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05-08-2019 Community Redevelopment Authority Regular Meeting Packet Community Redevelopment Authority (CRA) Wednesday, May 8, 2019 Regular Meeting Packet Board Members: Tom Gdowski - Chairman Glen Murray – Vice Chairman Sue Pirnie Glenn Wilson Krae Dutoit 4:00 PM Grand Island Regular Meeting - 5/8/2019 Page 1 / 110 Call to Order Roll Call A - SUBMITTAL OF REQUESTS FOR FUTURE ITEMS Individuals who have appropriate items for City Council consideration should complete the Request for Future Agenda Items form located at the Information Booth. If the issue can be handled administratively without Council action, notification will be provided. If the item is scheduled for a meeting or study session, notification of the date will be given. B - RESERVE TIME TO SPEAK ON AGENDA ITEMS This is an opportunity for individuals wishing to provide input on any of tonight's agenda items to reserve time to speak. Please come forward, state your name and address, and the Agenda topic on which you will be speaking. DIRECTOR COMMUNICATION This is an opportunity for the Director to comment on current events, activities, and issues of interest to the commission. Grand Island Regular Meeting - 5/8/2019 Page 2 / 110 Community Redevelopment Authority (CRA) Wednesday, May 8, 2019 Regular Meeting Item A1 Agenda May 8, 2019 Staff Contact: Grand Island Regular Meeting - 5/8/2019 Page 3 / 110 Grand Island Regular Meeting - 5/8/2019 Page 4 / 110 CRA Agenda Overview May 8, 2019 COMMUNITY REDEVELOPMENT AUTHORITY AGENDA MEMORANDUM 4 p.m. Wednesday, May 8, 2019 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 April 10, 2019, are submitted for approval. A MOTION is in order. 3. APPROVAL OF FINANCIAL REPORTS. Financial reports for the period of April 1 through 30, 2019 are submitted for approval. A MOTION is in order. 4. APPROVAL OF BILLS. Payment of bills in the amount of $3972.42 is submitted for approval. A MOTION is in order. 5. REVIEW OF COMMITTED PROJECTS AND CRA PROPERTIES. 6. REDEVELOPMENT CONTRACT CRA AREA 1 221-223 W 3rd STREET- WALD 12 PROPERTIES LLC Concerning an amendment to the redevelopment plan for CRA Area No. 1 to allow for redevelopment 221-223 W. Third (Greenburgers Building) to renovate commercial space in the basement and first floors, second floor residential and rooftop use.. The developer is requesting $530,004 of tax increment financing. The CRA may forward the plan to the Grand Island City Council for consideration and approval prior to consideration of a redevelopment contract. A MOTION to approve Resolution 312 is in order. 7. REDEVELOPMENT PLAN AMENDMENT CRA AREA 1 221-223 W 3rd STREET- WALD 12 PROPERTIES LLC CRA AREA 1 PROPERTY LOCATED NORTH OF FOURTH STREET BETWEEN WILLOW STREET AND CONGDON AVENUE – STAROSTKA CONTRACTING LLC Concerning an amendment to the redevelopment plan for CRA Area No. 1 to allow for redevelopment Lots 11, 12, and parts of lots 13 and 14 of Lambert’s Subdivision in Grand Island, Nebraska for the development of 20 single family residential lots including acquisition, grading and demolition and installation necessary utilities and streets. The developer is requesting $1,165,090 of tax increment financing. The CRA may forward the plan to the Grand Island City Council for consideration and approval prior to consideration of a redevelopment contract. A MOTION to approve Resolution 313 is in order. Grand Island Regular Meeting - 5/8/2019 Page 5 / 110 Community Redevelopment Authority (CRA) Wednesday, May 8, 2019 Regular Meeting Item B1 Meeting Minutes April 10, 2019 Staff Contact: Grand Island Regular Meeting - 5/8/2019 Page 6 / 110 OFFICIAL PROCEEDINGS MINUTES OF COMMUNITY REDEVELOPMENT AUTHORITY MEETING OF April 10, 2019 Pursuant to due call and notice thereof, a Meeting of the Community Redevelopment Authority of the City of Grand Island, Nebraska was conducted on April 10, 2019 at City Hall, 100 E. First Street. Notice of the meeting was given in the April 3, 2019 Grand Island Independent. 1.CALL TO ORDER. Chairman Gdowski called the meeting to order at 12:00 p.m. The following members were present: Glen Murray, Krae Dutoit and Sue Pirnie. Also present were: Director Chad Nabity, Planning Administrative Assistant Norma Hernandez, City Administrator Brent Clark, Finance Director Pat Brown, City Council President Vaughn Minton and Brian Schultz from the Grand Island Finance Department. 2.APPROVAL OF MINUTES. A motion for approval of the Minutes for the March 20, 2019 meeting was made by Dutoit and second by Pirnie. Upon roll call vote, all present voted aye. Motion carried 4-0. 3.APPROVAL OF FINANCIAL REPORTS. Brian Schultz reviewed the financials from March 1, 2019 to March 31, 2019. Brian Schultz stated money was mistakenly received from the county. The county sent the increment they collected for the Cairo business park. It should go to the Village of Cairo. It will be paid back out to the county under future TIF projects. A motion for approval of the financial reports was made by Murry and second by Dutoit. Upon roll call vote, all present voted aye. Motion carried 4-0. 4.APPROVAL OF BILLS. The bills were reviewed by Brian Shultz. A motion was made by Pirnie and second by Dutoit to approve the bills in the amount of $7,584.69. Upon roll call vote, all present voted aye. Motion carried 4-0. 5.REVIEW OF COMMITTED PROJECTS & CRA PROPERTY. The committed projects and CRA properties were reviewed by Nabity. Façade Projects -- Nabity mentioned the Bosselman project will be getting started once it stops snowing. The Hedde Building they’re continuing to work on and making good improvements. The Old City Hall building will start any time now. Paramount Development for the first floor handicap accessible apartment they’re working on that. Take Flight will start once the weather warms up. Life Safety Grants – Hedde Building Grand Island Regular Meeting - 5/8/2019 Page 7 / 110 201 & 203 W. 3rd Street, Old Sears Building (4 apartments) should be done this summer, Peaceful Root – have not heard anything, they are working on getting their occupancy certificates. The contract for Rawr Holdings and Wing Properties was received and will get started. Property – The proposal from Talon apartments was received for the purchase of a portion of Desert Rose property. 6.Redevelopment Contract Approval for CRA Area #1 for the commercial/office use redevelopment of the Old Wells Fargo Building 304 W 3rd Street. – Amur Real Estate I. A. Consideration of Resolution 307 – Council approved and CRA is authorized to enter into a redevelopment contract. Amur Real Estate is looking into 2.7 million in total investment and 360,000 in TIF. Only change would be the date to commence of July 2019. A motion was made by Murray and second by Pirnie to approve Resolution 307. Upon roll call vote all, voted aye. Motion carried 4-0. 7. Redevelopment Plan Amendment for CRA Area #1 for the commercial and residential redevelopment of the Greenburgers Building 221-223 W 3rd Street. – Wald 12 Properties. A.Consideration of Resolution 308 – Forward a Redevelopment Plan Amendment to the Grand Island City Council for commercial and residential redevelopment of Greenburgers Building 221-223 W 3rd Street – Wald 12 Properties. Nabity stated they are proposing to put in a litter over 2 million dollars of investment in the building and requesting $530,000 in TIF. They will redevelop the basement, first and roof for commercial space and the second floor for apartments. They are looking at five apartments and some rooftop dining. A motion was made by Dutoit and second by Murray to approve Resolution 308. Upon roll call vote all, voted aye. Motion carried 4-0. 8.Redevelopment Plan Amendment for CRA Area #1 for the residential redevelopment of the property located north of 4th Street between Willow Street and Congdon Avenue – Starostka Contracting LLC. A.Consideration of Resolution 309 – Forward a Redevelopment Plan Amendment to the Hall County Regional Planning Commission for the residential redevelopment of the property located north of 4th Street between Willow Street and Condgon Avenue – Starostka Contracting LLC. Grand Island Regular Meeting - 5/8/2019 Page 8 / 110 B.Consideration of Resolution 310 – Resolution of Intent to enter into a Site Specific Redevelopment Contract and Approval of related actions 30-day notice to city council for the residential redevelopment of the property located north of 4th Street between Willow Street and Congdon Avenue – Starostka Contracting LLC. Nabity explained the project was mentioned last month on the director’s report. The Starostka’s have owned the property for a number of years. The Starostka’s have brought forward a TIF application to help pay for sewer, water, and streets and grading. They will be submitting a request to rezone the property. Part of the property is zoned residential and part is manufactured. Nabity is recommending in favor and making the change in the comprehensive plan. If the city council approves the project, they are looking at building 4-5 houses a year over the course of 4-5 years. This project is in the same neighborhood of Mr. Hoppe’s project. A letter was sent to Virgil Harden to notify him of him this request. Nabity is recommending that CRA purchase the first part of the bond to offset the cost of the additional sewer services. A motion was made by Murray and second by Pirnie to approve Resolutions 309 and 310. Upon roll call vote all voted aye. Motion carried 4-0. 9.Discussion and Action on Grand Island Christian School Subordination Agreement. Nabity stated Grand Island Christian School was purchased by True North Church about 3 years ago. The church agreed to let them continue operating the school. The school is closing and the church will still be there. The lien that was on there as a forgivable lien was subordinated. The bank has made an additional loan to True North Church for improvements. The value is there and ours is already an unforgiveable lien. The church plans on continuing to own the property. Our position will move behind the bank, standard for CRA to do with community development block grant loans. A motion was made by Dutoit and second by Pirnie to approve action on Grand Island Christian School subordination agreement. Upon roll call all 3 voted aye and Gdowski abstained. Motion carried 3-1. 10.Discussion and Action on Sale of a portion of Desert Rose Property. a.Consideration of Resolution 311 – Nabity stated there is a little over 11,000 square feet total that they are requesting about half of that easement that we granted. It will give them access to the public way. They did offer $3.26 a square foot which was the appraised value. A motion was made by Pirnie and second by Dutoit to approve Resolution 311. Upon roll call all voted aye. Motion carried 4-0. Grand Island Regular Meeting - 5/8/2019 Page 9 / 110 11.Director’s Report Nabity mentioned Blight Study Area 16 will go to City Council in 2 weeks. Council did move forward with annexing the remainder of that property. We will also have a study there for Area 29 which is around Lewis Greenscape. Nabity also stated we may end up with some potential amendments for the hospital. 12.Adjournment Gdowski adjourned the meeting at 12:35 p.m. The next meeting is scheduled, Wednesday, May 8, 2019. Respectfully Submitted, Norma Hernandez Administrative Assistant Grand Island Regular Meeting - 5/8/2019 Page 10 / 110 Community Redevelopment Authority (CRA) Wednesday, May 8, 2019 Regular Meeting Item C1 Financial Report Staff Contact: Grand Island Regular Meeting - 5/8/2019 Page 11 / 110 MONTH ENDED 2018-2019 2019 REMAINING % OF BUDGET April-19 YEAR TO DATE BUDGET BALANCE USED CONSOLIDATED Beginning Cash 217,951 675,752 REVENUE: Property Taxes - CRA 30,515 139,879 489,000 349,121 28.61% Property Taxes - Lincoln Pool - 32,839 197,000 164,161 16.67% Property Taxes -TIF's 122,009 862,634 3,149,000 2,695,240 27.39% Loan Income (Poplar Street Water Line) - - 14,000 14,000 0.00% Interest Income - CRA - 5,242 300 - 1747.37% Interest Income - TIF'S - 194 - - Land Sales 500 500 100,000 99,500 0.50% Other Revenue - CRA - 954,371 430,000 - 221.95% Other Revenue - TIF's - 24,897 - - TOTAL REVENUE 153,025 2,020,555 4,379,300 3,322,022 46.14% TOTAL RESOURCES 370,976 2,020,555 5,055,052 3,322,022 EXPENSES Auditing & Accounting 3,000 3,000 3,000 - 100.00% Legal Services - 525 3,000 2,475 17.50% Consulting Services - - 5,000 5,000 0.00% Contract Services 4,167 29,091 75,000 45,909 38.79% Printing & Binding - - 1,000 1,000 0.00% Other Professional Services - 5,107 16,000 10,893 31.92% General Liability Insurance - - 250 250 0.00% Postage - - 200 200 0.00% Life Safety - - 200,000 200,000 0.00% Legal Notices 17 122 500 378 24.34% Travel & Training - - 1,000 1,000 0.00% Other Expenditures - - - - Office Supplies - - 1,000 1,000 0.00% Supplies - - 300 300 0.00% Land - 140 - - Bond Principal - Lincoln Pool - 180,000 180,000 - 100.00% Bond Interest - 9,163 17,065 7,903 53.69% Husker Harvest Days - 200,000 200,000 - 100.00% Façade Improvement - - 200,000 200,000 0.00% Building Improvement - 438,677 926,000 487,323 47.37% Other Projects - 25,000 25,000 0.00% Bond Principal-TIF's 401 1,521,770 3,149,000 2,400,231 48.33% Bond Interest-TIF's - 3,526 - - Interest Expense - - - - TOTAL EXPENSES 7,585 2,391,120 5,003,315 3,388,862 47.79% INCREASE(DECREASE) IN CASH 145,440 (370,565) (624,015) ENDING CASH 363,391 (370,565) 51,737 - CRA CASH 166,922 Lincoln Pool Tax Income Balance 57,871 TIF CASH 138,598 Total Cash 363,391 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2019 Grand Island Regular Meeting - 5/8/2019 Page 12 / 110 MONTH ENDED 2018-2019 2019 REMAINING % OF BUDGET April-19 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2019 GENERAL OPERATIONS: Property Taxes - CRA 30,515 139,879 489,000 349,121 28.61% Property Taxes - Lincoln Pool 32,839 197,000 164,161 16.67% Interest Income 5,242 300 - 1747.37% Loan Income (Poplar Street Water Line) - 14,000 14,000 0.00% Land Sales 500 500 100,000 99,500 0.50% Other Revenue & Motor Vehicle Tax 954,371 430,000 - 221.95% TOTAL 31,015 1,132,831 1,230,300 626,782 92.08% WALNUT HOUSING PROJECT Property Taxes 942 - - Interest Income 194 - - Other Revenue 24,897 - - TOTAL - 26,033 - - GIRARD VET CLINIC Property Taxes 5,481 - - TOTAL - 5,481 - - GEDDES ST APTS-PROCON Property Taxes 630 - - TOTAL - 630 - - SOUTHEAST CROSSING Property Taxes 9,827 - - TOTAL - 9,827 - - POPLAR STREET WATER Property Taxes 477 5,474 - - TOTAL 477 5,474 - - CASEY'S @ FIVE POINTS Property Taxes 280 - - TOTAL - 280 - - SOUTH POINTE HOTEL PROJECT Property Taxes 1,665 - - TOTAL - 1,665 - - TODD ENCK PROJECT Property Taxes 3,328 - - TOTAL - 3,328 - - JOHN SCHULTE CONSTRUCTION Property Taxes 3,671 - - TOTAL - 3,671 - - PHARMACY PROPERTIES INC Property Taxes 235 - - TOTAL - 235 - - KEN-RAY LLC Property Taxes 920 - - TOTAL - 920 - - Grand Island Regular Meeting - 5/8/2019 Page 13 / 110 MONTH ENDED 2018-2019 2019 REMAINING % OF BUDGET April-19 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2019 TOKEN PROPERTIES RUBY Property Taxes 1,523 - - TOTAL - 1,523 - - GORDMAN GRAND ISLAND Property Taxes 34,915 36,322 - - TOTAL 34,915 36,322 - - BAKER DEVELOPMENT INC Property Taxes 74 - - TOTAL - 74 - - STRATFORD PLAZA INC Property Taxes 656 - - TOTAL - 656 - - COPPER CREEK 2013 HOUSES Property Taxes 375 8,416 - - TOTAL 375 8,416 - - FUTURE TIF'S Property Taxes 81 3,149,000 3,148,919 TOTAL - 81 3,149,000 3,148,919 CHIEF INDUSTRIES AURORA COOP Property Taxes 749 - (749) TOTAL - 749 - (749) TOKEN PROPERTIES KIMBALL ST Property Taxes 1,353 - (1,353) TOTAL - 1,353 - (1,353) GI HABITAT OF HUMANITY Property Taxes 86 - (86) TOTAL - 86 - (86) AUTO ONE INC Property Taxes 277 - (277) TOTAL - 277 - (277) EIG GRAND ISLAND Property Taxes 1,421 - (1,421) TOTAL - 1,421 - (1,421) TOKEN PROPERTIES CARY ST Property Taxes 4,306 - (4,306) TOTAL - 4,306 - (4,306) Grand Island Regular Meeting - 5/8/2019 Page 14 / 110 MONTH ENDED 2018-2019 2019 REMAINING % OF BUDGET April-19 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2019 WENN HOUSING PROJECT Property Taxes 2,245 - (2,245) TOTAL - 2,245 - (2,245) COPPER CREEK 2014 HOUSES Property Taxes 3,030 34,514 - (34,514) TOTAL 3,030 34,514 - (34,514) TC ENCK BUILDERS Property Taxes 1,916 - (1,916) TOTAL - 1,916 - (1,916) SUPER MARKET DEVELOPERS Property Taxes 60,184 62,609 - (62,609) TOTAL 60,184 62,609 - (62,609) MAINSTAY SUITES Property Taxes 1,271 - (1,271) TOTAL - 1,271 - (1,271) TOWER 217 Property Taxes 525 - (525) TOTAL - 525 - (525) COPPER CREEK 2015 HOUSES Property Taxes 15,991 47,596 - (47,596) TOTAL 15,991 47,596 - (47,596) NORTHWEST COMMONS Property Taxes 179,544 - (179,544) TOTAL - 179,544 - (179,544) HABITAT - 8TH & SUPERIOR Property Taxes 217 (217) TOTAL - 217 - (217) KAUFMAN BUILDING Property Taxes 253 (253) TOTAL - 253 - (253) TALON APARTMENTS Property Taxes 74,032 (74,032) TOTAL - 74,032 - (74,032) VICTORY PLACE Property Taxes 40,765 (40,765) TOTAL - 40,765 - (40,765) THINK SMART Property Taxes 1,883 (1,883) TOTAL - 1,883 - (1,883) Grand Island Regular Meeting - 5/8/2019 Page 15 / 110 MONTH ENDED 2018-2019 2019 REMAINING % OF BUDGET April-19 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2019 BOSSELMAN HQ Property Taxes 90,739 (90,739) TOTAL - 90,739 - (90,739) TALON APARTMENTS 2017 Property Taxes 58,973 (58,973) TOTAL - 58,973 - (58,973) WEINRICH DEVELOPMENT Property Taxes 28 (28) TOTAL - 28 - (28) WING WILLIAMSONS Property Taxes 55 (55) TOTAL - 55 - (55) HATCHERY HOLDINGS Property Taxes 163,339 (163,339) TOTAL - 163,339 - (163,339) FEDERATION LABOR TEMPLE Property Taxes 20 (20) TOTAL - 20 - (20) MIDDLETON PROPERTIES II Property Taxes 282 (282) TOTAL - 282 - (282) COPPER CREEK 2016 HOUSES Property Taxes 7,036 11,950 (11,950) TOTAL 7,036 11,950 - (11,950) EAST PARK ON STUHR Property Taxes 2,161 (2,161) TOTAL - 2,161 - (2,161) TOTAL REVENUE 153,025 2,020,555 4,379,300 3,437,289 46.14% - - Grand Island Regular Meeting - 5/8/2019 Page 16 / 110 MONTH ENDED 2018-2019 2019 REMAINING % OF BUDGET April-19 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2019 EXPENSES CRA GENERAL OPERATIONS: Auditing & Accounting 3,000 3,000 3,000 - 100.00% Legal Services 525 3,000 2,475 17.50% Consulting Services - 5,000 5,000 0.00% Contract Services 4,167 29,091 75,000 45,909 38.79% Printing & Binding - 1,000 1,000 0.00% Other Professional Services 5,107 16,000 10,893 31.92% General Liability Insurance - 250 250 0.00% Postage - 200 200 0.00% Lifesafety Grant - 200,000 200,000 0.00% Legal Notices 17 122 500 378 24.34% Travel & Training - 1,000 1,000 0.00% Office Supplies - 1,000 1,000 0.00% Supplies - 300 300 0.00% Land 140 - - Bond Principal - Lincoln Pool 180,000 180,000 - 100.00% Bond Interest - Lincoln Pool 9,163 17,065 7,903 53.69% PROJECTS Husker Harvest Days 200,000 200,000 - 100.00% Façade Improvement - 200,000 200,000 0.00% Building Improvement 438,677 926,000 487,323 0.00% Other Projects - 25,000 25,000 0.00% TOTAL CRA EXPENSES 7,184 865,824 1,854,315 988,631 46.69% WALNUT HOUSING PROJECT Bond Principal 33,710 - - Bond Interest 3,526 - - TOTAL - 37,236 - - GIRARD VET CLINIC Bond Principal 5,481 - - TOTAL - 5,481 - - GEDDES ST APTS - PROCON Bond Principal 630 - - TOTAL - 630 - - SOUTHEAST CROSSINGS Bond Principal 9,827 - - TOTAL - 9,827 - - POPLAR STREET WATER Bond Principal 4,997 - - TOTAL - 4,997 - - CASEY'S @ FIVE POINTS Bond Principal 280 - - TOTAL - 280 - - Grand Island Regular Meeting - 5/8/2019 Page 17 / 110 MONTH ENDED 2018-2019 2019 REMAINING % OF BUDGET April-19 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2019 SOUTH POINTE HOTEL PROJECT Bond Principal 1,665 - - TOTAL - 1,665 - - TODD ENCK PROJECT Bond Principal 3,328 - - TOTAL - 3,328 - - JOHN SCHULTE CONSTRUCTION Bond Principal 3,671 - - TOTAL - 3,671 - - PHARMACY PROPERTIES INC Bond Principal 235 - - TOTAL - 235 - - KEN-RAY LLC Bond Principal 920 - - TOTAL - 920 - - TOKEN PROPERTIES RUBY Bond Principal 1,523 - - TOTAL - 1,523 - - GORDMAN GRAND ISLAND Bond Principal 1,407 - - TOTAL - 1,407 - - BAKER DEVELOPMENT INC Bond Principal 74 - - TOTAL - 74 - - STRATFORD PLAZA LLC Bond Principal 656 - - TOTAL - 656 - - COPPER CREEK 2013 HOUSES Bond Principal 8,040 - - TOTAL - 8,040 - - CHIEF INDUSTRIES AURORA COOP Bond Principal 749 - - TOTAL - 749 - - TOKEN PROPERTIES KIMBALL STREET Bond Principal 1,353 - - TOTAL - 1,353 - - GI HABITAT FOR HUMANITY Bond Principal 86 - - TOTAL - 86 - - Grand Island Regular Meeting - 5/8/2019 Page 18 / 110 MONTH ENDED 2018-2019 2019 REMAINING % OF BUDGET April-19 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2019 AUTO ONE INC Bond Principal 277 - - TOTAL - 277 - - EIG GRAND ISLAND Bond Principal 1,421 - - TOTAL - 1,421 - - TOKEN PROPERTIES CARY STREET Bond Principal 4,306 - - TOTAL - 4,306 - - WENN HOUSING PROJECT Bond Principal 90 2,245 - - TOTAL 90 2,245 - - COPPER CREEK 2014 HOUSES Bond Principal 31,483 - - TOTAL - 31,483 - - TC ENCK BUILDERS Bond Principal 1,916 - - TOTAL - 1,916 - - SUPER MARKET DEVELOPERS Bond Principal 2,424 - - TOTAL - 2,424 - - MAINSTAY SUITES Bond Principal 1,271 - - TOTAL - 1,271 - - TOWER 217 Bond Principal 525 - - TOTAL - 525 - - COPPER CREEK 2015 HOUSES Bond Principal 31,605 - - TOTAL - 31,605 - NORTHWEST COMMONS Bond Principal 179,544 - - TOTAL - 179,544 - HABITAT - 8TH & SUPERIOR Bond Principal 217 - - TOTAL - 217 - KAUFMAN BUILDING Bond Principal 253 - - TOTAL - 253 - Grand Island Regular Meeting - 5/8/2019 Page 19 / 110 MONTH ENDED 2018-2019 2019 REMAINING % OF BUDGET April-19 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2019 TALON APARTMENTS Bond Principal 74,032 - - TOTAL - 74,032 - VICTORY PLACE Bond Principal 40,765 - - TOTAL - 40,765 - FUTURE TIF'S Bond Principal 748,769 3,149,000 2,400,231 TOTAL - 748,769 3,149,000 2,400,231 THINK SMART Bond Principal 1,883 - - TOTAL - 1,883 - BOSSELMAN HQ Bond Principal 90,739 - - TOTAL - 90,739 - TALON APARTMENTS 2017 Bond Principal 58,973 - - TOTAL - 58,973 - WEINRICH DEVELOPMENT Bond Principal 28 28 - - TOTAL 28 28 - WING WILLIAMSONS Bond Principal 55 - - TOTAL - 55 - HATCHERY HOLDINGS Bond Principal 163,339 - - TOTAL - 163,339 - FEDERATION LABOR TEMPLE Bond Principal 20 - - TOTAL - 20 - MIDDLETON PROPERTIES II Bond Principal 282 282 - - TOTAL 282 282 - COPPER CREEK 2016 HOUSES Bond Principal 4,914 - - TOTAL - 4,914 - EAST PARK ON STUHR Bond Principal 2,161 - - TOTAL - 2,161 - TOTAL EXPENSES 7,585 2,391,120 5,003,315 3,388,862 47.79% Grand Island Regular Meeting - 5/8/2019 Page 20 / 110 05/02/2019 15:56 |CITY OF GRAND ISLAND |P 1 briansc |BALANCE SHEET FOR 2019 7 |glbalsht NET CHANGE ACCOUNT FUND: 900 COMMUNITY REDEVELOPMENT AUTHOR FOR PERIOD BALANCE__________________________________________________________________________________________________________ ASSETS 900 11110 OPERATING CASH 145,439.89 363,391.26 900 11120 COUNTY TREASURER CASH .00 140,410.38 900 11305 PROPERTY TAXES RECEIVABLE .00 213,070.00 900 11500 INTEREST RECEIVABLE .00 808.64 900 14100 NOTES RECEIVABLE .00 125,290.09 900 14700 LAND .00 490,485.75_______________________________________ TOTAL ASSETS 145,439.89 1,333,456.12_______________________________________ LIABILITIES 900 22100 LONG TERM DEBT .00 -105,250.00 900 22400 OTHER LONG TERM DEBT .00 -930,000.00 900 22900 ACCRUED INTEREST PAYABLE .00 -5,344.79 900 25100 ACCOUNTS PAYABLE .00 -65,572.06 900 25315 DEFERRED REVENUE-PROPERY TAX .00 -206,904.00_______________________________________ TOTAL LIABILITIES .00 -1,313,070.85_______________________________________ FUND BALANCE 900 39110 INVESTMENT IN FIXED ASSETS .00 -490,485.75 900 39112 FUND BALANCE-BONDS .00 909,959.91 900 39120 UNRESTRICTED FUND BALANCE .00 -810,734.37 900 39500 REVENUE CONTROL -153,024.58 -2,020,555.47 900 39600 EXPENDITURE CONTROL 7,584.69 2,391,430.41_______________________________________ TOTAL FUND BALANCE -145,439.89 -20,385.27_______________________________________ TOTAL LIABILITIES + FUND BALANCE -145,439.89 -1,333,456.12======================================= ** END OF REPORT - Generated by Brian Schultz ** Grand Island Regular Meeting - 5/8/2019 Page 21 / 110 Community Redevelopment Authority (CRA) Wednesday, May 8, 2019 Regular Meeting Item D1 Bills Staff Contact: Grand Island Regular Meeting - 5/8/2019 Page 22 / 110 Grand Island Regular Meeting - 5/8/2019 Page 23 / 110 Community Redevelopment Authority (CRA) Wednesday, May 8, 2019 Regular Meeting Item E1 Committed Projects and CRA Properties Staff Contact: Grand Island Regular Meeting - 5/8/2019 Page 24 / 110 COMMITTED PROJECTS REMAINING GRANT AMOUNT 2019 FISCAL YR 2020 FISCAL YR 2021 FISCAL YR ESTIMATED COMP Bosselman-1607 S. Locust (11-14-18) $ 50,000.00 $ 50,000.00 Summer 2019 Hedde Building 201-205 W. 3rd (10-18- 17) $ 300,000.00 $ 200,000.00 $ 100,000.00 Spring 2020 Old City Hall -208 N. Pine St (12-12-18) $ 100,000.00 $ 100,000.00 Summer 2019 Paramount Development - 411 W. 3rd St (2-13-19) $ 15,000.00 $ 15,000.00 Take Flight - 209 W. 3rd (11-14-18) $ 50,000.00 $ 50,000.00 Total Committed $ 465,000.00 $ 365,000.00 $ 100,000.00 $ - FIRE & LIFE SAFETY GRANT TOTAL AMOUNT 2019 FISCAL YR 2020 FISCAL YR 2021 FISCAL YR ESTIMATED COMP 201-203 W. 3rd St. Anson (8-24-16) $ 310,000.00 $ 310,000.00 Spring 2020 Old Sears Building - 4 Aparts (8-8-18) $ 80,000.00 $ 80,000.00 Summer 2019 Peaceful Root - 112 W. 2nd St. (1-11-17) $ 50,000.00 $ 50,000.00 Spring 2019 Rawr Holdings 110 W 2nd (12-12-18) $ 35,000.00 $ 35,000.00 Winter 2019 Wing Properties 112 E 3rd (12-12-18) $ 20,000.00 $ 20,000.00 Winter 2019 Total Committed F&L Safety Grant $ 495,000.00 $ 495,000.00 $ - $ - BUDGET COMMITTED LEFT Life Safety Budgeted 2019 $ 200,000.00 $ 130,000.00 $ 70,000.00 Façade Budgeted 2019 $ 200,000.00 $ 200,000.00 $ - Other Projects 2019 Budgeted $ 25,000.00 $ 15,000.00 $ 10,000.00 Land - Budgeted 2019 $ - $ - $ - Land Sales Budgeted 2019 $ (100,000.00) $ - $ (100,000.00) subtotal $ 345,000.00 $ (20,000.00) Less committed ($860,000.00) ($100,000.00) Balance remaining $ (515,000.00) $ (120,000.00) BUDGET PAID LEFT Building Improvements * $ 926,000.00 $ 438,677.00 $ 487,323.00 *Includes Life Safety, Façade, Other grants made in previous fiscal years CRA PROPERTIES Address Purchase Price Purchase Date Demo Cost Status 3235 S Locust (Desert Rose) $450,000 4/2/2010 $39,764 Surplus April 30, 2019 Grand Island Regular Meeting - 5/8/2019 Page 25 / 110 Community Redevelopment Authority (CRA) Wednesday, May 8, 2019 Regular Meeting Item I1 Redevelopment Contract - Wald 12 Properties 411 W. 3rd Staff Contact: Grand Island Regular Meeting - 5/8/2019 Page 26 / 110 Wald 12 Properties REDEVELOPMENT CONTRACT This Redevelopment Contract is made and entered into as of the _______ day of ___________, 2019, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and Wald 12 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 #1 March 2019" (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. Grand Island Regular Meeting - 5/8/2019 Page 27 / 110 Wald 12 Properties "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 (Wald 12 Properties Development Project), Series 2019, to be issued in an amount not to exceed $530,004 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 become legally obligated for, or 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(28)(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 Wald 12 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. Grand Island Regular Meeting - 5/8/2019 Page 28 / 110 Wald 12 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. Grand Island Regular Meeting - 5/8/2019 Page 29 / 110 Wald 12 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 Grand Island Regular Meeting - 5/8/2019 Page 30 / 110 Wald 12 Properties 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. Grand Island Regular Meeting - 5/8/2019 Page 31 / 110 Wald 12 Properties 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, 2020. 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, 2019, the Authority shall issue one Tax Increment Development Revenue Note, in one taxable series, in a maximum principal amount of $530,004, 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 Grand Island Regular Meeting - 5/8/2019 Page 32 / 110 Wald 12 Properties 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 effect 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 $530,004. 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. Grand Island Regular Meeting - 5/8/2019 Page 33 / 110 Wald 12 Properties 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 “Wald 12 Properties 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, 2035 shall be used solely for the payments required herein and by the Resolution; and (b) a special trust fund called the “Wald 12 Properties 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 Grand Island Regular Meeting - 5/8/2019 Page 34 / 110 Wald 12 Properties 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 December 1, 2019, 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. Grand Island Regular Meeting - 5/8/2019 Page 35 / 110 Wald 12 Properties (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 $530,004. (d) Redeveloper shall retain copies of all supporting documents that are associated with the redevelopment plan or redevelopment project and that are received or generated by the Redeveloper for three years following the end of the last fiscal year in which ad valorem taxes are divided and provide such copies to the city as needed to comply with the city’s retention requirements under section 18-2117.04 of the Act. For purposes of this subsection, supporting document includes any cost-benefit analysis conducted pursuant to section 18-2113 of the Act and any invoice, receipt, claim, or contract received or generated by the redeveloper that provides support for receipts or payments associated with the division of taxes. 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. Grand Island Regular Meeting - 5/8/2019 Page 36 / 110 Wald 12 Properties Section 4.50 Payment of Authority Costs. Redeveloper shall pay to the Authority the following sums upon execution hereof: a. $3,500 for legal expenses of Authority b. $1,000 for City and Authority administrative accounting of incremental tax payments. 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"): Grand Island Regular Meeting - 5/8/2019 Page 37 / 110 Wald 12 Properties (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 December 1, 2019, or shall abandon construction work related to the Project Costs, once commenced, for any period of 180 days, excepting delays caused by inclement weather, (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. Grand Island Regular Meeting - 5/8/2019 Page 38 / 110 Wald 12 Properties Section 6.03 Remedies in the Event of Other Redeveloper Defaults. In the event the Redeveloper fails to perform any other provisions of this Redevelopment Contract (other than those specific provisions contained in Section 6.02), the Redeveloper shall be in default. In such an instance, the Authority may seek to enforce the terms of this Redevelopment Contract or exercise any other remedies that may be provided in this Redevelopment Contract or by applicable law; provided, however, that 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 Grand Island Regular Meeting - 5/8/2019 Page 39 / 110 Wald 12 Properties 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 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: Wald 12 Properties, LLC 120 East 3rd Street Grand Island, NE 68802 Authority and City: Director Grand Island Community Redevelopment Authority Grand Island Regular Meeting - 5/8/2019 Page 40 / 110 Wald 12 Properties Hall County Regional Planning Department 100 E 1st Street P.O. Box 1968 Grand Island, NE 68802 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 ______ day of 2019, 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 Grand Island Regular Meeting - 5/8/2019 Page 41 / 110 Wald 12 Properties Wald 12 Properties, LLC By:______________________ Manager STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day of _____,2019, by __________________________, Manager of Wald 12 Properties, LLC, on behalf of the limited liability company. ________________________ Notary Public Grand Island Regular Meeting - 5/8/2019 Page 42 / 110 Wald 12 Properties EXHIBIT A DESCRIPTION OF REDEVELOPMENT AREA West 2/3 of Lot 4, Block 65, Original Town of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 5/8/2019 Page 43 / 110 Wald 12 Properties EXHIBIT B REDEVELOPMENT PLAN [Attach copy of Redevelopment Plan Amendment] Grand Island Regular Meeting - 5/8/2019 Page 44 / 110 Wald 12 Properties 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 (WALD 12 PROPERTIES REDEVELOPMENT PROJECT), SERIES 2019 No. R-1 Up to $530,004 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2035 0.0% REGISTERED OWNER: Wald 12 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: (manual signature) Chairman Grand Island Regular Meeting - 5/8/2019 Page 45 / 110 Wald 12 Properties 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 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, 2021, 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. ________ duly passed and adopted by the Authority on __________2019, 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 $530,004. 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. Grand Island Regular Meeting - 5/8/2019 Page 46 / 110 Wald 12 Properties 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. 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 Grand Island Regular Meeting - 5/8/2019 Page 47 / 110 Wald 12 Properties 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 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. [The remainder of this page intentionally left blank] Grand Island Regular Meeting - 5/8/2019 Page 48 / 110 Wald 12 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:_______________________________ [The remainder of this page intentionally left blank] Grand Island Regular Meeting - 5/8/2019 Page 49 / 110 Wald 12 Properties SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA WALD 12 PROPERTIES REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2019 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By Grand Island Regular Meeting - 5/8/2019 Page 50 / 110 Wald 12 Properties Exhibit D Project Costs Redevelopment Project Costs 1. Renovation expenditures $274,158 2. Legal and plan $ 5,600 3. Site Acquisition $165,000 4. Engineering/ Architecture/Planning $ 85,246 Grand Island Regular Meeting - 5/8/2019 Page 51 / 110 Redevelopment Plan Amendment Grand Island CRA Area 1 March 2019 The Community Redevelopment Authority (CRA) of the City of Grand Island intends to amend the Redevelopment Plan for Area 1 with in the city, pursuant to the Nebraska Community Development Law (the “Act”) and provide for the financing of a specific infrastructure related project in Area 1. Executive Summary: Project Description THE REDEVELOPMENT OF A PORTION OF THE GREENBURGERS BUILDING LOCATED AT 221-223 W. 3RD STREET FOR COMMERCIAL AND RESIDENTIAL USES, INCLUDING ACQUISTION, FIRE/LIFE SAFETY IMPROVEMENTS AND BUILDING REHABILITATION AND REMODELING. The use of Tax Increment Financing to aid in rehabilitation expenses associated with redevelopment of the entire Greenburgers building located at 221-223 W. 3rd street for 5,588 square foot of space on each floor including the basement and roof. This project would not be feasible without the use of TIF. Wald 12 Properties LLC is the purchasing this building. They are purchasing the property for $165,000. The purchase price is included as an eligible TIF activity. The building is currently being vacated by the previous occupant. The developer is responsible for and has provided evidence that they can secure adequate debt financing to cover the costs associated with the remodeling and rehabilitation of this building. The Grand Island Community Redevelopment Authority (CRA) intends to pledge the ad valorem taxes generated over the 15 year period beginning January 1, 2020 towards the allowable costs and associated financing for rehabilitation. TAX INCREMENT FINANCING TO PAY FOR THE REHABILITATION OF THE PROPERTY WILL COME FROM THE FOLLOWING REAL PROPERTY: Property Description (the “Redevelopment Project Area”) The second floor and necessary first floor exits and entrances at 411 W. 3rd Street in Grand Island Nebraska. The actual legal will be provided with the master deed for the condominium. Legal Descriptions: The west 2/3 of Lot Four (4) in Block Sixty-Five (65) in the Original Town, now City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 5/8/2019 Page 52 / 110 Existing Land Use and Subject Property Grand Island Regular Meeting - 5/8/2019 Page 53 / 110 The tax increment will be captured for the tax years the payments for which become delinquent in years 2020 through 2034 inclusive. The real property ad valorem taxes on the current valuation will continue to be paid to the normal taxing entities. The increase will come from rehabilitation of this portion of the building for commercial and residential uses as permitted in the B3 Heavy Business Zoning District. Statutory Pledge of Taxes. In accordance with Section 18-2147 of the Act and the terms of the Resolution providing for the issuance of the TIF Note, the Authority hereby provides that any ad valorem tax on the Redevelopment Project Area for the benefit of any public body be divided for a period of fifteen years after the effective date of this provision as set forth in the Redevelopment Contract, consistent with this Redevelopment Plan. Said taxes shall be divided as follows: a. That portion of the ad valorem tax which is produced by levy at the rate fixed each year by or for each public body upon the redevelopment project valuation shall be paid into the funds, of each such public body in the same proportion as all other taxes collected by or for the bodies; and b. That portion of the ad valorem tax on real property in the redevelopment project in excess of such amount, if any, shall be allocated to and, when collected, paid into a special fund of the Authority to pay the principal of; the interest on, and any premiums due in connection with the bonds, loans, notes, or advances on money to, or indebtedness incurred by, whether funded, refunded, assumed, or otherwise, such Authority for financing or refinancing, in whole or in part, a redevelopment project. When such bonds, loans, notes, advances of money, or indebtedness including interest and premium due have been paid, the Authority shall so notify the County Assessor and County Treasurer and all ad valorem taxes upon real property in such redevelopment project shall be paid into the funds of the respective public bodies. Pursuant to Section 18-2150 of the Act, the ad valorem tax so divided is hereby pledged to the repayment of loans or advances of money, or the incurring of any indebtedness, whether funded, refunded, assumed, or otherwise, by the CRA to finance or refinance, in whole or in part, the redevelopment project, including the payment of the principal of, premium, if any, and interest on such bonds, loans, notes, advances, or indebtedness. Redevelopment Plan Amendment Complies with the Act: The Community Development Law requires that a Redevelopment Plan and Project consider and comply with a number of requirements. This Plan Amendment meets the statutory qualifications as set forth below. 1. The Redevelopment Project Area has been declared blighted and substandard by action of the Grand Island City Council on December 19, 2000.[§18-2109] Such Grand Island Regular Meeting - 5/8/2019 Page 54 / 110 declaration was made after a public hearing with full compliance with the public notice requirements of §18-2115 of the Act. 2. Conformation to the General Plan for the Municipality as a whole. [§18-2103 (13) (a) and §18-2110] Grand Island adopted a Comprehensive Plan on July 13, 2004. This redevelopment plan amendment and project are consistent with the Comprehensive Plan, in that no changes in the Comprehensive Plan elements are intended. This plan merely provides funding for the developer to rehabilitate the building for permitted uses on this property as defined by the current and effective zoning regulations. The Hall County Regional Planning Commission held a public hearing at their meeting on April 3, 2019 and passed Resolution 2019-08 confirming that this project is consistent with the Comprehensive Plan for the City of Grand Island. The Grand Island Public School District has submitted a formal request to the Grand Island CRA to notify the District any time a TIF project involving a housing subdivision and/or apartment complex is proposed within the District. The school district was notified of this plan amendment at the time it was submitted to the CRA for initial consideration. 3. The Redevelopment Plan must be sufficiently complete to address the following items: [§18-2103(13) (b)] a. Land Acquisition: The Redevelopment Plan for Area 1 provides for real property acquisition and this plan amendment does not prohibit such acquisition. The developer has acquired the property and will be including acquisition as an eligible activity. There is no proposed acquisition by the authority. b. Demolition and Removal of Structures: The project to be implemented with this plan does not provide for the demolition and removal any structures on this property. Demotion of internal structures to accommodate the redevelopment is anticipated and permitted. c. Future Land Use Plan See the attached map from the 2004 Grand Island Comprehensive Plan. All of the area around the site in private ownership is planned for Downtown Commercial development; this includes housing and commercial uses within the same structure. This property is in private ownership. [§18-2103(b) and §18-2111] The attached map also is an accurate site plan of the area after redevelopment. [§18-2111(5)] Grand Island Regular Meeting - 5/8/2019 Page 55 / 110 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 5/8/2019 Page 56 / 110 d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The area is zoned B3-Heavy Business zone. No zoning changes are anticipated with this project. No changes are anticipated in street layouts or grades. No changes are anticipated in building codes or ordinances. Nor are any other planning changes contemplated. [§18-2103(b) and §18-2111] e. Site Coverage and Intensity of Use The developer is rehabilitating the existing building. The developer is not proposing to increase the size of the building and current building meets the applicable regulations regarding site coverage and intensity of use. [§18-2103(b) and §18-2111] f. Additional Public Facilities or Utilities Sewer and water are available to support this development. . Electric utilities are sufficient for the proposed use of this building. No other utilities would be impacted by the development. The developer will be responsible for replacing any sidewalks damaged during construction of the project. No other utilities would be impacted by the development. [§18-2103(b) and §18-2111] 4. The Act requires a Redevelopment Plan provide for relocation of individuals and families displaced as a result of plan implementation. This property is vacant and has not been used for any residential purposes. [§18-2103.02] 5. No member of the Authority, nor any employee thereof holds any interest in any property in this Redevelopment Project Area. [§18-2106] No members of the authority or staff of the CRA have any interest in this property. 6. Section 18-2114 of the Act requires that the Authority consider: a. Method and cost of acquisition and preparation for redevelopment and estimated proceeds from disposal to redevelopers. The developer purchased the property through for $165,000. The estimated costs of rehabilitation of this property is $1,704,929, planning related expenses for Architectural and Engineering services of $85,246 and are included as a TIF eligible expense. Legal, Developer and Audit Fees of $5,600 for reimbursement to the City and the CRA for costs to prepare the contract and monitor the project over the course of the development are Grand Island Regular Meeting - 5/8/2019 Page 57 / 110 included in the eligible expenses. . The total of eligible expenses for this project exceeds $1,950,000. No property will be transferred to redevelopers by the Authority. The developer will provide and secure all necessary financing. b. Statement of proposed method of financing the redevelopment project. The developer will provide all necessary financing for the project. The Authority will assist the project by granting the sum of $530,004 from the proceeds of the TIF. This indebtedness will be repaid from the Tax Increment Revenues generated from the project. TIF revenues shall be made available to repay the original debt and associated interest after January 1, 2021 through December 2034. c. Statement of feasible method of relocating displaced families. No families will be displaced as a result of this plan. 7. Section 18-2113 of the Act requires: Prior to recommending a redevelopment plan to the governing body for approval, an authority shall consider whether the proposed land uses and building requirements in the redevelopment project area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and harmonious development of the city and its environs which will, in accordance with present and future needs, promote health, safety, morals, order, convenience, prosperity, and the general welfare, as well as efficiency and economy in the process of development, including, among other things, adequate provision for traffic, vehicular parking, the promotion of safety from fire, panic, and other dangers, adequate provision for light and air, the promotion of the healthful and convenient distribution of population, the provision of adequate transportation, water, sewerage, and other public utilities, schools, parks, recreational and community facilities, and other public requirements, the promotion of sound design and arrangement, the wise and efficient expenditure of public funds, and the prevention of the recurrence of insanitary or unsafe dwelling accommodations or conditions of blight. The Authority has considered these elements in proposing this Plan Amendment. This amendment, in and of itself will promote consistency with the Comprehensive Plan. This will have the intended result of preventing recurring elements of unsafe buildings and blighting conditions. This will accomplish the goal of both the Downtown Business Improvement District and the Grand Island City Council of increasing the number of residential units available in the Downtown area and refurbish street level commercial space that has been underutilized for several years as well as encouraging new roof top development that will add to the ambiance of Railside. Grand Island Regular Meeting - 5/8/2019 Page 58 / 110 8. Time Frame for Development Development of this project is anticipated to be completed between February 2019 and December of 2019. Excess valuation should be available for this project for 15 years beginning with the 2020 tax year. 9. Justification of Project This is an historic building in downtown Grand Island that will be preserved with this project. The addition of new residential units is consistent with goals to build 50 new residential units in downtown Grand Island by 2019 and with the goals of the 2014 Grand Island housing study and Grow Grand Island. The primary use of the street level space for commercial development is consistent with the long term development plans for Downtown. The addition of rooftop space will further enhance the Railside experience. 10. Cost Benefit Analysis Section 18-2113 of the Act, further requires the Authority conduct a cost benefit analysis of the plan amendment in the event that Tax Increment Financing will be used. This analysis must address specific statutory issues. As authorized in the Nebraska Community Development Law, §18-2147, Neb. Rev. Stat. (2012), the City of Grand Island has analyzed the costs and benefits of the proposed Redevelopment Project, including: Project Sources and Uses. Approximately $530,004 in public funds from tax increment financing provided by the Grand Island Community Redevelopment Authority will be required to complete the project. The Authority has also been asked to provide a life safety grant of $75,000 the amount approved was reduced to $50,000 due to budget constraints. This investment by the Authority will leverage $1,599,534 in private sector financing; a private investment of $2.74 for every TIF or grant dollar invested. Use of Funds Source of Funds. Description TIF Funds Other Grants Private Funds Total Site Acquisition $165,000 _ $165,000 Legal and Plan* $5,600 $5,600 Engineering/Arch $85,246 $85,246 Other* $87,517 $87,517 Renovation $274,158 $1,430,771 $1,704,929 Life Safety $50,000 $50,000 Façade $0 Contingency $85,246 $85,246 TOTALS $530,004 $50,000 $1,603,534 $2,183,538 Grand Island Regular Meeting - 5/8/2019 Page 59 / 110 *Other includes soft costs for private legals services, consulting on the TIF and construction, environmental review accounting, interest, financing fees, appraisal, title and hazard insurance and marketing. Tax Revenue. The property to be redeveloped is anticipated to have a January 1, 2019, valuation of approximately $100,943. Based on the 2017 levy this would result in a real property tax of approximately $2,274. It is anticipated that the assessed value will increase by $1,568,647 upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $35,344 annually. The tax increment gained from this Redevelopment Project Area would not be available for use as city general tax revenues, for a period of 15 years, or such shorter time as may be required to amortize the TIF bond, but would be used for eligible private redevelopment costs to enable this project to be realized. Estimated 2019 assessed value: $ 100,943 Estimated value after completion $ 1,669,590 Increment value $ 1,568,647 Annual TIF generated (estimated) $ 35,334 TIF bond issue $ 530,004 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $100,943 The proposed redevelopment will create additional valuation of $1,669,590. No tax shifts are anticipated from the project. The project creates additional valuation that will support taxing entities long after the project is paid off. (b) Public infrastructure and community public service needs impacts and local tax impacts arising from the approval of the redevelopment project; No additional public service needs have been identified. Existing water and waste water facilities will not be impacted by this development. The electric utility has sufficient capacity to support the development. It is not anticipated that this will impact schools in any significant way. Fire and police protection are available and should not be negatively impacted by this development. The addition of life safety elements to this building including fire sprinklers and a second exit actually reduce the chances of negative impacts to the fire department. (c) Impacts on employers and employees of firms locating or expanding within the boundaries of the area of the redevelopment project; This will provide additional housing and commercial space options in the downtown area consistent with the planned development in Downtown Grand Island. Grand Island Regular Meeting - 5/8/2019 Page 60 / 110 (d) Impacts on other employers and employees within the city or village and the immediate area that are located outside of the boundaries of the area of the redevelopment project; and This project will not have a negative impact on other employers in any manner different from any other expanding business within the Grand Island area. This will provide housing options for employees of Downtown businesses that wish to live Downtown and will refurbish Downtown commercial space. (e) Impacts on student populations of school districts within the City or Village: This development will have a minimal impact on the Grand Island School system as it will likely not result in any increased attendance. The unit to be developed with this project is a one bedroom unit and unlikely to be a family unit, especially for families with school age children. The average number of persons per household in Grand Island for 2012 to 2016 according the American Community Survey is 2.65. Each additional household in a one bedroom unit would likely house a maximum of two people. According to the 2010 census 19.2% of the population of Grand Island was between the ages of 5 and 18. If the averages hold it would be expected that there would be two school age children generated by this development thought that is mitigated by the fact that these are 1 bedroom units.. According to the National Center for Educational Statistics1 the 2015-16 enrollment for GIPS was 9,698 students and the cost per student in 2013-14 was $12,343 of that $5,546 is generated locally. It is unlikely that there will be any school age children associated with this project. (f) Any other impacts determined by the authority to be relevant to the consideration of costs and benefits arising from the redevelopment project. This project is consistent the goals of the Council, the Downtown BID, the CRA, and Grow Grand Island to create additional housing units in downtown Grand Island. Time Frame for Development Development of this project is anticipated to be completed during between April of 2019 and December of 2019. The base tax year should be calculated on the value of the property as of January 1, 2019. Excess valuation should be available for this project for 15 years beginning in 2020 with taxes due in 2021. Excess valuation will be used to pay the TIF Indebtedness issued by the CRA per the contract between the CRA and the developer for a period not to exceed 15 years or an amount not to exceed $530,004 the projected amount of increment based upon the anticipated value of the project and current tax rate. Based on the estimates of the expenses of the rehabilitation the developer will spend at least $1,950,000 on TIF eligible activities in excess of other grants given. 1 https://nces.ed.gov/ccd/districtsearch/district_detail.asp?ID2=3100016 Grand Island Regular Meeting - 5/8/2019 Page 61 / 110 Wald 12 Properties COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 312 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 $530,004 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 WALD 12 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 #1 Plan Amendment March 2019 (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 - 5/8/2019 Page 62 / 110 -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 $530,004 (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 Wald 12 Properties, LLC, Redevelopment Project Tax Increment Development Revenue Note of the Authority, in a principal amount not to exceed $530,004, 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 - 5/8/2019 Page 63 / 110 -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 - 5/8/2019 Page 64 / 110 -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. ___________ 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 Wald 12 Properties, LLC, Redevelopment Project, dated the date of its execution, between the Authority, and Wald 12 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 #1 March 2019” 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 - 5/8/2019 Page 65 / 110 -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 - 5/8/2019 Page 66 / 110 -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 $530,004. The Note shall be designated as “Community Redevelopment Authority of the City of Grand Island, Nebraska, Wald 12 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, 2035, 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 - 5/8/2019 Page 67 / 110 -7- (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 $530,004. 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 a 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, Grand Island Regular Meeting - 5/8/2019 Page 68 / 110 -8- 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, 2035, (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. Grand Island Regular Meeting - 5/8/2019 Page 69 / 110 -9- 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 $600,000, 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. Grand Island Regular Meeting - 5/8/2019 Page 70 / 110 -10- 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 effect 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. Grand Island Regular Meeting - 5/8/2019 Page 71 / 110 -11- 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. Grand Island Regular Meeting - 5/8/2019 Page 72 / 110 -12- 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 “Wald 12 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, 2035 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. Grand Island Regular Meeting - 5/8/2019 Page 73 / 110 -13- 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. ____________ OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. Grand Island Regular Meeting - 5/8/2019 Page 74 / 110 -14- UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA WALD 12 PROPERTIES, LLC, REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2019 No. R-1 Up to $530,004 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2035 0.00% REGISTERED OWNER: Wald 12 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: (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 Grand Island Regular Meeting - 5/8/2019 Page 75 / 110 -15- such Principal Amount, beginning June 30, 2021, 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 ______________, 2019, 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 $530,004. 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 March 2019, (Wald 12 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. Grand Island Regular Meeting - 5/8/2019 Page 76 / 110 -16- 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, Grand Island Regular Meeting - 5/8/2019 Page 77 / 110 -17- 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] Grand Island Regular Meeting - 5/8/2019 Page 78 / 110 -18- (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] Grand Island Regular Meeting - 5/8/2019 Page 79 / 110 -19- SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA WALD 12 PROPERTIES, LLC, REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2019 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 Grand Island Regular Meeting - 5/8/2019 Page 80 / 110 -20- 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. Grand Island Regular Meeting - 5/8/2019 Page 81 / 110 -21- 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. Grand Island Regular Meeting - 5/8/2019 Page 82 / 110 -22- 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. Grand Island Regular Meeting - 5/8/2019 Page 83 / 110 -23- 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 Grand Island Regular Meeting - 5/8/2019 Page 84 / 110 -24- 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: ______________________, 2019. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (SEAL) By: Chairman ATTEST: By: Secretary Grand Island Regular Meeting - 5/8/2019 Page 85 / 110 Community Redevelopment Authority (CRA) Wednesday, May 8, 2019 Regular Meeting Item I2 Redevelopment Plan - Starostka Staff Contact: Grand Island Regular Meeting - 5/8/2019 Page 86 / 110 Starostka Contracting LLC 4th, Willow, Congdon COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 313 A RESOLUTION RECOMMENDING APPROVAL OF A REDEVELOPMENT PLAN OF THE CITY OF GRAND ISLAND, NEBRASKA; RECOMMENDING APPROVAL OF A REDEVELOPMENT PROJECT OF THE CITY OF GRAND ISLAND, NEBRASKA; APPROVING A COST BENEFIT ANALYSIS FOR SUCH PROJECT; AND APPROVAL OF RELATED ACTIONS WHEREAS, the Mayor and Council of the City of Grand Island, Nebraska (the “City”), upon the recommendation of the Planning Commission of the City of Grand Island, Nebraska (the “Planning Commission”), and in compliance with all public notice requirements imposed by the Community Development Law, Chapter 18, Article 21, Reissue Revised Statutes of Nebraska, as amended (the “Act”), duly declared the redevelopment area legally described on Exhibit A attached hereto (the “Redevelopment Area”) to be blighted and substandard and in need of redevelopment; and WHEREAS, pursuant to and in furtherance of the Act, a Redevelopment Plan (the “Redevelopment Plan”), has been prepared by Community Redevelopment Authority of Grand Island, Nebraska, (the “Authority”) pursuant to an application by Starostka Contracting LLC (the “Redeveloper”), in the form attached hereto as Exhibit B, for the purpose of redeveloping Redevelopment Area legally described on Exhibit A, referred to herein as the Project Area (the “Project Area”); and WHEREAS, pursuant to the Redevelopment Plan, the Authority would agree to incur indebtedness and make a grant for the purposes specified in the Redevelopment Plan (the “Project”), in accordance with and as permitted by the Act; and WHEREAS, the Authority has conducted a cost benefit analysis of the Project (the “Cost Benefit Analysis”) pursuant to Section 18-2113 of the Act, a which is included in the Redevelopment Plan attached hereto as Exhibit B; and WHEREAS, the Authority has made certain findings and pursuant thereto has determined that it is in the best interests of the Authority and the City to approve the Redevelopment Plan and approve the Redevelopment Project and to approve the transactions contemplated thereby. NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA AS FOLLOWS: Section 1. The Authority has determined that the proposed land uses and building requirements in the Redevelopment Plan for the Project Area are designed with the general purposes of accomplishing, and in conformance with the general plan of the City, 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 in 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 provisions 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 communitive 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 Grand Island Regular Meeting - 5/8/2019 Page 87 / 110 Starostka Contracting LLC 4th, Willow, Congdon unsanitary or unsafe dwelling accommodations, or conditions of blight. Section 2. The Authority has conducted a Cost Benefit Analysis for the Project, included in the Redevelopment Plan attached hereto as Exhibit B, in accordance with the Act, and has found and hereby finds that the Project would not be economically feasible without the use of tax increment financing, the Project would not occur in the Project Area without the use of tax increment financing and 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 and have been found to be in the long term best interests of the community impacted by the Project. Section 3. In compliance with section 18-2114 of the Act, the Authority finds and determines as follows: (a) the Redevelopment Area constituting the Redevelopment Project will not be acquired by the Authority and the Authority shall receive no proceeds from disposal to the Redeveloper; (b) the estimated cost of project acquisition and the estimated cost of preparation for redevelopment including site work, onsite utilities and related costs are described in detail in Exhibit B attached hereto; (c) the method of acquisition of the real estate shall be by private contract by the Redeveloper and not by condemnation; and (d) the method of financing the Redevelopment Project shall be by issuance of tax increment revenue bond issued in the approximate amount of $1,165,090 which shall be granted to the Redeveloper and from additional funds provided by the Redeveloper. No families will be displaced from the Redevelopment Project Area as a result of the project. Section 4. The Authority hereby recommends to the City approval of the Redevelopment Plan and the Redevelopment Project described in the Redevelopment Plan. Section 5. All prior resolutions of the Authority in conflict with the terms and provisions of this resolution are hereby expressly repealed to the extent of such conflicts. Section 6. This resolution shall be in full force and effect from and after its passage and approval. PASSED AND APPROVED this 8th day of May, 2019. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND NEBRASKA ATTEST: By: ___________________________________ Chair By: ___________________________________ Secretary Grand Island Regular Meeting - 5/8/2019 Page 88 / 110 Starostka Contracting LLC 4th, Willow, Congdon EXHIBIT A LEGAL DESCRIPTION OF REDEVELOPMENT PROJECT AREA Property Description (the “Redevelopment Project Area”) Hall County Assessor Parcels 400059800, 400059819, 400059835 and 400059827 Legal Descriptions: All of Lots 11 and 12 and part of Lot 13 and Lot 14 of Lambert’s Subdivision in the City of Grand Island, Hall County, Nebraska. This property will be replatted prior to contract approval Grand Island Regular Meeting - 5/8/2019 Page 89 / 110 Starostka Contracting LLC 4th, Willow, Congdon * * * * * EXHIBIT B FORM OF REDEVELOPMENT PLAN Grand Island Regular Meeting - 5/8/2019 Page 90 / 110 Redevelopment Plan Amendment Grand Island CRA Area 1 April 2019 The Community Redevelopment Authority (CRA) of the City of Grand Island intends to amend the Redevelopment Plan for Area 1 with in the city, pursuant to the Nebraska Community Development Law (the “Act”) and provide for the financing of a specific infrastructure related project in Area 1. Executive Summary: Project Description THE REDEVELOPMENT PROPERTY LOCATED NORTH OF FOURTH STREET BETWEEN CONGDON AVENUE AND WILLOW STREETS FOR RESIDENTIAL USES, INCLUDING ACQUISITION OF PROPERTY, SITE WORK, SEWER, SEWER WATER, STORM SEWER AND STREETS AND DEMOLITION OF AN EXISTING STRUCTURE AND CONSTRUCTION OF UP TO 20 NEW SINGLE FAMILY RESIDENCES. The use of Tax Increment Financing to aid in expenses associated with redevelopment of the property located at between Willow Street and Congdon Avenue along 5th Street extended from a vacant storage lot and single residence to a 20 lot residential subdivision. The use of Tax Increment Financing is an integral part of the development plan and necessary to make this project affordable. The project will result in developing a piece of property that the City staff including the planning department and Community Development staff have been interested in seeing developed since the early 2000’s. This property did not have access to City sewer and could not be developed without the extension of the sewer. The property has been used for a single house and as an industrial storage yard. The developers will ask the city to amend the comprehensive plan to show all of the property as planned for low to medium density residential and to rezone the property for residential uses. This project as proposed would not be possible without the use of TIF. Starostka Contracting LLC will be acquiring this property and is proposing to subdivide the property after rezoning into 20 residential lots for the development of two and three bedroom single family homes. The existing residential unit is currently vacant and the remaining property has been used for outdoor storage of construction materials. The developer is responsible for and has provided evidence that they can secure adequate debt-financing to cover the costs associated with this project. The Grand Island Community Redevelopment Authority (CRA) intends to pledge the ad valorem taxes generated for up to 15 years for a period beginning January 1, 2021 towards the allowable costs and associated financing project. Grand Island Regular Meeting - 5/8/2019 Page 91 / 110 Existing Land Use and Subject Property Grand Island Regular Meeting - 5/8/2019 Page 92 / 110 TAX INCREMENT FINANCING TO PAY FOR THE REHABILITATION OF THE PROPERTY WILL COME FROM THE FOLLOWING REAL PROPERTY: Property Description (the “Redevelopment Project Area”) Hall County Assessor Parcels 400059800, 400059819, 400059835 and 400059827 Legal Descriptions: All of Lots 11 and 12 and part of Lot 13 and Lot 14 of Lambert’s Subdivision in the City of Grand Island, Hall County, Nebraska. This property will be replatted prior to contract approval The tax increment will be captured for the tax years for which the payments become delinquent in years 2021 through 2038 inclusive with no property extending beyond the 15 maximum. The real property ad valorem taxes on the current valuation will continue to be paid to the normal taxing entities. The increase will come from the development of the 20 lots and construction of the houses over an anticipated period of five years. The property will need to be rezoned prior to construction and development. Statutory Pledge of Taxes. In accordance with Section 18-2147 of the Act and the terms of the Resolution providing for the issuance of the TIF Note, the Authority hereby provides that any ad valorem tax on the Redevelopment Project Area for the benefit of any public body be divided for a period of up to 15 years after the effective date of this provision as set forth in the Redevelopment Contract, consistent with this Redevelopment Plan. Said taxes shall be divided as follows: a. That portion of the ad valorem tax which is produced by levy at the rate fixed each year by or for each public body upon the redevelopment project valuation shall be paid into the funds, of each such public body in the same proportion as all other taxes collected by or for the bodies; and b. That portion of the ad valorem tax on real property in the redevelopment project in excess of such amount, if any, shall be allocated to and, when collected, paid into a special fund of the Authority to pay the principal of; the interest on, and any premiums due in connection with the bonds, loans, notes, or advances on money to, or indebtedness incurred by, whether funded, refunded, assumed, or otherwise, such Authority for financing or refinancing, in whole or in part, a redevelopment project. When such bonds, loans, notes, advances of money, or indebtedness including interest and premium due have been paid, the Authority shall so notify the County Assessor and County Treasurer and all ad valorem taxes upon real property in such redevelopment project shall be paid into the funds of the respective public bodies. Pursuant to Section 18-2150 of the Act, the ad valorem tax so divided is hereby pledged to the repayment of loans or advances of money, or the incurring of any indebtedness, whether funded, refunded, assumed, or otherwise, by the CRA to finance or refinance, in Grand Island Regular Meeting - 5/8/2019 Page 93 / 110 whole or in part, the redevelopment project, including the payment of the principal of, premium, if any, and interest on such bonds, loans, notes, advances, or indebtedness. Redevelopment Plan Amendment Complies with the Act: The Community Development Law requires that a Redevelopment Plan and Project consider and comply with a number of requirements. This Plan Amendment meets the statutory qualifications as set forth below. 1. The Redevelopment Project Area has been declared blighted and substandard by action of the Grand Island City Council on December 19, 2000.[§18-2109] Such declaration was made after a public hearing with full compliance with the public notice requirements of §18-2115 of the Act. 2. Conformation to the General Plan for the Municipality as a whole. [§18-2103 (13) (a) and §18-2110] Grand Island adopted a Comprehensive Plan on July 13, 2004. This redevelopment plan amendment and project are substantially consistent with the Comprehensive Plan. Prior to approval of a contract for redevelopment the developer will request a modification to the Grand Island Comprehensive plan Future Land Use Map to show that this entire property is planned for residential development and for a change in zoning to a residential zoning district. The Hall County Regional Planning Commission held a public hearing at their meeting on May 1, 2019 and passed Resolution 2019-09 confirming that this project will be consistent with the Comprehensive Plan for the City of Grand Island as amended. 3. The Redevelopment Plan must be sufficiently complete to address the following items: [§18-2103(13) (b)] a. Land Acquisition: The Redevelopment Plan for Area 1 provides for real property acquisition and this plan amendment does not prohibit such acquisition. The developer is proposing to acquire the property on a per lot basis from the current owners.. There is no proposed acquisition by the authority. b. Demolition and Removal of Structures: The project to be implemented does involve demolition of one residential structure and a garage. Based on the records from the Hall County Assessor’s office the house was constructed in 1926 and the condition is badly worn.. Grand Island Regular Meeting - 5/8/2019 Page 94 / 110 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 5/8/2019 Page 95 / 110 c. Future Land Use Plan See the attached map from the 2004 Grand Island Comprehensive Plan. All of the area around the site in private ownership is planned for low to medium density residential and manufacturing development. It is anticipated that the future land use map will be modified to reflect residential development across the entire site prior to approval of this plan or any redevelopment contract. This property is in private ownership. [§18-2103(b) and §18-2111] d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The area is zoned M-2 Heavy Manufacturing zone. It is anticipated that this property will be rezoned to R-3SL medium density small lot residential zone prior to or along with the approval of this plan. No changes are anticipated in street layouts or grades. No changes are anticipated in building codes or ordinances. Nor are any other planning changes contemplated. [§18-2103(b) and §18-2111] e. Site Coverage and Intensity of Use The developer is proposing to increase the number of dwelling units on the property from one to twenty and convert open storage space to residential lots. The size of the building and lot coverage will increase, but remain in conformance with the applicable regulations regarding site coverage and intensity of use for the proposed zoning district. [§18- 2103(b) and §18-2111] f. Additional Public Facilities or Utilities Sewer and water are available to support this development. Sewer is currently being extended to this property through an assessment district. This project will result in an increased in the number of services provided in the district and lower the overall cost of each service. This will result in lower assessment for the other properties participating in the district. Water is available to the subdivision and will be extended to all of the lots. Electric utilities are sufficient for the proposed use of this building. No other utilities would be impacted by the development. The developer will be responsible for replacing any sidewalks damaged during construction of the project. No other utilities would be impacted by the development. [§18-2103(b) and §18-2111] 4. The Act requires a Redevelopment Plan provide for relocation of individuals and families displaced as a result of plan implementation. The existing house on this Grand Island Regular Meeting - 5/8/2019 Page 96 / 110 property was vacant prior to consideration of this paln. No relocation is contemplated or necessary. [§18-2103.02] 5. No member of the Authority, nor any employee thereof holds any interest in any property in this Redevelopment Project Area. [§18-2106] No members of the authority or staff of the CRA have any interest in this property. 6. Section 18-2114 of the Act requires that the Authority consider: a. Method and cost of acquisition and preparation for redevelopment and estimated proceeds from disposal to redevelopers. The estimated costs for this project including acquisition are $2,367,000. Site acquisition is expected to cost $401,500 on a per lot basis. Site improvements including: tree removal, utility improvements, sidewalks and other flat concrete of $587,565. Architectural and Engineering planning services of $61,250 and are included as a TIF eligible expense. Legal, Developer and Audit Fees including a reimbursement to the City and the CRA of $114,775 are included as TIF eligible expense. The total of eligible expenses for this project is $1,165,090. The developer will provide and secure all necessary financing. b. Statement of proposed method of financing the redevelopment project. The developer will provide all necessary financing for the project. The Authority will assist the project by granting the sum of $1,165,090 from the proceeds of the TIF. This indebtedness will be repaid from the Tax Increment Revenues generated from the project. TIF revenues shall be made available to repay the original debt and associated interest after January 1, 2021 through December 2039. c. Statement of feasible method of relocating displaced families. No families will be displaced as a result of this plan. 7. Section 18-2113 of the Act requires: Prior to recommending a redevelopment plan to the governing body for approval, an authority shall consider whether the proposed land uses and building requirements in the redevelopment project area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and harmonious development of the city and its environs which will, in accordance with present and future needs, promote health, safety, morals, order, convenience, prosperity, and the general welfare, as well as efficiency and economy in the process of development, including, among other things, adequate provision for traffic, vehicular parking, the promotion of safety from fire, panic, and other dangers, adequate provision for light and air, the promotion of the healthful and convenient distribution of population, the provision of adequate Grand Island Regular Meeting - 5/8/2019 Page 97 / 110 transportation, water, sewerage, and other public utilities, schools, parks, recreational and community facilities, and other public requirements, the promotion of sound design and arrangement, the wise and efficient expenditure of public funds, and the prevention of the recurrence of insanitary or unsafe dwelling accommodations or conditions of blight. The Authority has considered these elements in proposing this Plan Amendment. This amendment, in and of itself will promote consistency with the Comprehensive Plan. This will have the intended result of preventing recurring elements of unsafe buildings and blighting conditions. This will develop a vacant and underutilize property with 10 brand new single family dwelling units in a manner consistent with the goals of the 2014 Housing Study for the City of Grand Island. 8. Time Frame for Development Development of this project is anticipated to be completed between July 2019 and December of 2024. Excess valuation should be available for this project for up to 15 years on each house beginning with the 2020 tax year. 9. Justification of Project This property has been in the Grand Island municipal limits and largely undeveloped for more than 100 years. The proposed construction will provide new quality housing in an existing neighborhood and remove a structure contributing to blight within the neighborhood. 10. Cost Benefit Analysis Section 18-2113 of the Act, further requires the Authority conduct a cost benefit analysis of the plan amendment in the event that Tax Increment Financing will be used. This analysis must address specific statutory issues. As authorized in the Nebraska Community Development Law, §18-2147, Neb. Rev. Stat. (2012), the City of Grand Island has analyzed the costs and benefits of the proposed Redevelopment Project, including: Project Sources and Uses. Public funds from tax increment financing in the amount of $1,165,090 provided by the Grand Island Community Redevelopment Authority will be required to complete the project. This investment by the Authority will leverage $3,805,125 in private sector financing and equity investment; a private investment of $3.27 for every TIF dollar invested. Grand Island Regular Meeting - 5/8/2019 Page 98 / 110 Use of Funds Source of Funds. Description TIF Funds Private Funds Total Site Acquisition $401,500 $401,500 Legal and Plan* $114,775 $114,775 Engineering/Arch $61,250 $61,250 Financing $364,125 $364,125 Demolition/Cleanup $49,644 $49,644 Sanitary Sewer $129,680 $129,680 Water $80,163 $80,163 Storm Sewer $27,295 $27,295 Grading/Paving $300,783 $300,783 New Construction $3,400,000 $3,400,000 Contingency $41,000 $41,000 TOTALS $1,165,090 $3,805,125 $4,970,215 Tax Revenue. The property to be redeveloped has January 1, 2019, valuation of approximately $60,373. Based on the 2018 levy this would result in a real property tax of approximately $1,360. It is anticipated that the assessed value will increase by $4,038,000 upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $84,075 annually. The tax increment gained from this Redevelopment Project Area would not be available for use as city general tax revenues, for a period of 15 years, or such shorter time as may be required to amortize the TIF bond, but would be used for eligible private redevelopment costs to enable this project to be realized. Estimated 2019 assessed value: $ 60,373 Estimated taxable value after completion $ 4,098,000 Increment value $ 4,038,000 Annual TIF generated (estimated) $ 84,075 TIF bond issue $ 1,165,090 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $60,373. The proposed redevelopment will create additional valuation of $4,038,000. No tax shifts are anticipated from the project. The project creates additional valuation that will support taxing entities long after the project is paid off. (b) Public infrastructure and community public service needs impacts and local tax impacts arising from the approval of the redevelopment project; Grand Island Regular Meeting - 5/8/2019 Page 99 / 110 No additional public service needs have been identified. Existing water and waste water facilities will not be impacted by this development. The electric utility has sufficient capacity to support the development. It is not anticipated that this will impact schools. The Grand Island Public School system was notified of this application prior to consideration of this plan by the Grand Island CRA, Regional Planning Commission or City Council. Fire and police protection are available and should not be negatively impacted by this development though any additional development and population may impact time of service. (c) Impacts on employers and employees of firms locating or expanding within the boundaries of the area of the redevelopment project; This will provide additional housing options for the residents of Grand Island. The National Homebuilders Association estimates that each new single family home is the equivalent of 2.5 full time equivalent jobs so this development at 4 houses per year would represent an additional 8 FTE’s within the city for the next five years. (d) Impacts on other employers and employees within the city or village and the immediate area that are located outside of the boundaries of the area of the redevelopment project; and This project will not have a negative impact on other employers except potentially to provide housing options for employees. (e) Impacts on student populations of school districts within the City or Village: This development will have an impact on the Grand Island School system and will likely result in additional students at both the elementary and secondary school levels. The average number of persons per household in Grand Island for 2012 to 2016 according the American Community Survey is 2.65. Twenty additional households would house 53 people. According to the 2010 census 19.2% of the population of Grand Island was between the ages of 5 and 18. If the averages hold it would be expected that there would be an additional 11 school age children generated by this development. If this develops at a rate of 4 houses per year for 5 years approximately 3 children would be added to the school age population every year with this development. These 3 children will likely be spread over the full school age population from elementary to secondary school. According to the National Center for Educational Statistics1 the 2015-16 enrollment for GIPS was 9,698 students and the cost per student in 2013-14 was $12,343 of that $5,546 is generated locally. The Grand Island Public School System was notified on April 3, 2019 that the CRA would be considering this application at their April 10, 2019 meeting. 1 https://nces.ed.gov/ccd/districtsearch/district_detail.asp?ID2=3100016 Grand Island Regular Meeting - 5/8/2019 Page 100 / 110 (f) Any other impacts determined by the authority to be relevant to the consideration of costs and benefits arising from the redevelopment project. This project is consistent the goals of the 2014 Housing Study for the City of Grand Island to create more than 1700 new dwelling units by 2019. It appears that the City of Grand Island will have added more than 1000 units by 2019 but that still leaves a deficit of the projected need of 700 units. The local housing market is not capable of producing the number of units needed at market rate given the costs of building and development. Time Frame for Development Development of this project is anticipated to be completed during between July of 2019 beginning with property clearance and utility installation and December of 2024. The base tax year should be calculated on the value of the property as of January 1, 2020. Excess valuation should be available for this project for 15 years beginning in 2021 with taxes due in 2022. Excess valuation will be used to pay the TIF Indebtedness issued by the CRA per the contract between the CRA and the developer for a period not to exceed 15 years on each house or an amount not to exceed $1,165,090 or about 92% of the projected amount of increment based upon the anticipated value of the project and current tax rate. The developer will spend at least $1,165,090 on eligible activities based on the estimates presented. Grand Island Regular Meeting - 5/8/2019 Page 101 / 110 Grand IslandRegular Meeting - 5/8/2019Page 102 / 110 $204,900 x 20 =Grand IslandRegular Meeting - 5/8/2019Page 103 / 110 Home Value:Land & Improv. Value:Total:$170,000.0078,632.65$248,632.65Assessed Value @ 92% of Total: $188,508.00Total Number of Homes:20 Levy:Total Taxes per Year: 20 x $4,203.73 =.0223Taxes per Home: $188,508 x .0223 =$4,203.73$84,074.60Sale Price with Tax Increment Financing: $204,900.00Estimated 4 homes per yearGrand IslandRegular Meeting - 5/8/2019Page 104 / 110 Grand IslandRegular Meeting - 5/8/2019Page 105 / 110 Grand IslandRegular Meeting - 5/8/2019Page 106 / 110 DESCRIPTION Project Total Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Income 20 buildings @ $204,900 4,098,000.00$ 819,600.00$ 819,600.00$ 819,600.00$ 819,600.00$ 819,600.00$ Income 4,098,000.00$ 819,600.00$ 819,600.00$ 819,600.00$ 819,600.00$ 819,600.00$ Expenses Debt service ($2,427,500.00 @ 3 years @ 5%)364,125.00$ 72,825.00$ 72,825.00$ 72,825.00$ 72,825.00$ 72,825.00$ Land & Infrastructure ($989,065.30) 989,065.30$ 197,813.08$ 197,813.08$ 197,813.08$ 197,813.08$ 197,813.08$ 20 Homes ($3,400,000) 3,400,000.00$ 680,000.00$ 680,000.00$ 680,000.00$ 680,000.00$ 680,000.00$ Fees ($176,025)176,025.00$ 35,205.00$ 35,205.00$ 35,205.00$ 35,205.00$ 35,205.00$ Total Expenses 4,929,215.30$ 985,843.08$ 985,843.08$ 985,843.08$ 985,843.08$ 985,843.08$ Cash Flow (831,215.30)$ (166,243.08)$ (166,243.08)$ (166,243.08)$ (166,243.08)$ (166,243.08)$ Tax Increment Program 1,165,090.30$ 15,534.52$ 31,069.04$ 46,603.56$ 62,138.08$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 62,138.08$ 46,603.56$ 31,069.04$ 15,534.52$ Cash Flow With Tax Increment Financing 333,875.00$ (150,708.56)$ (135,174.04)$ (119,639.52)$ (104,105.00)$ (88,570.48)$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 77,672.60$ 62,138.08$ 46,603.56$ 31,069.04$ 15,534.52$ Starostka Contracting L.L.C. Pro Forma Attachment 2 Grand Island Regular Meeting - 5/8/2019 Page 107 / 110 Starostka Group Unlimited, Inc. 429 Industrial Lane Ph. (308) 385-0636 Grand Island, NE 68803 Fax (308) 384-8447 Page 1 of 2 Starostka Group Unlimited 429 Industrial Lane Grand Island, NE 68803 308-385-0636 03/08/2019 QUOTE TO Starostka Contracting LLC 429 Industrial Lane Grand Island, NE 68803 JOB LOCATION START DATE SC190064 - 4th Street Lot Development CLIENT # DESCRIPTION QUAN UNIT UNIT PRICE EXT PRICE Site Demo and Cleanup 1 Demo Existing House 1.000 LS $19,453.00 $19,453.00 2 Relocate/Dispose of Stored Materials onsite 1.000 LS $13,721.00 $13,721.00 3 Tree Removal 1.000 LS $16,470.00 $16,470.00 Site Demo and Cleanup Subtotal $49,644.00 Sanitary Sewer 1 4" Sanitary Sewer Services 20.000 EA $6,484.00 $129,680.00 Sanitary Sewer $129,680.00 Watermain 1 8" Cl350 DI Watermain 540.000 LF $ 51.85 $27,999.00 2 6" Cl350 DI Watermain 18.000 LF $ 45.60 $ 820.80 3 8x8 Tap Tee & Valve 1.000 EA $3,480.00 $3,480.00 4 11.25 deg MJ Elbow 3.000 EA $ 162.00 $ 486.00 5 45 deg MJ Elbow 4.000 EA $ 297.00 $1,188.00 6 8x6 MJ Tee 1.000 EA $ 427.00 $ 427.00 7 Fire Hydrant Assembly 2.000 EA $4,692.00 $9,384.00 8 8" Bell Joint Block 1.000 EA $1,506.00 $1,506.00 9 8" MJ Gate Valve w/box 1.000 EA $1,336.00 $1,336.00 10 8x6 MJ Reducer 1.000 EA $ 199.00 $ 199.00 11 1" Copper Water Service Pipe 504.000 LF $ 18.00 $9,072.00 12 1" Service Connection 20.000 EA $ 657.00 $13,140.00 13 1" Curb Stop w/Box 20.000 EA $ 190.00 $3,800.00 Grand Island Regular Meeting - 5/8/2019 Page 108 / 110 Starostka Group Unlimited, Inc. 429 Industrial Lane Ph. (308) 385-0636 Grand Island, NE 68803 Fax (308) 384-8447 Page 2 of 2 CLIENT # DESCRIPTION QUAN UNIT UNIT PRICE EXT PRICE 14 R/R 6" PC Pavement w/Integral Curb 41.100 SY $ 123.00 $5,055.30 15 Traffic Control 1.000 LS $2,270.00 $2,270.00 Watermain Subtotal $80,163.10 Storm Sewer 1 Convert Ex. Inlet to Junction Box 1.000 LS $3,724.00 $3,724.00 2 Storm Junction Manhole 1.000 EA $4,659.00 $4,659.00 3 18" HDPE Pipe 140.000 LF $ 64.15 $8,981.00 4 15" Cl4 RCP Pipe 32.000 LF $ 52.85 $1,691.20 5 Type "D" Storm Drain Inlets 2.000 EA $4,120.00 $8,240.00 Storm Sewer Subtotal $27,295.20 Earthwork, Paving & Sidewalks 1 Import Fill 2.0 ft 1.000 LS $178,899.00 $178,899.00 2 Erosion Controls 1.000 LS $10,828.00 $10,828.00 3 Adjust Manhole to Grade 2.000 EA $ 713.00 $1,426.00 4 6" Concrete Pavement w/integral curb 1,900.000 SY $ 49.30 $93,670.00 6 4ft wide Sidewalk 2,000.000 SF $ 6.60 $13,200.00 7 ADA Handicap Ramps 4.000 EA $ 690.00 $2,760.00 Earthwork, Paving & Sidewalk Subtotal $300,783.00 TOTAL: $587,565.30 Grand Island Regular Meeting - 5/8/2019 Page 109 / 110 Grand Island Regular Meeting - 5/8/2019 Page 110 / 110