86 / 151
(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 note and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ agent to transfer the within Note on the note 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
note 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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Grand Island Regular Meeting - 3/15/2017 Page 87 / 151
SCHEDULE 1
TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT
COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA
THINK SMART PROPERTIES, LLC, REDEVELOPMENT PROJECT
TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2017
Date
Principal Amount
Advanced
Principal Amount
Redeemed
Cumulative
Outstanding
Principal
Amount
Notation
Made
By
Grand Island Regular Meeting - 3/15/2017 Page 88 / 151
RECEIPT OF NOTE
Think Smart Properties, LLC, hereby certifies that it has received the Tax
Increment Development Revenue Note (Think Smart Properties, LLC, Redevelopment Project)
pursuant to a Redevelopment Contract dated March 15, 2017, issued by the Community
Redevelopment Authority of Grand Island, Nebraska, in the amount of $48,150 (not to exceed
$48,150), dated March 15, 2017.
Dated: March 15, 2017
Think Smart Properties, LLC
_______________________
Manager
Grand Island Regular Meeting - 3/15/2017 Page 89 / 151
Community Redevelopment
Authority (CRA)
Wednesday, March 15, 2017
Regular Meeting
Item I2
Peaceful Root Redevelopment Contract
Staff Contact: Chad
Grand Island Regular Meeting - 3/15/2017 Page 90 / 151
Peaceful Root LLC
COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA
RESOLUTION NO. 237
A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A
COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA, TAX INCREMENT DEVELOPMENT REVENUE NOTE
OR OTHER OBLIGATION, IN A PRINCIPAL AMOUNT NOT TO EXCEED
$263,000 FOR THE PURPOSE OF (1) PAYING THE COSTS OF ACQUIRING,
DEMOLISHING, CONSTRUCTING, RECONSTRUCTING, IMPROVING,
EXTENDING, REHABILITATING, INSTALLING, EQUIPPING, FURNISHING
AND COMPLETING CERTAIN IMPROVEMENTS WITHIN THE
AUTHORITY’S PEACEFUL ROOT, LLC, REDEVELOPMENT PROJECT AREA,
SPECIFICALLY INCLUDING SITE PURCHASE, PREPARATION,
DEMOLITION, REHABILITATION, UTILITY EXTENSION AND (2) PAYING
THE COSTS OF ISSUANCE THEREOF; PRESCRIBING THE FORM AND
CERTAIN DETAILS OF THE NOTE OR OTHER OBLIGATION; PLEDGING
CERTAIN TAX REVENUE AND OTHER REVENUE TO THE PAYMENT OF
THE PRINCIPAL OF AND INTEREST ON THE NOTE OR OTHER
OBLIGATION AS THE SAME BECOME DUE; LIMITING PAYMENT OF THE
NOTE OR OTHER OBLIGATION TO SUCH TAX REVENUES; CREATING AND
ESTABLISHING FUNDS AND ACCOUNTS; DELEGATING, AUTHORIZING
AND DIRECTING THE FINANCE DIRECTOR TO EXERCISE HIS OR HER
INDEPENDENT DISCRETION AND JUDGMENT IN DETERMINING AND
FINALIZING CERTAIN TERMS AND PROVISIONS OF THE NOTE OR OTHER
OBLIGATION NOT SPECIFIED HEREIN; APPROVING A REDEVELOPMENT
CONTRACT AND REDEVELOPMENT PLAN; TAKING OTHER ACTIONS AND
MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH
THE FOREGOING; AND RELATED MATTERS.
BE IT RESOLVED BY THE MEMBERS OF THE COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA:
ARTICLE I
FINDINGS AND DETERMINATIONS
Section 1.1. Findings and Determinations. The Members of the Community Redevelopment
Authority of the City of Grand Island, Nebraska (the “Authority”) hereby find and determine as follows:
(a)The City of Grand Island, Nebraska (the “City”), pursuant to the Plan Resolution
(hereinafter defined), approved the City of Grand Island Redevelopment Area #1 Plan Amendment
December 2016 (the “Redevelopment Plan”) under and pursuant to which the Authority shall undertake
from time to time to redevelop and rehabilitate the Redevelopment Area (hereinafter defined).
(b)Pursuant to the Redevelopment Plan, the Authority has previously obligated itself and/or
will hereafter obligate itself to provide a portion of the financing to acquire, construct, reconstruct, improve,
extend, rehabilitate, install, equip, furnish and complete, at the cost and expense of the Redeveloper, a
Grand Island Regular Meeting - 3/15/2017 Page 91 / 151
-2-
portion of the improvements (as defined in the Redevelopment Contract hereinafter identified) in the
Redevelopment Area (the “Project Costs”), including, without limitation) the cost of acquiring,
constructing, reconstructing, improving, extending, rehabilitating, installing, and completing the acquisition
of the Project Site (as defined in the Redevelopment Contract), (collectively, the “Project”), as more fully
described in the Redevelopment Contract (hereinafter defined).
(c)The Authority is authorized by the Redevelopment Law (hereinafter defined) to issue tax
allocation notes for the purpose of paying the costs and expenses of the Project, the principal of which is
payable from certain tax revenues as set forth in the Redevelopment Law.
(d)In order to provide funds to pay a portion of the costs of the Project, it is necessary,
desirable, advisable, and in the best interest of the Authority for the Authority to issue a Tax Increment
Development Revenue Note or other obligation in a principal amount not to exceed $263,000 (the “Note”).
(e)All conditions, acts and things required to exist or to be done precedent to the issuance of
the Note do exist and have been done as required by law.
ARTICLE II
CERTAIN DEFINITIONS; COMPUTATIONS;
CERTIFICATES AND OPINIONS; ORDERS AND DIRECTIONS
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 Resolution or other instrument
amendatory hereof or supplemental hereto, 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:
“Authority” means the Community Redevelopment Authority of the City of Grand Island,
Nebraska.
City” means the City of Grand Island, Nebraska.
“Project Costs” means the redevelopment project costs (as defined in the Redevelopment
Contract) in the Redevelopment Area, the costs of which are eligible to be paid from the proceeds of the
Note.
“Assessor” means the Assessor of Hall County, Nebraska.
“Note” means the Peaceful Root, LLC, Redevelopment Project Tax Increment Development
Revenue Note of the Authority, in a principal amount not to exceed $263,000, issued pursuant to this
Resolution, and shall include any note, including refunding note, interim certificate, debenture, or other
obligation issued pursuant to the Redevelopment Law. At the option of the Owner of the Note, the titular
designation of such Note may be revised to state note, interim certificate, debenture, obligation, or such
other designation as is appropriate.
“Secretary” means the Secretary of the Authority.
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“Cumulative Outstanding Principal Amount” means the aggregate principal amount of the Note
issued 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 the Note is initially issued, which shall be the date of the
first allocation of principal on the Note as further described in Section 3.2.
“Debt Service” means, as of any particular date of computation, and with respect to any period, the
amount to be paid or set aside as of such date or such period for the payment of the principal on the Note.
“Escrow Obligations” means (a) Government Obligations, (b) certificates of deposit issued by a
bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar
corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having
an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the
certificates so secured, which security is held in a custody account by a custodian satisfactory to the
Registrar, or (c)(1) evidences of a direct ownership in future interest or principal on Government
Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the
Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and
(2) obligations issued by any state of the United States or any political subdivision, public instrumentality or
public authority of any state, which obligations are fully secured by and payable solely from Government
Obligations, which Government Obligations are held pursuant to an agreement in form and substance
acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and
at such times as will insure the availability of sufficient money to make the payment secured thereby.
“Finance Director” means the Treasurer/Finance Director or Acting Treasurer/Finance Director, as
the case may be, of the City.
“Fiscal Year” means the twelve-month period established by the City or provided by law from
time to time as its fiscal year.
“Government Obligations” means direct obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed by, the United States of America.
“Improvements” means the improvements to be constructed, reconstructed, acquired, improved,
extended, rehabilitated, installed, equipped, furnished and completed in the Project Area in accordance with
the Redevelopment Plan, including, but not limited to, the improvements constituting the Project (as defined
in the Redevelopment Contract).
“Payment Date” means June 1 and December 1 of each year any Note is outstanding, commencing
on the first Payment Date following the Date of Original Issue.
“Chairman” means the Chairman of the Authority.
“Outstanding” means when used with reference to any Note, as of a particular date, all Notes
theretofore authenticated and delivered under this Resolution except:
(a)Notes theretofore canceled by the Registrar or delivered to the Registrar for
cancellation;
(b)Notes which are deemed to have been paid in accordance with Section 10.1
hereof;
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(c)Notes alleged to have been mutilated, destroyed, lost or stolen which have been
paid as provided in Section 3.9 hereof; and
(d)Notes in exchange for or in lieu of which other Notes have been authenticated
and delivered pursuant to this Resolution.
“Owner” means the person(s) identified as the owner(s) of the Note from time to time, as indicated
on the books of registry maintained by the Registrar.
“Plan Resolution” means, Resolution No. 2017-39 of the City, together with any other resolution
providing for an amendment to the Redevelopment Plan.
“Project Area” means the area identified and referred to as the Project Site in the Redevelopment
Contract.
“Record Date” means, for each Payment Date, the 15th day immediately preceding such Payment
Date.
“Redeveloper” means the Redeveloper as defined in the Redevelopment Contract responsible for
constructing, reconstructing, acquiring, improving, extending, rehabilitating, installing, equipping,
furnishing and completing the Project.
“Redeveloper Note” means any Note that is owned by the Redeveloper according to the records of
the Registrar.
“Redevelopment Contract” means the City of Grand Island Redevelopment Contract Peaceful
Root, LLC, Redevelopment Project, dated the date of its execution, between the Authority, and Peaceful
Root, LLC, a Nebraska limited liability company, relating to the Project.
“Redevelopment Area” means the community redevelopment area described, defined or otherwise
identified or referred to in the Redevelopment Plan.
“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 “City of Grand Island Redevelopment Plan Amendment for
Redevelopment Area #1 December, 2016” passed, adopted and approved by the City pursuant to the Plan
Resolution, and shall include any amendment of such Redevelopment Plan heretofore or hereafter made
by the City pursuant to law.
“Refunding Notes” means the notes authorized to be issued pursuant to Article V.
“Registrar” means the Treasurer of the City of Grand Island, Nebraska, in its capacity as registrar
and paying agent for the Note.
“Resolution” means this Resolution as from time to time amended or supplemented.
“Revenue” means the Tax Revenue.
“Special Fund” means the fund by that name created in Section 7.1.
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“State” means the State of Nebraska.
“Tax Revenue” means, with respect to the 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,
limited liability companies (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 “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 on the Note shall be paid
as and when the same become due.
Section 2.4. Certificates, Opinions and Reports. Except as otherwise specifically provided in
this Resolution, each certificate, opinion or report with respect to compliance with a condition or covenant
provided for in this Resolution shall include: (a) a statement that the person making such certificate, opinion
or report has read the pertinent provisions of this Resolution to which such covenant or condition relates; (b)
a brief statement as to the nature and scope of the examination or investigation upon which the statements or
opinions contained in such certificate, opinion or report are based; (c) a statement that, in the opinion of
such person, he has made such examination and investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been complied with; (d) a statement as
to whether or not, in the opinion of such person, such condition or covenant has been complied with; and (e)
an identification of any certificates, opinions or reports or other sources or assumptions relied on in such
certificate, opinion or report.
Section 2.5. 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 City or the Authority shall be effective and binding upon the Authority, respectively, for the purposes of
this Resolution if signed by the Chairman, the Vice Chairman, the Secretary, the Treasurer, the Finance
Director, the Planning Director or by any other person or persons authorized to execute the same by statute,
or by a resolution of the City or the Authority, respectively.
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ARTICLE III
AUTHORIZATION AND ISSUANCE OF THE NOTE;
GENERAL TERMS AND PROVISIONS
Section 3.1. Authorization of Note. 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 acquiring,
constructing, reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing, and
completing the Project, and (b) the costs of issuing the Note, the Authority shall issue the Note in a principal
amount not to exceed $263,000. The Note shall be designated as “Community Redevelopment Authority of
the City of Grand Island, Nebraska, Peaceful Root, LLC, Redevelopment Project Tax Increment
Development Revenue Note,” shall have an appropriate series designation as determined by the Finance
Director, shall be dated the Date of Original Issue, shall mature, subject to right of prior redemption, not
later than the December 31, 2032, and shall bear interest at an annual rate of 0.00%. The Note shall be
issued as a single Note as further described in Section 3.2.
The Note is a special, limited obligation of the Authority payable solely from the Revenue and the
amounts on deposit in the funds and accounts established by this Resolution. The Note shall not in any
event be a debt of the Authority (except to the extent of the Revenue and other money pledged under this
Resolution), the State, nor any of its political subdivisions, and neither the Authority (except to the extent of
the Revenue and other money pledged under this Resolution), the City, the State nor any of its political
subdivisions is liable in respect thereof, nor in any event shall the principal of or interest on the Note be
payable from any source other than the Revenue and other money pledged under this Resolution. The Note
does not constitute a debt within the meaning of any constitutional, statutory, or charter limitation upon the
creation of general obligation indebtedness of the Authority and does not impose any general liability upon
the Authority. Neither any official of the Authority nor any person executing the Note shall be liable
personally on the Note by reason of its issuance. The validity of the Note is not and shall not be dependent
upon the completion of the Project or upon the performance of any obligation relative to the Project.
The Revenue and the amounts on deposit in the funds and accounts established by this Resolution
are hereby pledged and assigned for the payment of the Note, and shall be used for no other purpose than to
pay the principal of or interest on the Note, except as may be otherwise expressly authorized in this
Resolution. The Note shall not constitute a debt of the Authority or the City within the meaning of any
constitutional, statutory, or charter limitation upon the creation of general obligation indebtedness of the
Authority, and neither the Authority nor the City shall not be liable for the payment thereof out of any
money of the Authority or the City other than the Tax Revenue and the other funds referred to herein.
Nothing in this Resolution shall preclude the payment of the Note from (a) the proceeds of future
notes 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 3.2. Details of Note; Authority of Finance Director.
(a)The Note shall be dated the Date of Original Issue and shall be issued to the purchaser
thereof, as the Owner, in installments. The Note shall be delivered on the earlier of allocation of the
maximum principal amount of the Note or upon the issuance of a certificate of occupancy of the building
constituting the Project. The Note shall be issued as a single Note.
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(b)Proceeds of the Note may be advanced and disbursed in the manner set forth below:
(1)There shall be submitted to the Finance Director a disbursement request in a form
acceptable to the Finance Director (the “Disbursement Request”), executed by the City’s
Planning Director and an authorized representative of the Redeveloper, (A) certifying that a
portion of the Project has been substantially completed and (B) certifying the actual costs
incurred by the Redeveloper in the completion of such portion of the Project.
(2)The Finance Director shall evidence such allocation in writing and inform the
Owner of the Note of any amounts allocated to the Note.
(3)Such amounts shall be deemed proceeds of the Note and the Finance Director
shall inform the Registrar in writing of the date and amount of such allocation. The Registrar
shall keep and maintain a record of the amounts allocated to the note 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 the Note and its records
maintained for the Note. The aggregate amount endorsed as the Principal amount Advanced on the
Note shall not exceed $263,000.
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 Note have been deposited by the Owner of
the Note (if other than the Redeveloper) into the Project Fund.
The records maintained by the Registrar as to principal amount advanced and principal amounts
paid on the Note shall be the official records of the Cumulative Outstanding Principal Amount for all
purposes.
(c)The Note shall be dated the Date of Original Issue, which shall be the initial date of
allocation of the Note.
(d)As of the Date of Original Issue of the Note, there shall be delivered to the Registrar the
following:
(1) A signed investor’s letter in a form acceptable to the Finance Director and Note
Counsel; and
(2)Such additional certificates and other documents as the special counsel for the
Authority may require.
(e)The note shall bear zero percent interest on the Cumulative Outstanding Principal Amount
of the Note from the Date of Original Issue.
(f)The principal of the Note shall be payable in any coin or currency of the United States of
America from all funds held by the which on the respective dates of payment thereof is legal tender for the
payment of public and private debts. Payments on the Note due prior to maturity or earlier redemption and
payment of any principal upon redemption price to maturity shall be made by check mailed by the Registrar
on each Interest Payment Date to the Owners, at the Owners’ address as it appears on the books of registry
maintained by the Registrar on the Record Date. The principal of the Note due at maturity or upon earlier
redemption shall be payable upon presentation and surrender of the Note to the Registrar. When any portion
of the Note shall have been duly called for redemption and payment thereof duly made or provided for,
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interest thereon shall cease on the principal amount of such Note so redeemed from and after the date of
redemption thereof.
(g)The Note shall be executed by the manual signatures of the Chairman and Secretary of
the Authority. In case any officer whose signature shall appear on any Note shall cease to be such officer
before the delivery of such Note, 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 the Note may be signed by such
persons as at the actual time of the execution of such Note shall be the proper officers to sign such Note
although at the date of such Note such persons may not have been such officers.
(i)The Finance Director 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, the principal amount of the Note
in accordance with Section 3.2(a), (2) the maturity date of the Note, which shall be not later than December
31, 2032, (3) the initial Payment Date and (4) any other term of the Note not otherwise specifically fixed by
the provisions of this Resolution.
(j)Any Note issued upon transfer or exchange of any other Note shall be dated as of the Date
of Original Issue.
(k)The Note shall be issued to such Owner as shall be mutually agreed between the
Redeveloper and the Finance Director for a price equal to 100% of the principal amount thereof. No Note
shall be delivered to any Owner unless the Authority shall have received from the Owner thereof such
documents as may be required by the Finance Director to demonstrate compliance with all applicable laws,
including without limitation compliance with Section 3.6 hereof. The Authority may impose such
restrictions on the transfer of any Note as may be required to ensure compliance with all requirements
relating to any such transfer.
Section 3.3. Form of Note Generally. The Note shall be issued in registered form. The Note
shall be in substantially the form set forth in Article IX, with such appropriate variations, omissions and
insertions as are permitted or required by this Resolution and with such additional changes as the Finance
Director may deem necessary or appropriate. The Note 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 3.4. Appointment of Registrar. The Finance Director is hereby appointed the registrar
and paying agent for the Note. 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 Note. 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 Note in its possession to the successor
Registrar and shall deliver the note 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 3.5. Exchange of Note. Any Note, 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 Note in a principal amount equal to the principal amount of the Note 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 Note at the principal office of the Registrar.
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Section 3.6. Negotiability, Registration and Transfer of Note. The Registrar shall keep books
for the registration and registration of transfer of the Note as provided in this Resolution. The transfer of the
Note may be registered only upon the books kept for the registration and registration of transfer of the Note
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 a bank or a qualified institutional buyer as defined in Rule
144A promulgated by the Securities and Exchange Commission. 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 any Note may be prohibited by the
Authority if (1) a default then exists under the Redevelopment Contract, (2) the assessed valuation of the
Redeveloper Property (as defined in the Redevelopment Contract) is less than $1,300,000, or (3) a protest of
the valuation of the Redeveloper Property is ongoing. Upon any such registration of transfer the Authority
shall execute and deliver in exchange for such Note a new Note, registered in the name of the transferee, in a
principal amount equal to the principal amount of the Note surrendered or exchanged, of the same series and
maturity and bearing interest at the same rate.
In all cases in which any Note shall be exchanged or a transfer of a Note shall be registered
hereunder, the Authority shall execute at the earliest practicable time execute and deliver a Note in
accordance with the provisions of this Resolution. The Note 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 Note 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 Note 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
Note during the period between a Record Date and the corresponding Interest Payment Date.
Section 3.7. Ownership of Note. As to any Note, 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 or interest on such Note 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 Note, including the interest thereon, to the extent of the sum or sums so paid.
Section 3.8. Disposition and Destruction of Note. The Note, 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 Finance Director, be destroyed.
Section 3.9. Mutilated, Lost, Stolen or Destroyed Note. If any Note becomes mutilated or is
lost, stolen or destroyed, the Authority shall execute and deliver a new Note of like date and tenor as the
Note mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Note, such mutilated
Note shall first be surrendered to the Authority. In the case of any lost, stolen or destroyed Note, 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 Note has
matured, is about to mature or has been called for redemption, instead of delivering a substitute Note, the
Authority may pay the same without surrender thereof. Upon the issuance of any substitute Note, 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.
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Section 3.10. Non-presentment of Note. If any Note 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 Note
have been made available to the Registrar all liability of the Authority to the Owner thereof for the
payment of such Note 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 Note, 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 Note. If any Note is not
presented for payment within five years following the date when such Note becomes due, the Registrar
shall repay to the Authority the funds theretofore held by it for payment of such Note, and such Note
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 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 NOTE
Section 4.1. Redemption of Note. The Note 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.
Section 4.2. Redemption Procedures. The Finance Director is hereby authorized, without further
action of the Council, to call all or any portion of the principal of the Note for payment and redemption prior
to maturity on such date as the Finance Director 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 Finance Director may affect partial redemptions of
any Note without notice to the Owner and without presentation and surrender of such Note, but total
redemption of any Note may only be effected with notice to the Owner and upon presentation and surrender
of such Note to the Registrar. Notice of a total redemption of any Note 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 Note, (b) the redemption date, and (c) a recitation that the entire principal balance of such Note plus all
accrued interest thereon is being called for redemption on the applicable redemption date.
Section 4.3. Determination of Outstanding Principal Amount of Note. Notwithstanding the
amount indicated on the face of any Note, the principal amount of such Note actually Outstanding from 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 Note indicating the original principal advance of such Note as
determined in accordance with Section 3.2 and make such additional notations as are required to reflect any
additional principal advances or redemptions of such Note from time to time, including on the Table of
Cumulative Outstanding Principal Amount attached to each Note 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 a redemption on the Table of Cumulative Outstanding Principal Amount shall not
affect the Cumulative Outstanding Principal Amount shown on the records of the Registrar.
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ARTICLE V
REFUNDING NOTES
Section 5.1. Refunding Notes. Refunding Notes may be issued at any time at the direction of the
Finance Director for the purpose of refunding (including by purchase) any Note or any portion thereof,
including amounts to pay principal to the date of maturity or redemption (or purchase) and the expenses of
issuing the Refunding Notes and of effecting such refunding; provided that the Debt Service on all notes to
be outstanding after the issuance of the Refunding Notes shall not be greater in any Fiscal Year than would
have been the Debt Service in such Fiscal Year were such refunding not to occur.
ARTICLE VI
EFFECTIVE DATE OF PROJECT;
PLEDGE OF REVENUE
Section 6.1. 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 as set forth in the
Redevelopment Contract. The Planning Director is hereby directed to notify the Assessor of the effective
date of the Project on the form prescribed by the Property Tax Administrator.
Section 6.2. Collection of Revenue; Pledge of Revenue. As provided for in the Redevelopment
Plan, and pursuant to the provisions of the Redevelopment Law, for the period contemplated thereby, the
Tax Revenue collected in the Project Area shall be allocated to and, when collected, paid into the Special
Fund under the terms of this Resolution to pay the principal on the Note. When the Note has been paid in
accordance with this Resolution, the Redevelopment Plan and the Redevelopment Contract, the Tax
Revenue shall be applied as provided for in the Redevelopment Law.
The Revenue is hereby allocated and pledged in its entirety to the payment of the principal on the
Note and to the payment of the Project Costs (including the Project), until the principal on the Note has been
paid (or until money for that purpose has been irrevocably set aside), and the Revenue shall be applied
solely to the payment of the principal on the Note. Such allocation and pledge is and shall be for the sole
and exclusive benefit of the Owner and shall be irrevocable.
Section 6.3. Potential Insufficiency of Revenue. Neither the Authority nor the City makes any
representations, covenants, or warranties to the Owner that the Revenue will be sufficient to pay the
principal of or interest on the Note. Payment of the principal of and interest on the Note is limited solely
and exclusively to the Revenue pledged under the terms of this Resolution, and is not payable from any
other source whatsoever.
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ARTICLE VII
CREATION OF FUNDS AND ACCOUNTS;
PAYMENTS THEREFROM
Section 7.1. 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 Finance Director of the City
separate and apart from all other funds and moneys of the Authority and the City under her control
a special trust fund called the “Peaceful Root, LLC, Redevelopment Project Tax Increment Special Fund”
(the “Special Fund”).
So long as the Note remains unpaid, the money in the foregoing fund and accounts shall be used for
no purpose other than those required or permitted by this Resolution, any Resolution supplemental to or
amendatory of this Resolution and the Redevelopment Law.
Section 7.2. Special Fund. All of the Revenue shall be deposited into the Special Fund. The
Revenue accumulated in the Special Fund shall be used and applied on the Business Day prior to each
Payment Date (a) to make any payments to the Authority as may be required under the Redevelopment
Contract and (b) to pay principal on the Note to the extent of any money then remaining the Special Fund on
such Payment Date. Money in the Special Fund shall be used solely for the purposes described in this
Section 7.2. All Revenues received through and including December 31, 2032 shall be used solely for the
payments required by this Section 7.2.
ARTICLE VIII
COVENANTS OF THE AUTHORITY
So long as the Note is 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 Note, including the following covenants and agreements for the benefit of the
Owner which are necessary, convenient and desirable to secure the Note and will tend to make them more
marketable; provided, however, that such covenants do not require either the City or the Authority to expend
any money other than the Revenue nor violate the provisions of State law with respect to tax revenue
allocation.
Section 8.1. 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 Revenue which have, or purport to have, any lien
upon the Revenue prior or superior to or in parity with the lien of the Note; provided, however, that nothing
in this Resolution shall prevent the Authority from issuing and selling notes or other obligations which have,
or purport to have, any lien upon the Revenue which is junior to the Note and the Debt Service thereon, or
from issuing and selling notes or other obligations which are payable in whole or in part from sources other
than the Revenue.
Section 8.2. To Pay Principal of the Note. The Authority will duly and punctually pay or cause
to be paid solely from the Revenue the principal of the Note on the dates and at the places and in the manner
provided in the Note 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 Note and in this Resolution.
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Section 8.4. 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 Revenue and other funds relating to the Project.
Section 8.5. 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 Special Fund and
used for the purposes and in the manner described in Section 7.2.
Section 8.6. Protection of Security. The Authority is duly authorized under all applicable laws to
create and issue the Note and to adopt this Resolution and to pledge the Revenue in the manner and to the
extent provided in this Resolution. The 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 Note is 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 Revenue pledged under this Resolution and all the rights of the Owner
under this Resolution against all claims and demands of all persons whomsoever.
ARTICLE IX
FORM OF NOTE
Section 9.1. Form of Note. The Note shall be in substantially the following form:
(FORM OF NOTE)
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE
TRANSFERRED UNLESS THE PROPOSED ASSIGNEE IS A BANK OR A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION AND THE OWNER 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 NOTE MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS AND
CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN SECTION 3.6 OF
RESOLUTION NO. 237 OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE
CITY OF GRAND ISLAND, NEBRASKA.
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UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF HALL
COMMUNITY REDEVELOPMENT AUTHORITY
OF THE CITY OF GRAND ISLAND, NEBRASKA
PEACEFUL ROOT, LLC, REDEVELOPMENT PROJECT
TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2017
No. R-1 Up to $263,000
(subject to reduction as described herein)
Date of Date of Rate of
Original Issue Maturity Interest
March 15, 2017 December 31, 2032 0.00%
REGISTERED OWNER: Peaceful Root, LLC
PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE NOTE
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 Note to be signed by the manual
signature of the Chairman of the Authority, countersigned by the manual signature of the Secretary of the
Authority.
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA
[S E A L]
By: (manual signature)
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 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”), payable semiannually on June 1 and December 1 of each year until payment in full of such
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Principal Amount, beginning June 1, 2019, by check or draft mailed to the Registered Owner hereof as
shown on the note registration books maintained by the Registrar on the 15th day of the month preceding
the month in which the applicable payment date occurs, at such Owner’s address as it appears on such
note registration books. The principal of this Note is 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 Note 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. 237 duly passed and adopted by the Authority on
March 15, 2017, as from time to time amended and supplemented (the “Resolution”).
THE PRINCIPAL AMOUNT OF THIS NOTE IS SET FORTH IN SCHEDULE 1
ATTACHED HERETO. THE MAXIMUM PRINCIPAL AMOUNT OF THIS NOTE IS $263,000.
This Note has been issued by the Authority for the purpose of financing the costs of constructing,
reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing and completing certain
improvements within the area identified and referred to as the City of Grand Island Redevelopment Plan
Amendment for Redevelopment Area #1 December 2016, (Peaceful Root, LLC, Project) which is more
specifically described in the Resolution, and to carry out the Authority’s corporate purposes and powers in
connection therewith.
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 Note, the nature and extent of the security thereby
created, the terms and conditions under which this Note has been issued, the rights and remedies of the
Registered Owner of this Note, and the rights, duties, immunities and obligations of the City and the
Authority. By the acceptance of this Note, the Registered Owner assents to all of the provisions of the
Resolution.
This Note is a special limited obligation of the Authority payable as to principal solely from and is
secured solely by the Tax Revenue (as defined in the Resolution) pledged under the Resolution, all on the
terms and conditions set forth in the Resolution. The Tax Revenue represents that portion of ad valorem
taxes levied by public bodies of the State of Nebraska, including the City, on real property in the 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 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.
The principal hereon shall not be payable from the general funds of the City nor the Authority nor
shall this Note 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 Note 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 Tax Revenues and other funds pledged
under the Resolution, which Tax Revenues and other funds have been and hereby are pledged to the
punctual payment of the principal of and interest on this Note in accordance with the provisions of this
Resolution.
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The Registrar 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 Note 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 Note under
the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding
principal amount of this Note under the column headed “Cumulative Outstanding Principal Amount” on the
Table. Notwithstanding the foregoing, the records maintained by the Registrar as to the principal amount
issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding
Principal Amount of this Note 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 Note by its acceptance hereof hereby assents,
for definitions of terms; the description of and the nature and extent of the security for this Note; the Tax
Revenue pledged to the payment of the principal on this Note; 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 Note; 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 Note, and this
Note 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 Note 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 Note 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 Note, 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 Note so
redeemed shall become due and payable and if money for the payment of the portion of the Note so
redeemed shall be held for the purpose of such payment by the Registrar.
This Note 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 Note. Upon such transfer, a new Note 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 note is being issued as a registered note without coupons. This note 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 Note have happened,
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do exist and have been performed in regular and due time, form and manner; that this Note 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 Note 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 note and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ agent to transfer the within Note on the note 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
note 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
PEACEFUL ROOT, LLC, REDEVELOPMENT PROJECT
TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2017
Date
Principal Amount
Advanced
Principal Amount
Redeemed
Cumulative
Outstanding
Principal
Amount
Notation
Made
By
ARTICLE X
DEFEASANCE; MONEY HELD FOR PAYMENT OF
DEFEASED NOTE
Section 10.1. Discharge of Liens and Pledges; Note No Longer Outstanding Hereunder. The
obligations of the Authority under this Resolution, including any Resolutions, 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 Note or any portion thereof, and the Note or any portion thereof shall no longer be deemed to be
outstanding hereunder and thereunder,
(a)when the any Note 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 the Note or portion thereof is not canceled or surrendered for cancellation or
subject to cancellation or so purchased, when payment of the principal of the Note or any portion
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thereof, plus interest on such principal to the due date thereof, 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 Note, in trust and irrevocably set aside exclusively
for such payment, (A) money sufficient to make such payment or (B) Escrow Obligations maturing
as to principal in such amount and at such times as will insure the availability of sufficient money to
make such payment.
Provided that, with respect to any total redemption of any Note, 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 Note or portion thereof shall no longer be outstanding hereunder, and, except
for the purposes of any such payment from such money or such Escrow Obligations, such Note or portion
thereof shall no longer be secured by or entitled to the benefits of this Resolution.
Any such money so deposited with the Registrar for any Note or portion thereof as provided in this
Section 10.1 may at the direction of the Finance Director also be invested and reinvested in Escrow
Obligations, maturing in the amounts and times as hereinbefore set forth. All income from all Escrow
Obligations in the hands of the Registrar which is not required for the payment of such Note or portion
thereof with respect to which such money shall have been so deposited, shall be paid to the Authority and
deposited in the Special Fund as and when realized and collected for use and application as is other money
deposited in that fund.
Anything in this Resolution to the contrary notwithstanding, if money or Escrow Obligations have
been deposited or set aside with the Registrar pursuant to this Section 10.1 for the payment of any Note and
such Note shall not have in fact been actually paid in full, no amendment to the provisions of this Section
10.1 shall be valid as to or binding upon the Owner thereof without the consent of such Owner.
Section 10.2. Certain Limitations After Due Date. If sufficient money or Escrow Obligations
shall have been deposited in accordance with the terms hereof with the Registrar in trust for the purpose of
paying the Notes or any portion thereof 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 or Escrow
Obligations, without liability to the Owners, in trust for the benefit of the Owners, who thereafter shall be
restricted exclusively to such money or Escrow Obligations for any claim for such payment of whatsoever
nature on his part.
Notwithstanding the provisions of the preceding paragraph of this Section 10.2, money or Escrow
Obligations held by the Registrar in trust for the payment and discharge of the principal of on any Note
which remain unclaimed for five years after the date on which such payment shall have become due and
payable, either because the Notes shall have reached their maturity date or because the entire principal
balance of the Notes 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 Note 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.
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ARTICLE XI
AMENDING AND SUPPLEMENTING OF RESOLUTION
Section 11.1. Amending and Supplementing of Resolution Without Consent of Owner. The
Authority may at any time without the consent or concurrence of the Owner of the Note adopt a resolution
amendatory hereof or supplemental hereto if the provisions of such supplemental Resolution do not
materially adversely affect the rights of the Owner of the Note, for any one or more of the following
purposes:
(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 Note;
(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 Note 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 11.1 unless in the opinion of counsel the adoption of such supplemental
Resolution is permitted by the foregoing provisions of this Section 11.1 and the provisions of such
supplemental Resolution do not materially and adversely affect the rights of the Owner of the Note.
Section 11.2. Amending and Supplementing of Resolution with Consent of Owner. With the
consent of the Owners of the Note, 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 Owner of the Note; provided, however, that, without the specific consent of
the Owner of the Note, no supplemental Resolution amending or supplementing the provisions hereof
shall: (a) change the fixed maturity date for the payment or the terms of the redemption thereof, or reduce
the principal amount of the Note or the rate of interest thereon or the Redemption Price payable upon the
redemption or prepayment thereof; (b) authorize the creation of any pledge of the Tax Revenues 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 Note except to the extent provided in Articles III and V; or
(c) deprive the Owner of the Note 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
Owner\ of the Note of the adoption of any supplemental Resolution authorized by the provisions of
Section 11.1.
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It shall not be necessary that the consents of the Owner of the Note 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 Owner of the Note shall have filed its consent to the
amending or supplementing hereof pursuant to this Section, the Authority may adopt such supplemental
Resolution.
Section 11.3. Effectiveness of Supplemental Resolution. Upon the adoption (pursuant to this
Article XI 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 Note 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 Owner of the Note 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 Note and of this Resolution for any and all purposes.
ARTICLE XII
MISCELLANEOUS
Section 12.1. 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 Chairman, Finance Director, Secretary, Planning Director and all other
officers, officials, employees and agents of the City 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 Special
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 Finance
Director 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 Note 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 Note. The
execution and delivery by the Finance Director or by any such other officers, officials, employees or agents
of the City 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 both the Authority’s and their 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 Finance Director 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 Special Counsel and financial advisors and agents, in connection with issuance and sale
of the Note, 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.
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Section 12.2. Proceedings Constitute Contract; Enforcement Thereof. The provisions of this
Resolution shall constitute a contract between the Authority and the Owner and the provisions thereof shall
be enforceable by the Owner 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.
After the issuance and delivery of any Note, 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 12.3. Benefits of Resolution Limited to the Authority and the Owner. With the
exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be
implied from this Resolution or the Note is intended or should be construed to confer upon or give to any
person other than the Authority and the Owner of the Note 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 City, the Authority and the Owner from time to time of the Note as herein and
therein provided.
Section 12.4. No Personal Liability. No officer or employee of the Authority shall be
individually or personally liable for the payment of the principal of or interest on the Note. Nothing herein
contained shall, however, relieve any such officer or employee from the performance of any duty provided
or required by law.
Section 12.5. 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 12.6. Partial Invalidity. If any one or more of the covenants or agreements or portions
thereof provided in this Resolution on the part of the City, 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 Note, but the
Owner of the Note 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 12.7. 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
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for enforcement, by any trustee or receiver appointed by or pursuant to the provisions of this Resolution, or
remedies under this Resolution.
Section 12.8. 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.
Section 12.9. Repeal of Inconsistent Resolution. Any Resolution of the City, or the Authority
and any part of any resolution, inconsistent with this Resolution is hereby repealed to the extent of such
inconsistency.
Section 12.10. Publication and Effectiveness of this Resolution. This Resolution shall take
effect and be in full force from and after its passage by the Community Redevelopment Authority of the
City.
Section 12.11 Authority to Execute Redevelopment Contract and Approve Plan. The
Chairman and Secretary are authorized and directed to execute the Redevelopment Contract, in the form
presented with such changes as the Chairman, in his discretion deems proper. The Plan is approved and
adopted.
PASSED AND ADOPTED: March 15, 2017.
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA
(SEAL)By:
Chairman
ATTEST:
By:
Secretary
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Peaceful Root
Peaceful Root, LLC
REDEVELOPMENT CONTRACT
This Redevelopment Contract is made and entered into as of the 15th day of March, 2017,
by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska
("Authority"), and Peaceful Root, LLC, a Nebraska limited liability company ("Redeveloper").
WITNESSETH:
WHEREAS, the City of Grand Island, Nebraska (the "City'), in furtherance of the
purposes and pursuant to the provisions of Section 12 of Article VIII of the Nebraska
Constitution and Sections 18-2101 through 18-2154, Reissue Revised Statutes of Nebraska,
2012, as amended (collectively the "Act"), has designated an area within the City as blighted and
substandard;
WHEREAS, the Authority has adopted, after approval by the Mayor and Council of the
City, that redevelopment plan amendment entitled "Redevelopment Plan Amendment
Grand Island CRA Area #1 December 2016" (the "Redevelopment Plan");
WHEREAS, Authority and Redeveloper desire to enter into this Redevelopment Contract
in order to implement the Redevelopment Plan and provide for the redevelopment of lots and
lands located in a blighted and substandard area;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set
forth, Authority and Redeveloper do hereby covenant, agree and bind themselves as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01 Terms Defined in this Redevelopment Contract.
Unless the context otherwise requires, the following terms shall have the following
meanings for all purposes of this Redevelopment Contract, such definitions to be equally
applicable to both the singular and plural forms and masculine, feminine and neuter gender of
any of the terms defined:
"Act" means Section 12 of Article VIII of the Nebraska Constitution, Sections 18-2101
through 18-2154, Reissue Revised Statutes of Nebraska, 2012, as amended, and acts amendatory
thereof and supplemental thereto.
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"Authority" means the Community Redevelopment Authority of the City of Grand Island,
Nebraska.
"City" means the City of Grand Island, Nebraska.
"Governing Body" means the Mayor and City Council of the City.
"Holder(s)" means the registered owner or owners of Indebtedness issued by the Authority
from time to time outstanding.
"Indebtedness" means any notes, loans, and advances of money or other indebtedness,
including interest and premium, if any, thereon, incurred by the Authority pursuant to the
Resolution and Article III hereof to provide financing for a portion of the Project Costs and
secured in whole or in part by TIF Revenues. The Indebtedness as initially issued by the
Authority shall consist of the Authority's Tax Increment Development Revenue Note (Peaceful
Root Development Project), Series 2017, to be issued in an amount not to exceed $263,000.00 in
substantially the form set forth on Exhibit C and purchased by the Redeveloper as set forth in
Section 3.04 of this Redevelopment Contract.
"Liquidated Damages Amount' means the amounts to be repaid to Authority by
Redeveloper pursuant to Section 6.02 of this Redevelopment Contract.
"Project" means the improvements to the Redevelopment Project Area, as further
described in Exhibit B attached hereto and incorporated herein by reference and, as used herein,
shall include the Redevelopment Project Property and additions and improvements thereto.
"Project Cost Certification" means a statement prepared and signed by the Redeveloper
verifying the Redeveloper has paid the Project Costs identified on Exhibit D.
"Project Costs" means only costs or expenses incurred by Redeveloper for the purposes
set forth in §l8-2103(12)(a) through (f), inclusive, including the providing for such costs by the
exercise of the powers set forth in §18-2107(4) of the Act, all as identified on Exhibit D. Project
Costs shall include, but not be limited to demolition and rehabilitation expenditures, all
improvements related to Project public infrastructure costs, site preparation costs, utility
extensions and costs of the Authority for legal and plan preparation, all as described in Section
3.04 of this Redevelopment Contract.
"Redeveloper" means Peaceful Root, LLC, a Nebraska limited liability company.
"Redevelopment Project Area" means that certain real property situated in the City of
Grand Island, Hall County, Nebraska which has been declared blighted and substandard by the
City pursuant to the Act, and which is more particularly described on Exhibit A attached hereto
and incorporated herein by this reference. All such legal descriptions are subject to change based
upon any re-platting requested by the Redeveloper and approved by the City.
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"Redevelopment Project Property" means all of the Redevelopment Project Area which is
the site for the improvements constituting the Project, as more particularly described on Exhibit
A attached hereto and incorporated herein by this reference.
"Redevelopment Contract" means this redevelopment contract between the Authority and
Redeveloper with respect to the Project.
"Redevelopment Plan" means the Redevelopment Plan Amendment (also defined in the
recitals hereto) for the Redevelopment Project Area related to the Project, as attached hereto as
Exhibit B, prepared by the Authority, approved by the City and adopted by the Authority
pursuant to the Act.
"Resolution" means the Resolution of the Authority authorizing the issuance of the
Indebtedness, as supplemented from time to time, and also approving this Redevelopment
Contract.
"TIF Revenues" means incremental ad valorem taxes generated on the Redevelopment
Project Property by the Project which are to be allocated to and paid to the Authority pursuant to
the Act.
Section 1.02 Construction and Interpretation.
The provisions of this Redevelopment Contract shall be construed and interpreted in
accordance with the following provisions:
(a)Whenever in this Redevelopment Contract it is provided that any person may
do or perform any act or thing the word “may" shall be deemed permissive and not
mandatory and it shall be construed that such person shall have the right, but shall not be
obligated, to do and perform any such act or thing.
(b)The phrase "at any time" shall be construed as meaning at any time or from
time to time.
(c)The word "including" shall be construed as meaning "including, but not
limited to."
(d)The words "will" and "shall" shall each be construed as mandatory.
(e)The words "herein," "hereof," "hereunder", "hereinafter" and words of
similar import shall refer to the Redevelopment Contract as a whole rather than to any
particular paragraph, section or subsection, unless the context specifically refers thereto.
(f)Forms of words in the singular, plural, masculine, feminine or neuter shall be
construed to include the other forms as the context may require.
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(g)The captions to the sections of this Redevelopment Contract are for
convenience only and shall not be deemed part of the text of the respective sections and
shall not vary by implication or otherwise any of the provisions hereof.
ARTICLE II
FINDINGS AND REPRESENTATIONS
Section 2.01 Findings of Authority.
The Authority makes the following findings:
(a)The Authority is a duly organized and validly existing community
Redevelopment Authority under the Act.
(b)The Redevelopment Plan has been duly approved by the City and adopted by
the Authority pursuant to Sections 18-2109 through 18-2117 of the Act.
(c)The Authority deems it to be in the public interest and in furtherance of the
purposes of the Act to accept the proposal submitted by Redeveloper as specified herein.
(d)The Redevelopment Project is expected to achieve the public purposes of the
Act by among other things, increasing employment, improving public infrastructure,
increasing the tax base, and lessening blighted and substandard conditions in the
Redevelopment Project Area and other purposes set forth in the Act.
(e)(1) The Redevelopment Plan is feasible and in conformity with the general
plan for the development of the City as a whole and the Redevelopment Plan is in
conformity with the legislative declarations and determinations set forth in the Act, and
(2) Based on representations made by the Redeveloper and information
provided to the Authority:
(i)the Project would not be economically feasible without the use of
tax-increment financing, and
(ii)the Project would not occur in the Redevelopment Project Area
without the use of tax-increment financing.
(f) The Authority has determined that the costs and benefits of the Project,
including costs and benefits to other affected political subdivisions, the economy of the
community, and the demand for public and private services have been analyzed by the
Authority and have been found to be in the long-term best interest of the community
impacted by the Project.
(g) The Authority has determined that the proposed land uses and building
requirements in the Redevelopment Area are designed with the general purpose of
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accomplishing, in conformance with the general plan, a coordinated, adjusted, and
harmonious development of the City and its environs which will, in accordance with
present and future needs, promote health, safety, morals, order, convenience, prosperity,
and the general welfare, as well as efficiency and economy in the process of development:
including, among other things, adequate provision for traffic, vehicular parking, the
promotion of safety from fire, panic, and other dangers, adequate provision for light and
air, the promotion of the healthful and convenient distribution of population, the provision
of adequate transportation, water, sewerage and other public utilities, schools, parks,
recreational and community facilities, and other public requirements, the promotion of
sound design and arrangement, the wise and efficient expenditure of public funds, and the
prevention of the recurrence of insanitary or unsafe dwelling accommodations, or
conditions of blight.
Section 2.02 Representations of Redeveloper.
The Redeveloper makes the following representations:
(a)The Redeveloper is a Nebraska limited liability company having the power
to enter into this Redevelopment Contract and perform all obligations contained herein
and by proper action has been duly authorized to execute and deliver this Redevelopment
Contract. Prior to the execution and delivery of this Redevelopment Contract, the
Redeveloper has delivered to the Authority a certificate of good standing, a certified copy
of the Redeveloper's by-laws and a certified copy of the resolution or resolutions
authorizing the execution and delivery of this Redevelopment Contract.
(b)The execution and delivery of this Redevelopment Contract and the
consummation of the transactions herein contemplated will not conflict with or constitute
a breach of or default under any debenture, note or other evidence of indebtedness or any
contract, loan agreement or lease to which Redeveloper is a party or by which it is bound,
or result in the creation or imposition of any lien, charge or encumbrance of any nature
upon any of the property or assets of the Redeveloper contrary to the terms of any
instrument or agreement.
(c)There is no litigation pending or to the best of its knowledge threatened
against Redeveloper affecting its ability to carry out the acquisition, construction,
equipping and furnishing of the Project or the carrying into effect of this Redevelopment
Contract or in any other matter materially affecting the ability to Redeveloper to perform
its obligations hereunder.
(d)The Project would not be economically feasible without the use of tax
increment financing.
(e)The Project would not occur in the Redevelopment Project Area without the
use of tax-increment financing.
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ARTICLE III
OBLIGATIONS OF THE AUTHORITY
Section 3.01 Division of Taxes.
In accordance with Section 18-2147 of the Act and the terms of the Resolution, the
Authority hereby provides that any ad valorem tax on any Lot or Lots located in the
Redevelopment Project Area for the benefit of any public body be divided for a period of fifteen
years after the effective date (the “Effective Date”), as described in Section 18-2147 (1) of the
Act, which Effective Date shall be the January 1, 2018. Said taxes shall be divided as follows:
(a)That portion of the ad valorem tax on the real estate located in the
Redevelopment Project Area which is produced by levy at the rate fixed each year by or
for each public body upon the "redevelopment project valuation" (as defined in the Act)
of the Redevelopment Project Area 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 Area in excess of such amount (the "Incremental Ad Valorem Tax"), if any, shall
be allocated to, is pledged to, and, when collected, paid into a special fund of the
Authority (designated in the Resolution as the "Note Fund") to pay the principal of, the
interest on, and any premium due in connection with the Indebtedness. When such
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 Phase shall be paid into the funds of the respective public bodies.
Section 3.02 Issuance of Indebtedness
The Authority shall authorize the issuance of the Indebtedness in the form and stated
principal amount and bearing interest and being subject to such terms and conditions as are
specified in the Resolution and this Redevelopment Contract; provided, at all times the
maximum amount of the Indebtedness shall be limited to the lesser of (i) the stated face amount
of the Indebtedness, or (ii) the sum of all Project Costs incurred by the Redeveloper as set forth
on Exhibit D. No Indebtedness will be issued until Redeveloper has acquired fee title to the
Redevelopment Project Property and become obligated for construction of the additions and
improvements forming a part of the Project as described in the Plan.
Prior to December 15, 2017, the Authority shall issue one Tax Increment Development
Revenue Note, in one taxable series, in a maximum principal amount of $263,000.00, in
substantially the form shown on the attached Exhibit C (“TIF Note”), for net funds available to
be purchased by Redeveloper (“TIF Note Purchaser”), in a written form acceptable to
Authority’s attorney, and receive Note proceeds from the TIF Note Purchaser in said amount. At
the option of the Authority, the Authority shall make a grant to Redeveloper in such amount, and
such grant shall offset TIF Note Purchaser’s obligation to purchase the TIF Note. Subject to the
terms of this Agreement and the Resolution, the Authority’s Treasurer on behalf of the Authority
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shall have the authority to determine the timing of issuing the Indebtedness and all the other
necessary details of the Indebtedness.
The Redeveloper agrees to purchase the Indebtedness at a price equal to the principal
amount thereof, in a private placement satisfactory to the Authority as to its terms and
participants (including any pledgee thereof). Neither the Authority nor the City shall have any
obligation to provide for the sale of the Indebtedness. It is the sole responsibility of the
Redeveloper to affect the sale of the Indebtedness by purchasing the Indebtedness in accordance
with the terms of this Redevelopment Contract and the Resolution. Redeveloper acknowledges
that it is its understanding and the Authority's understanding that interest on the Indebtedness
will be includable in gross income for federal income tax purposes and subject to Nebraska State
income taxation.
Section 3.03 Pledge of Revenues.
Under the terms of the Resolution, the Authority pledges 100% of the available annual
TIF Revenues derived from the Redevelopment Project Property as security for and to provide
payment of the Indebtedness as the same fall due (including payment of any mandatory
redemption amounts set for the Indebtedness in accordance with the terms of the Resolution).
Section 3.04 Purchase and Pledge of Indebtedness/Grant of Net Proceeds of Indebtedness.
The Redeveloper has agreed to purchase the Indebtedness from the Authority for a price
equal to the principal amount thereof, payable as provided in Section 3.02 and this Section 3.04.
The Redevelopment Plan provides for the Redeveloper to receive a grant under this
Redevelopment Contract. In accordance with the terms of the Redevelopment Plan the
Redeveloper is to receive a grant sufficient to pay the costs of site acquisition, demolition and
rehabilitation expenditures, all improvements related to Project public infrastructure costs, site
preparation costs, utility extensions and costs of the Authority for legal and plan preparation
including those items described on Exhibit D (the "Project Costs"), in the aggregate maximum
amount not to exceed $263,000.00. Notwithstanding the foregoing, the aggregate amount of the
Indebtedness and the grant shall not exceed the amount of Project Costs as certified pursuant to
Section 4.02 of this Redevelopment Contract. Such grant shall be made to the Redeveloper upon
certification of Project Costs as set forth herein and in the Resolution, and payment purchase of
the Indebtedness as provided in Section 3.02, unless Redeveloper elects to offset the payment of
the purchase of the Indebtedness with the grant proceeds as provided herein and in the
Resolution. The Authority shall have no obligation to provide grant funds from any source other
than as set forth in the Resolution and this Redevelopment Contract.
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Section 3.05 Creation of Funds.
In the Resolution, the Authority has provided for the creation of the following funds and
accounts which funds shall be held by the Authority separate and apart from all other funds and
moneys of the Authority and the City:
(a)a special trust fund called the “Peaceful Root Redevelopment Project Note Fund” (the “Note
Fund”). All of the TIF Revenues shall be deposited into the Note Fund. The TIF Revenues
accumulated in the Note Fund shall be used and applied on the Business Day prior to each Interest
Payment Date (i) to make any payments to the City or the Authority as may be required under the
Redevelopment Contract and (ii) to pay principal of or interest on the Note to the extent of any
money then remaining the Note Fund on such Interest Payment Date. Money in the Note Fund shall
be used solely for the purposes described herein and in the Resolution. All Revenues received
through and including December 31, 2032 shall be used solely for the payments required herein and
by the Resolution; and
(b)a special trust fund called the “Peaceful Root Redevelopment Project Fund” (the “Project
Fund”) The Authority shall disburse any money on deposit in the Project Fund from time to time to
pay or as reimbursement for payment made for the Project Costs in each case within 5 Business
Days after completion of the steps set forth herein and in the Resolution. If a sufficient amount to
pay a properly completed Disbursement Request (as defined in Section 4.02) is not in the Project
Fund at the time of the receipt by the Authority of such request, the Authority shall notify the owner
of the Note and such owner may deposit an amount sufficient to pay such request with the Authority
for such payment. As set forth in the Resolution, if the Redeveloper is the owner of the Note and
the Redeveloper so elects, the Authority shall make a grant to Redeveloper in the amount of an
approved Disbursement Request; in such event, the approved Disbursement Request amount shall
offset funding of the Note.
ARTICLE IV
OBLIGATIONS OF REDEVELOPER
Section 4.01 Construction of Project; Note; Insurance.
(a) Redeveloper will acquire the Project, demolish and rehabilitate structures on the site,
prepare the site for redevelopment, install all required utilities and improvements in the public
right-of-way in accordance with the plans and specifications provided to the Authority.
Redeveloper will coordinate with the City for the City’s design and construction required for the
installation of all public infrastructure improvements and right-of-way improvements. The
Redeveloper shall provide and pay for infrastructure installation.
Redeveloper shall pay for the costs of site acquisition, site preparation, demolition and
rehabilitation, utility extension, public infrastructure and costs of the Authority as set forth on
Exhibit D, from the grant provided in Section 3.04 hereof. Redeveloper shall be solely
responsible for obtaining all permits and approvals necessary to acquire, construct and equip the
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Project. Until construction of the Project has been completed, Redeveloper shall make reports in
such detail and at such times as may be reasonably requested by the Authority as to the actual
progress of Redeveloper with respect to construction of the Project. Such reports shall include
actual expenditures incurred as described on Exhibit D.
(b) Any general contractor chosen by the Redeveloper shall be required to obtain and keep
in force at all times until completion of construction, policies of insurance including coverage for
contractors' general liability and completed operations and a penal bond as required by the Act or
as is otherwise required by law. The City, the Authority and the Redeveloper shall be named as
additional insureds. Any contractor chosen by the Redeveloper or the Redeveloper itself, as
owner, shall be required to purchase and maintain property insurance upon the Project to the full
insurable value thereof. This insurance shall insure against the perils of fire and extended
coverage and shall include “All Risk" insurance for physical loss or damage. The contractor
with respect to any specific contract or the Redeveloper shall also carry insurance on all stored
materials. The contractor or the Redeveloper, as the case may be, shall furnish the Authority and
the City with a Certificate of Insurance evidencing policies as required above. Such certificates
shall state that the insurance companies shall give the Authority prior written notice in the event
of cancellation of or material change in any of any of the policies.
(c) Notwithstanding any provision herein to the contrary, in the event Redeveloper has
not acquired fee simple title to the Redevelopment Project Area on or before July 1, 2017, this
Redevelopment Contract shall be null and void and of no force or effect effective as of the date
of execution hereof, and neither party shall have any liability or obligation to the other party with
respect hereto.
(d) The Redeveloper shall provide a payment and performance bond from a bond company
doing business in the state of Nebraska in the total amount of all Redevelopment Project Costs or
such other amount as shall be approved by the Authority. The City and Authority shall be named
as beneficiaries under such bond.
Section 4.02 Cost Certification & Disbursement of Note Proceeds.
Proceeds of the Note may be advanced and disbursed in the manner set forth below:
(a)There shall be submitted to the Authority a grant disbursement request (the
“Disbursement Request”), executed by the Director of the City’s Planning Department and an
authorized representative of the Redeveloper, (i) certifying that a portion of the Project has been
substantially completed and (ii) certifying the actual costs incurred by the Redeveloper in the
completion of such portion of the Project.
(b)If the costs requested for reimbursement under the Disbursement Request are
currently reimbursable under Exhibit D of this Redevelopment Contract and the Community
Redevelopment Law, the Authority shall evidence such allocation in writing and inform the owner
of the Note of any amounts allocated to the Note.
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(c)Upon notification from the Authority as described in Section 4.02(b), deposits to the
accounts in the Project Fund may be made from time to time from funds received by the Authority
from the owner of the Note (if other than the Redeveloper) 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 Note and the Treasurer of the Authority shall inform
the Registrar (as defined in the Note Resolution) in writing of the date and amount of such deposits.
At the option of the Redeveloper, if the Redeveloper is the owner of the Note, the Authority shall
make a grant to Redeveloper in the amount of the approved Disbursement Request; in such event,
the approved Disbursement Request amount shall offset funding of the Note. The Registrar shall
keep and maintain a record of the amounts deposited into the Project Fund from Note 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 Note. The aggregate amount deposited into the Project Fund from
proceeds of the Note shall not exceed $263,000.00.
Section 4.03 No Discrimination.
Redeveloper agrees and covenants for itself its successors and assigns that it will not
discriminate against any person or group of persons on account of race, sex, color, religion,
national origin, ancestry, disability, marital status or receipt of public assistance in connection
with the Project. Redeveloper, for itself and its successors and assigns, agrees that during the
construction of the Project, Redeveloper will not discriminate against any employee or applicant
for employment because of race, religion, sex, color, national origin, ancestry, disability, marital
status or receipt of public assistance. Redeveloper will comply with all applicable federal, state
and local laws related to the Project.
Section 4.04 Assignment or Conveyance.
This Redevelopment Contract shall not be assigned by the Redeveloper without the
written consent of the Authority. Such consent shall not be unreasonably withheld. Redeveloper
agrees that it shall not convey any Lot or any portion thereof or any structures thereon to any
person or entity that would be exempt from payment of real estate taxes, and that it will not make
application for any structure, or any portion thereof, to be taxed separately from the underlying
land of any Lot.
Section 4.50 Payment of Authority Costs.
Redeveloper shall pay to the Authority the following sums upon execution hereof:
a. $3,600 for legal expenses of Authority
b. $1,000 for City and Authority administrative accounting of incremental tax payments.
c. $1,100 Application fee
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ARTICLE V
FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES
Section 5.01 Financing
Redeveloper shall pay all costs related to the redevelopment of the Redevelopment Project
Area and the Redevelopment Project Property which are in excess of the amounts paid from the
proceeds of the grant provided from the proceeds of the Indebtedness and granted to
Redeveloper. Redeveloper shall timely pay all costs, expenses, fees, charges and other amounts
associated with the Project.
ARTICLE VI
DEFAULT, REMEDIES; INDEMNIFICATION
Section 6.01 General Remedies of Authority and Redeveloper.
Subject to the further provisions of this Article VI, in the event of any failure to perform
or breach of this Redevelopment Contract or any of its terms or conditions, by any party hereto
or any successor to such party, such party, or successor, shall, upon written notice from the other,
proceed immediately to commence such actions as may be reasonably designed to cure or
remedy such failure to perform or breach which cure or remedy shall be accomplished within a
reasonable time by the diligent pursuit of corrective action. In case such action is not taken, or
diligently pursued, or the failure to perform or breach shall not be cured or remedied within a
reasonable time, this Redevelopment Contract shall be in default and the aggrieved party may
institute such proceedings as may be necessary or desirable to enforce its rights under this
Redevelopment Contract, including, but not limited to, proceedings to compel specific
performance by the party failing to perform or in breach of its obligations. The Redeveloper
hereby acknowledges and agrees that the Authority shall have completed its required
performances and satisfied all of its obligations under this Redevelopment Contract upon the
issuance of the Indebtedness and the subsequent payment of grant amounts to the Redeveloper as
set forth in Article III hereof and by complying with the obligations of all Redevelopment
Contract Amendments.
Section 6.02 Additional Remedies of Authority
In the event that (each such event an "event of default"):
(a)the Redeveloper, or its successor in interest, shall fail to commence the
construction of the improvements included in the Project Costs on or before July 1, 2017,
or shall abandon construction work related to the Project Costs, once commenced, for any
period of 180 days, excepting delays caused by inclement weather,
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(b)the Redeveloper, shall fail to pay real estate taxes or assessments on the
Redevelopment Project Property owned by the Redeveloper or any part thereof when due;
and
(c)there is a violation of any other provision of this Redevelopment Contract,
and such failure or action by the Redeveloper has not been cured within 90 days following
written notice from Authority, then the Redeveloper shall be in default of this
Redevelopment Contract.
In the event of such failure to perform, breach or default occurs and is not cured in the
period herein provided, the parties agree that the damages caused to the Authority would be
difficult to determine with certainty and that a reasonable estimation of the amount of damages
that could be incurred is the amount of the grant to Redeveloper pursuant to Section 3.04 of this
Redevelopment Contract, less any reductions in the principal amount of the Indebtedness, plus
interest on such amounts as provided herein (the "Liquidated Damages Amount"). Upon the
occurrence of an event of default, the Liquidated Damages Amount shall be paid by Redeveloper
to Authority within 30 days of demand from Authority given to the Redeveloper.
Interest shall accrue on the Liquidated Damages Amount at the rate of three percent (3%)
per annum and interest shall commence from the date that the Authority gives notice to the
Redeveloper demanding payment.
Payment of the Liquidated Damages Amount shall not relieve Redeveloper of its
obligation to pay real estate taxes or assessments with respect to the Redevelopment Project
Property and the Project.
Redeveloper, on or before contracting for work included within the Project Costs, shall
furnish to the Authority copies of labor and materials payment bonds and performance bonds for
each contract entered into by Redeveloper related to Project Costs. Each such bond shall show
the Authority and the City as well as the Redeveloper as beneficiary of any such bond, as and to
the extent commercially obtainable (as determined in the discretion of the Authority). In
addition, the Redeveloper shall provide a penal bond with good and sufficient surety to be
approved by the Authority, conditioned that the Redeveloper shall at all times promptly make
payments of all amounts lawfully due to all persons supplying or furnishing to any contractor or
his or her subcontractors (for each contract entered into by Redeveloper related to Project Costs)
with labor or materials performed or used in the prosecution of the work provided for in such
contract, and will indemnify and save harmless the Authority to the extent of any payments in
connection with the carrying out of such contracts which the Authority may be required to make
under the law.
Section 6.03 Remedies in the Event of Other Redeveloper Defaults.
In the event the Redeveloper fails to perform any other provisions of this Redevelopment
Contract (other than those specific provisions contained in Section 6.02), the Redeveloper shall
be in default. In such an instance, the Authority may seek to enforce the terms of this
Redevelopment Contract or exercise any other remedies that may be provided in this
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Redevelopment Contract or by applicable law; provided, however, that any defaults covered by
this Section shall not give rise to a right or rescission on termination of this Redevelopment
Contract, and shall not be covered by the Liquidated Damages Amount.
Section 6.04 Forced Delay Beyond Party's Control.
For the purposes of any of the provisions of this Redevelopment Contract, neither the
Authority nor the Redeveloper, as the case may be, nor any successor in interest, shall be
considered in breach of or default in its obligations with respect to the conveyance or preparation
of the Redevelopment Area or any part thereof for redevelopment, or the beginning and
completion of construction of the Project, or progress in respect thereto, in the event of forced
delay in the performance of such obligations due to unforeseeable causes beyond its control and
without its fault or negligence, including, but not restricted to, acts of God, or of the public
enemy, acts of the Government, acts of the other party, fires, floods, epidemics, quarantine
restrictions, strikes, freight embargoes, and unusually severe weather or delays in subcontractors
due to such causes; it being the purpose and intent of this provision that in the event of the
occurrence of any such forced delay, the time or times for performance of the obligations of the
Authority or of the Redeveloper with respect to construction of the Project, as the case may be,
shall be extended for the period of the forced delay: Provided, that the party seeking the benefit
of the provisions of this section shall, within thirty (30) days after the beginning of any such
forced delay, have first notified the other party thereto in writing, and of the cause or causes
thereof and requested an extension for the period of the forced delay.
Section 6.05 Limitations of Liability; Indemnification.
Notwithstanding anything in this Article VI or this Redevelopment Contract to the
contrary, neither the City, the Authority, nor their respective elected officials, officers, directors,
appointed officials, employees, attorneys, agents or their governing bodies shall have any
pecuniary obligation or monetary liability under this Redevelopment Contract. The sole
obligation of the Authority under this Redevelopment Contract shall be the issuance of the
Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, and full
compliance with the terms specifically set forth Article III hereof and payment of TIF Revenues
pledged pursuant to the Resolution. The Redeveloper releases the City and Authority from,
agrees that neither the City nor Authority shall be liable for, and agrees to indemnify and hold
the City and Authority harmless from any liability for any loss or damage to property or any
injury to or death of any person that may be occasioned by any cause whatsoever pertaining to
the Project.
The Redeveloper will indemnify and hold each of the City and Authority and their
respective elected officials, directors, officers, appointed officials, attorneys, agents, employees
and members of their governing bodies free and harmless from any loss, claim, damage, demand,
tax, penalty, liability, disbursement, expense, excluding litigation expenses, attorneys' fees and
expenses, or court costs arising out of any damage or injury, actual or claimed, of whatsoever
kind or character, to property (including loss of use thereof) or persons, occurring or allegedly
occurring in, on or about that portion of the Project owned by the Redeveloper, during the term
of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, related to
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activities of the Redeveloper or its agents during the construction of the public infrastructure or
public right of ways in the Project.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Notice Recording.
This Redevelopment Contract or a notice memorandum of this Redevelopment Contract
may be recorded in the office of the Register of Deeds of Hall County, Nebraska.
Section 7.02 Governing Law.
This Redevelopment Contract shall be governed by the laws of the State of Nebraska,
including but not limited to the Act.
Section 7.03 Binding Effect: Amendment, Assignment.
This Redevelopment Contract shall be binding on the parties hereto and their respective
successors and assigns. The Redevelopment Contract shall not be amended except by a writing
signed by the party to be bound. The Redeveloper may assign its rights and obligations to a
controlled entity which shall be bound by all the terms hereof.
Section 7.04 Effective Date and Implementation of Redevelopment Contract.
This Agreement is in full force and effect from and after the date of execution hereof by
both the Redeveloper and the Authority.
Section 7.05 Notices to Parties.
Notices to Parties shall be mailed by U. S. Mail to the following addresses:
Redeveloper:
Peaceful Root, LLC
1107 West 11th Street
Grand Island, NE 68801
Authority and City:
Director
Grand Island Community Redevelopment Authority
Hall County Regional Planning Department
100 E 1st Street
P.O. Box 1968
Grand Island, NE 68802
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IN WITNESS WHEREOF, City and Redeveloper have signed this Redevelopment Contract as
of the date and year first above written.
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF
ATTEST:GRAND ISLAND, NEBRASKA
____________________________ By:________________________
Secretary Chairman
STATE OF NEBRASKA )
) SS
COUNTY OF HALL )
The foregoing instrument was acknowledged before me this 15th day of March 2017, by
________________ and ________________, Chairman and Secretary, respectively, of the
Community Redevelopment Authority of the City of Grand Island, Nebraska, on behalf of the
Authority.
____________________________
Notary Public
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Peaceful Root, LLC
By:______________________
Manager
STATE OF NEBRASKA )
) SS
COUNTY OF HALL )
The foregoing instrument was acknowledged before me this 15th day of March, 2017, by
__________________________, Manager of Peaceful Root, LLC, on behalf of the limited
liability company.
________________________
Notary Public
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EXHIBIT A
DESCRIPTION OF REDEVELOPMENT AREA
The Easterly Two Thirds of Lot Six and the Westerly One Third of Lot Seven, Block 66,Original
Town, now City of Grand Island, Hall County, Nebraska.
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EXHIBIT B
REDEVELOPMENT PLAN
[Attach copy of Redevelopment Plan Amendment]
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EXHIBIT C
(FORM OF NOTE)
UNITED STATES OF AMERICA
STATE OF NEBRASKA
COUNTY OF HALL
COMMUNITY REDEVELOPMENT AUTHORITY
OF THE CITY OF GRAND ISLAND, NEBRASKA
TAX INCREMENT DEVELOPMENT REVENUE NOTE
(PEACEFUL ROOT REDEVELOPMENT PROJECT), SERIES 2017
No. R-1 Up to $263,000.00
(subject to reduction as described herein)
Date of Date of Rate of
Original Issue Maturity Interest
March 15, 2017 December 31, 2032 0.0%
REGISTERED OWNER: Peaceful Root, LLC
PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE
NOTE 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 Note to
be signed by the manual signature of the Chairman of the Authority, countersigned by the
manual signature of the Secretary of the Authority, 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 June 1 and December 1 of
each year until payment in full of such Principal Amount, beginning June 1, 2019, by check or
draft mailed to the Registered Owner hereof as shown on the Note 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 Note registration
books. The principal of this Note 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 Note 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. 237 duly passed and adopted by
the Authority on March 15, 2017, as from time to time amended and supplemented (the
“Resolution”).
THE PRINCIPAL AMOUNT OF THIS NOTE IS SET FORTH IN SCHEDULE 1
ATTACHED HERETO. THE MAXIMUM PRINCIPAL AMOUNT OF THIS NOTE IS
$263,000.00.
This Note is a special limited obligation of the Authority payable as to principal and
interest solely from and is secured solely by the Revenue (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 Revenue represents that portion of ad valorem taxes levied by public
bodies of the State of Nebraska, including the City, on real property in the 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 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 Note, the nature and extent of
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the security thereby created, the terms and conditions under which this Note has been issued, the
rights and remedies of the Registered Owner of this Note, and the rights, duties, immunities and
obligations of the City and the Authority. By the acceptance of this Note, 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 Note 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 Note 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 Note 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 Note 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 Note under the column headed “Principal Amount
Redeemed” on the Table and may enter the then outstanding principal amount of this Note 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 Note shall be the official records of the Cumulative Outstanding Principal
Amount of this Note 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 Note by its acceptance hereof
hereby assents, for definitions of terms; the description of and the nature and extent of the security
for this Note; the Revenue and other money and securities pledged to the payment of the principal
of and interest on this Note; 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 Note; 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 Note,
and this Note 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 Note is subject to redemption prior to maturity, at the option of the Authority, in
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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 Note 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 Note, 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 Note so redeemed shall become due and payable and if
money for the payment of the portion of the Note 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 Note 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 Note. Upon such transfer, a new Note 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 Note is being issued as a registered Note without coupons. This Note 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 Note
have happened, do exist and have been performed in regular and due time, form and manner; that
this Note 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 Note 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 Note and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ agent to transfer the within Note on the Note 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 Note 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
PEACEFUL ROOT REDEVELOPMENT PROJECT
TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2017
Date
Principal
Amount
Advanced
Principal
Amount
Redeemed
Cumulative
Outstanding
Principal
Amount
Notation
Made
By
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Exhibit D
Project Costs
Redevelopment Project Costs
1. Site Rehabilitation $263,000.00
TOTAL $263,000.00
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Peaceful Root, LLC
March 15, 2017
Community Redevelopment Authority of the City
of Grand Island, Nebraska
Grand Island, NE
Not to Exceed $263,000
Community Redevelopment Authority of the City of Grand Island, Nebraska
Peaceful Root, LLC, Redevelopment Project
Tax Increment Development Revenue Note
Ladies and Gentlemen,
The undersigned agrees to purchase the Note issued by the Community Redevelopment Authority
of the City of Grand Island (the “Issuer”), as specified on the attached Schedule I (the “Note”) and for
consideration received, the undersigned (the “Purchaser”) hereby certifies as follows:
1.The Purchaser has based its decision to invest in the Note solely on its own review and
negotiation of the documents providing for the issuance of the Note (the “Transaction Documents”) and
its own investigation, discussion, review, underwriting credit analysis and related undertakings with
respect to the TIF Project.
2.It is understood that the Purchaser has undertaken to verify the accuracy, completeness
and truth of any statements made concerning the transaction reflected in the Transaction Documents,
including information regarding the business and financial condition of Peaceful Root, LLC (the
“Company”) and the TIF Project, and including, but not limited to, the circumstances under which the
Note may be redeemed or defeased prior to its maturity, in whole or in part, and any credit or
reinvestments risks associated with redemption or defeasing the Note, underwriting and analyzing the
credit of the TIF Project, the Company and the credit risks associated with the sources of payments made
on, or with respect to, the Note. The Purchaser has conducted its own investigation of the transaction
reflected in the Transaction Documents, including information regarding the business and financial
condition of the Company.
3.The Purchaser has met with the Company and/or its designated representatives and has
been afforded the opportunity to ask such questions of them as the Purchaser has deemed necessary in
making its investment decisions, including, but not limited to, the circumstances under which the Note
may be redeemed or defeased, in whole or in part, prior to its maturity, and the credit and investment risks
associated with redemption or defeasance of the Note.
4.The Purchaser is familiar with the condition, financial and otherwise, of the Company,
and the Company has made available to the Purchaser the opportunity to request and obtain all of the
information referred to in the Transaction Documents to evaluate the merits and risks of an investment in
the Note.
5. The Purchaser has been offered copies of, or full access to, each of the Transaction
Documents and all documents relating to the terms and conditions of the offering and the issuance of the
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Note (including, but not limited to, information regarding payment, redemption, defeasance and security
with respect to the Note, and all records, reports, financial statements and other information concerning
the TIF Project, the Company and any third parties which is or may be pertinent to the source of payment
redemption, defeasance and security for the Note) which, as a sophisticated and reasonable investor, the
Purchaser has requested and to which, as a sophisticated and reasonable investor, the Purchaser would
attach significance in making investment decisions.
6.The 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 Purchaser can bear the economic risk of its investment in the Note and
has such knowledge and experience in business and financial matters, including purchase and ownership
of municipal and other obligations, and the analysis of purchasing similar speculative, unrated, real-estate
secured investments, as to be capable of evaluating the merits and risks of the investment represented by
its investment in the Note and is aware of the intended use of the proceeds of the Note and the risks
involved therein.
7.The Purchaser is duly and legally authorized to purchase obligations such as the Note and
its investment in the Note is a lawful investment for it under all applicable laws.
8.The Note has been purchased for the account of the Purchaser for its own investment
with its own unencumbered funds. The Purchaser has not borrowed funds or pledged any collateral
(including, but not limited to, the Note) in connection with its purchase of the Note, and the Purchaser has
not undertaken, has not agreed to undertake and neither does the Purchaser have the intention of
undertaking, any distribution, securitization, hypothecation transfer, resale, pledge, collateralization or
any other encumbrance on or disposal of the Note (or any portion thereof or interest therein) (any such
action (whether before or after the purchase of the Note by the Purchaser) constituting a “Transfer of Note
Interest”). The Purchaser holds, and intends to hold, the Note for its own account and for an indefinite
period of time and does not intend to take any action which could constitute a Transfer of Note Interest.
The Purchaser understands that any Transfer of Note Interest is restricted pursuant to the terms of this
Purchase Letter. The Purchaser is not acting as an “underwriter” within the meaning of that term under
federal or Nebraska state laws.
9.The Purchaser acknowledges and represents that it has been advised the Note is not
registered under the Securities Act of 1933, as amended (the “1933 Act”), or any federal or state
securities agency or commission, and that the Company is not presently required to register under Section
12 of the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and that no trading market
now exists for the Note. The Purchaser realizes that if the Purchaser undertakes any Transfer of Note
Interest, there may not be available current business and financial information about the Company or the
TIF Project. The Purchaser understands that any Transfer of Note Interest is restricted pursuant to the
terms of this Purchase Letter, including, but not limited to, the requirement that prior to the date on which
any such Transfer of Note Interest is to be completed, the transferee sign a Purchase Letter substantially
identical to this Purchase Letter and otherwise in form satisfactory to the Issuer, and each of the
conditions in paragraph 14 below shall have been satisfied. Accordingly, the Purchaser understands that
it may need to bear risks of investment in the Note for an indefinite period of time since any Transfer of
Note Interest prior to the maturity of the Note may not be possible or may be at a price below that which
the Purchaser is paying for the Note.
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10.The Purchaser acknowledges that the Note is being purchased in a direct private
placement negotiated between the Issuer and the Purchaser in which no broker, dealer or municipal
securities dealer has participated and is therefore not subject to any of the requirements of Rule 15c2-12
of the Securities and Exchange Commission requiring the providing of certain information upon issuance
and certain additional information on a periodic basis.
11.The Purchaser acknowledges that the principal amount and debt service on the Note has
been scheduled based upon estimates and assumptions provided by the Company (which may be
optimistic or “best case” estimates or assumptions of the Company not in any respect verified or
evaluated by the Issuer), and that such estimates and assumptions may vary materially; that tax increment
revenues may be altered or eliminated entirely based upon future decisions of taxing and assessing
authorities, the Nebraska Legislature or the voters of the State of Nebraska or by future court decisions,
and that the lands within the development may or may not be developed in a manner sufficient to generate
incremental tax revenues sufficient to pay debt service on the Note.
12.The Purchaser understands that the purchase price of the Note is in the form of an offset
against the grant to the Purchaser provided in Section 3.02 of the Redevelopment Contract by and
between the Issuer and the Company dated March 15, 2017 (the “Redevelopment Contract”) and that such
offset is at the request of the Purchaser.
13.The Purchaser acknowledges the information provided by the Company may contain
forward looking statements. These forward looking statements, which in any event are not statements
made by, or on behalf of, the Issuer, may involve risks and uncertainties that could cause actual results to
differ materially from those anticipated in the forward looking statements.
14.The Purchaser will not undertake any Transfer of Note Interest, except:
(a)in full good-faith compliance with all applicable state and federal securities and
banking laws;
(b)with full and accurate disclosure of all material facts to the prospective
purchaser(s) or transferee(s) to whom the Transfer of Note Interest is being made by the Purchaser (each,
a “Transferee”);
(c)either under effective federal and state registration statements (which the Issuer
shall not in any way be obligated to provide) or pursuant to exemptions from such registrations (as
reflected in an opinion of nationally recognized securities counsel acceptable to the Issuer);
(d)only in authorized denominations (as defined in the Purchase Letter);
(e)to a Transferee delivering a purchase letter substantially identical to this Purchase
Letter and otherwise in form and substance satisfactory to the Issuer;
(f)upon delivery to the Issuer of a certificate in form and substance satisfactory to
the Issuer from the Purchaser, in its capacity as transferor, to the effect that, after due inquiry, the
Purchaser, in its capacity as transferor, has reason to believe that the representations of the Transferee set
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forth in its Purchaser Letter are accurate and, in its capacity as transferor, the Purchaser has disclosed to
the Transferee such information and risks concerning the Note and related security as a reasonable
investor would consider material.
15.The Purchaser acknowledges that stop transfer notations may be made on the Note or any
other documents evidencing ownership of the Note to the effect that the Note has not been registered
under the Securities Act of 1933 or the applicable “Blue Sky” laws and that no Transfer of Note Interest
may be undertaken unless the Note is registered thereunder or such Transfer of Note Interest is pursuant
to an exemption from such registration (as reflected in an opinion of nationally recognized securities
counsel acceptable to the Issuer) and otherwise in accordance with this Purchase Letter.
16.The Purchaser understands that any liability of the Issuer to the Purchaser is limited to the
Issuer’s interest in the Redevelopment Contract and any security with respect thereto delivered by, or on
behalf of, the Company and the Purchaser shall look exclusively thereto for payment on the Note and that
no recourse for the payment of any part of the principal of, premium, if any, or interest on the Note or for
the satisfaction of any liability arising from, founded upon or existing by reason of the issuance, purchase
or ownership of the Note shall be had against the Issuer or any officer, director, member, agent or
employee of the Issuer or the City of Grand Island, as such, all such liability being hereby expressly
released and waived as a condition of and as a part of the consideration for the issuance of the Note.
17.The Purchaser understands that (a) the Note is not secured by any obligation or pledge of
any moneys received or to be received from taxation or from the Issuer or the City of Grand Island or any
political subdivision or taxing authority thereof, (b) the Note will never represent or constitute a general
obligation, debt, bonded indebtedness or pecuniary obligation of the Issuer, the City of Grand Island or
any political subdivision thereof, (c) no right will exist to have taxes levied by the Issuer or the City of
Grand Island or any political subdivision thereof for the payment of principal of, premium, if any, or
interest on the Note, and (d) the Note is a limited obligation of the Issuer, payable solely out of and
secured by income and revenue related to the TIF Project, as pledged pursuant to the Redevelopment
Contract.
18.The Purchaser understands that the Note and interest on the Note are not exempt from
taxation for purposes of federal and Nebraska State taxation.
Very truly yours,
PURCHASER
Peaceful Root, LLC
By:___________________________
Its Manager
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Peaceful Root, LLC
Received and Acknowledged by:
THE COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND ISLAND
_______________________________
Chair
ATTEST:
_______________________________
Secretary
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Peaceful Root LLC
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE
TRANSFERRED UNLESS THE PROPOSED ASSIGNEE IS A BANK OR A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION AND THE OWNER 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 NOTE MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS AND
CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN SECTION 3.6 OF
RESOLUTION NO. 237 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
PEACEFUL ROOT, LLC, REDEVELOPMENT PROJECT
TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2017
No. R-1 Up to $263,000
(subject to reduction as described herein)
Date of Date of Rate of
Original Issue Maturity Interest
March 15, 2017 December 31, 2032 0.00%
REGISTERED OWNER: Peaceful Root, LLC
PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE NOTE
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 Note to be signed by the manual
signature of the Chairman of the Authority, countersigned by the manual signature of the Secretary of the
Authority.
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Peaceful Root LLC
COMMUNITY REDEVELOPMENT
AUTHORITY OF THE CITY OF GRAND
ISLAND, NEBRASKA
[S E A L]
By: (manual signature)
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 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”), payable semiannually on June 1 and December 1 of each year until payment in full of such
Principal Amount, beginning June 1, 2019, by check or draft mailed to the Registered Owner hereof as
shown on the note registration books maintained by the Registrar on the 15th day of the month preceding
the month in which the applicable payment date occurs, at such Owner’s address as it appears on such
note registration books. The principal of this Note is 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 Note 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. 237 duly passed and adopted by the Authority on
March 15, 2017, as from time to time amended and supplemented (the “Resolution”).
THE PRINCIPAL AMOUNT OF THIS NOTE IS SET FORTH IN SCHEDULE 1
ATTACHED HERETO. THE MAXIMUM PRINCIPAL AMOUNT OF THIS NOTE IS $263,000.
This Note has been issued by the Authority for the purpose of financing the costs of constructing,
reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing and completing certain
improvements within the area identified and referred to as the City of Grand Island Redevelopment Plan
Amendment for Redevelopment Area #6 December 2016, (Peaceful Root, LLC, Project) which is more
specifically described in the Resolution, and to carry out the Authority’s corporate purposes and powers in
connection therewith.
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 Note, the nature and extent of the security thereby
created, the terms and conditions under which this Note has been issued, the rights and remedies of the
Registered Owner of this Note, and the rights, duties, immunities and obligations of the City and the
Authority. By the acceptance of this Note, the Registered Owner assents to all of the provisions of the
Resolution.
This Note is a special limited obligation of the Authority payable as to principal solely from and is
secured solely by the Tax Revenue (as defined in the Resolution) pledged under the Resolution, all on the
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Peaceful Root LLC
terms and conditions set forth in the Resolution. The Tax Revenue represents that portion of ad valorem
taxes levied by public bodies of the State of Nebraska, including the City, on real property in the 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 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.
The principal hereon shall not be payable from the general funds of the City nor the Authority nor
shall this Note 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 Note 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 Tax Revenues and other funds pledged
under the Resolution, which Tax Revenues and other funds have been and hereby are pledged to the
punctual payment of the principal of and interest on this Note in accordance with the provisions of this
Resolution.
The Registrar 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 Note 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 Note under
the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding
principal amount of this Note under the column headed “Cumulative Outstanding Principal Amount” on the
Table. Notwithstanding the foregoing, the records maintained by the Registrar as to the principal amount
issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding
Principal Amount of this Note 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 Note by its acceptance hereof hereby assents,
for definitions of terms; the description of and the nature and extent of the security for this Note; the Tax
Revenue pledged to the payment of the principal on this Note; 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 Note; 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 Note, and this
Note 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 Note 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 Note 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
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Peaceful Root LLC
Owner hereof. If this Note, 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 Note so
redeemed shall become due and payable and if money for the payment of the portion of the Note so
redeemed shall be held for the purpose of such payment by the Registrar.
This Note 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 Note. Upon such transfer, a new Note 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 note is being issued as a registered note without coupons. This note 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 Note have happened,
do exist and have been performed in regular and due time, form and manner; that this Note 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 Note as provided in this Resolution.
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Peaceful Root LLC
(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 note and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ agent to transfer the within Note on the note 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
note 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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Peaceful Root LLC
SCHEDULE 1
TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT
COMMUNITY REDEVELOPMENT AUTHORITY OF
THE CITY OF GRAND ISLAND, NEBRASKA
PEACEFUL ROOT, LLC, REDEVELOPMENT PROJECT
TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2017
Date
Principal Amount
Advanced
Principal Amount
Redeemed
Cumulative
Outstanding
Principal
Amount
Notation
Made
By
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RECEIPT OF NOTE
Peaceful Root, LLC, hereby certifies that it has received the Tax Increment
Development Revenue Note (Peaceful Root, LLC, Redevelopment Project) pursuant to a
Redevelopment Contract dated March 15, 2017, issued by the Community Redevelopment
Authority of Grand Island, Nebraska, in the amount of $263,000 (not to exceed $263,000), dated
March 15, 2017.
Dated: March 15, 2017
Peaceful Root, LLC
_______________________
Manager
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