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05-12-2021 Community Redevelopment Authority Regular Meeting Packet Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 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 - 5/12/2021 Page 1 / 230 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 - 5/12/2021 Page 2 / 230 Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 Regular Meeting Item A1 Agenda May 12, 2021 Staff Contact: Grand Island Regular Meeting - 5/12/2021 Page 3 / 230 Grand Island Regular Meeting - 5/12/2021 Page 4 / 230 Grand Island Regular Meeting - 5/12/2021 Page 5 / 230 Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 Regular Meeting Item B1 Meeting Minutes April 14, 2021 Staff Contact: Grand Island Regular Meeting - 5/12/2021 Page 6 / 230 OFFICIAL PROCEEDINGS MINUTES OF COMMUNITY REDEVELOPMENT AUTHORITY MEETING OF April 14, 2021 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 14, 2021 at City Hall, 100 E. First Street. Notice of the meeting was given in the April 7, 2021 Grand Island Independent. 1.CALL TO ORDER. Chairman Gdowski called the meeting to order at 4:00 p.m. The following members were present: Tom Gdowski, Glen Murray, Sue Pirnie, Krae Dutoit and Jim Truell. Also present were: Director Chad Nabity, Administrative Assistant Norma Hernandez, Finance Director Patrick Brown and Assistant Finance Director Brian Schultz and Councilman Vaugh Minton. 2.APPROVAL OF MINUTES. A motion for approval of the Minutes for the March 10, 2021 was made by Murray and seconded by Dutoit. Upon roll call vote, 4 voted aye and 1(Truell) abstained. Motion carried 4-1 3.APPROVAL OF FINANCIAL REPORTS. Brian Shultz reviewed the financial reports. A motion was made by Dutoit and seconded by Pirnie to approve the financials from March 1– March 31, 2021. Upon roll call vote, all present voted aye. Motion carried 5-0. 4.APPROVAL OF BILLS. A motion was made by Dutoit and second by Pirnie to approve the bills for $4,093.52. Upon roll call vote, all present voted aye. Motion carried 5-0. 5.REVIEW OF COMMITTED PROJECTS & CRA PROPERTY. The committed projects and CRA properties were reviewed by Nabity. GI Veterans Home – has not submitted any bills. Nabity emailed Delaney and she is still on maternity leave. Façade Projects – South East Commons – work has started. Have not started the façade work. Rise Properties - work has started Life Safety Grants – Hedde Building – They will know in the next few months if this will move forward. Peaceful Root – Anticipate the $70,000 will be returned. Rawr Holdings – Potentially interested in reallocating funds. Grand Island Regular Meeting - 5/12/2021 Page 7 / 230 6.Façade Grant and Other Grant Request 321 W. Second (Carnegie Library) Nabity stated a façade committee (Sue Pirnie, Jim Truell and Ken Fredrick) met 2 weeks ago to review the application and is recommending approval. The request is for $85,000 and $40,500 is available in the façade line. Nabity recommends $44,500 come from the other projects line to fund this. Zachary Zoul, the building owner, and Marvin Webb, the architect on the project were at the meeting to answer questions about the application. Members discussed the application, funding and scope of the project. A motion was made by Truell and second by Pirnie to approve the Façade Grant request and other Grand Request of $85,000 with $40,500 from façade line and $44,500 from the other projects line. Upon roll call vote all, voted aye. Motion carried 5-0 7.Redevelopment Plan Amendment CRA Area 2 – Bosselman - 1607 S. Locust a. Consideration of Resolution 348 – Forward a Redevelopment Plan Amendment to the Hall County Regional Planning Commission for 1607 S. Locust Street, Lot One of Fonner Fourth Subdivision – Bosselman Real Estate LLC. b.Consideration of Resolution 349 – Resolution of Intent to enter into a Site Specific Redevelopment Contract and Approval of related actions 30-day notice to city council for 1607 S. Locust Street, Lot One of Fonner Fourth Subdivision – Bosselman Real Estate LLC. Nabity stated the amendment to the redevelopment plan that was approved in 2015. This amended plan changes the phase 2 of the project, proposed hotel along Locust Street to a quick serve restaurant. The anticipated valuation is about $500,000 as opposed to the $8,000,000 anticipated for the hotel. Because it is a significant difference in use the plan and contract will need to be amended. Bosselman’s have made the determination that another hotel at this time would not be a good investment especially with the Fonner Park casino hotel locating just to the east of this property. The impact of the COVID pandemic on the hotel industry has also added to this decision. A motion was made by Pirnie and second by Dutoit to approve Resolution 348 and 349. Upon roll call vote all, voted aye. Motion carried 5-0 8. Redevelopment Plan Amendment CRA Area 6 – Ebc Obermiller LLC (Miller Tire) – 722 N. Eddy a.Consideration of Resolution 350 - Forward a Redevelopment Plan Amendment to the Hall County Regional Planning Commission for 722 N. Eddy. Lots 1,2 and 3 Block 14 of H.G. Clarks Addition to the City of Grand Island – Ebc Obermiller LLC. Grand Island Regular Meeting - 5/12/2021 Page 8 / 230 b.Consideration of Resolution 351 - Resolution of Intent to enter into a Site Specific Redevelopment Contract and Approval of related actions 30-day notice to city council for 722 N. Eddy, Lots 1,2 and 3 Block 14 of H.G. Clarks Addition to the City of Grand Island – Ebc Obermiller LLC. Nabity explained that Ebc Obermiller LLC the company that owns the property occupied by Miller Tire located across the street from this site is purchasing the property at 722 N. Eddy and proposing to redevelop it as a new shop facilities for Miller Tire. They intend to move out of the dry cleaners building to the east of this and construct a 9 bay shop. The dry cleaners building will be used for storage and eventually torn down to provide additional parking. Mr. Miller is requesting $318,000 of TIF to aid in the acquisition, demolition costs for this project. A motion was made by Murray and second by Truell to approve Resolutions 350 and 351. Upon roll call vote all, voted aye. Motion carried 5-0. 9.Director’s Report Adjournment at 4:44 P.M. Next meeting 4:00 P.M. May 12, 2021 Respectfully Submitted, Norma Hernandez Administrative Assistant Grand Island Regular Meeting - 5/12/2021 Page 9 / 230 Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 Regular Meeting Item C1 CRA April Financials Staff Contact: Grand Island Regular Meeting - 5/12/2021 Page 10 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED CONSOLIDATED Beginning Cash 649,953 677,632 REVENUE: Property Taxes - CRA 41,032 145,651 504,203 358,552 28.89% Property Taxes - Lincoln Pool 8,345 41,156 195,805 154,649 21.02% Property Taxes -TIF's 171,008 1,206,783 4,858,000 3,864,603 24.84% Loan Income (Poplar Street Water Line) - - 20,000 20,000 0.00% Interest Income - CRA - 1,781 10,000 8,219 17.81% Interest Income - TIF'S - - - - Land Sales - - - - #DIV/0! Other Revenue - CRA 912 2,581 200,000 197,419 1.29% Other Revenue - TIF's - - - - TOTAL REVENUE 221,297 1,397,952 5,788,008 4,603,443 24.15% TOTAL RESOURCES 871,250 1,397,952 6,465,640 4,603,443 EXPENSES Auditing & Accounting - - 3,000 3,000 0.00% Legal Services - - 3,000 3,000 0.00% Consulting Services - - 5,000 5,000 0.00% Contract Services 4,094 31,622 75,000 43,378 42.16% Printing & Binding - - 1,000 1,000 0.00% Other Professional Services - 10,567 16,000 5,433 66.04% General Liability Insurance - - 250 250 0.00% Postage - - 200 200 0.00% Legal Notices - 79 500 421 15.89% Travel & Training - - 4,000 4,000 0.00% Other Expenditures - - - - Office Supplies - 184 1,000 816 18.40% Supplies - - 300 300 0.00% Land - - 30,000 30,000 Bond Principal - Lincoln Pool - 185,000 185,000 - 100.00% Bond Interest - 6,328 10,805 4,478 58.56% Fiscal Agent Fees/Bond Costs - 525 - - Husker Harvest Days - 200,000 200,000 - 100.00% Façade Improvement - - 200,000 200,000 0.00% Building Improvement - 15,736 670,000 654,264 2.35% Other Projects 3,000 200,000 197,000 1.50% Bond Principal-TIF's - 893,218 4,857,800 3,964,582 18.39% Bond Interest-TIF's - - - - Interest Expense - - - - TOTAL EXPENSES 4,094 1,346,259 6,462,855 5,117,121 20.83% INCREASE(DECREASE) IN CASH 217,203 51,693 (674,847) ENDING CASH 867,156 51,693 2,785 - CRA CASH 532,082 Lincoln Pool Tax Income Balance 14,199 TIF CASH 320,876 Total Cash 867,156 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 Grand Island Regular Meeting - 5/12/2021 Page 11 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 GENERAL OPERATIONS: Property Taxes - CRA 41,032 145,651 504,203 358,552 28.89% Property Taxes - Lincoln Pool 8,345 41,156 195,805 154,649 21.02% Interest Income 1,781 10,000 8,219 17.81% Loan Income (Poplar Street Water Line) - 20,000 20,000 0.00% Land Sales - - - #DIV/0! Other Revenue & Motor Vehicle Tax 912 2,581 200,000 197,419 1.29% TOTAL 50,289 191,169 930,008 738,839 20.56% WALNUT HOUSING PROJECT Property Taxes - - Interest Income - - Other Revenue - - - TOTAL - - - - GIRARD VET CLINIC Property Taxes 257 5,812 - TOTAL 257 5,812 - - GEDDES ST APTS-PROCON Property Taxes 790 1,581 - TOTAL 790 1,581 - - SOUTHEAST CROSSING Property Taxes 345 6,382 - TOTAL 345 6,382 - - POPLAR STREET WATER Property Taxes 547 2,551 - TOTAL 547 2,551 - - CASEY'S @ FIVE POINTS Property Taxes 342 684 - TOTAL 342 684 - - SOUTH POINTE HOTEL PROJECT Property Taxes 2,132 4,264 - TOTAL 2,132 4,264 - - TODD ENCK PROJECT Property Taxes - - TOTAL - - - - JOHN SCHULTE CONSTRUCTION Property Taxes 180 359 - TOTAL 180 359 - - PHARMACY PROPERTIES INC Property Taxes 331 661 - TOTAL 331 661 - - KEN-RAY LLC Property Taxes - - TOTAL - - - - Grand Island Regular Meeting - 5/12/2021 Page 12 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 TOKEN PROPERTIES RUBY Property Taxes 76 151 - TOTAL 76 151 - - GORDMAN GRAND ISLAND Property Taxes 2,027 39,768 - TOTAL 2,027 39,768 - - BAKER DEVELOPMENT INC Property Taxes 97 2,100 - TOTAL 97 2,100 - - STRATFORD PLAZA INC Property Taxes 823 1,646 - TOTAL 823 1,646 - - COPPER CREEK 2013 HOUSES Property Taxes 10,906 33,695 - TOTAL 10,906 33,695 - - FUTURE TIF'S Property Taxes - 4,858,000 4,858,000 TOTAL - - 4,858,000 4,858,000 CHIEF INDUSTRIES AURORA COOP Property Taxes 940 1,881 (1,881) TOTAL 940 1,881 - (1,881) TOKEN PROPERTIES KIMBALL ST Property Taxes 71 143 (143) TOTAL 71 143 - (143) GI HABITAT OF HUMANITY Property Taxes 140 280 (280) TOTAL 140 280 - (280) AUTO ONE INC Property Taxes 366 732 (732) TOTAL 366 732 - (732) EIG GRAND ISLAND Property Taxes 1,473 2,946 (2,946) TOTAL 1,473 2,946 - (2,946) TOKEN PROPERTIES CARY ST Property Taxes 199 399 (399) TOTAL 199 399 - (399) Grand Island Regular Meeting - 5/12/2021 Page 13 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 WENN HOUSING PROJECT Property Taxes 118 2,571 (2,571) TOTAL 118 2,571 - (2,571) COPPER CREEK 2014 HOUSES Property Taxes 30,639 97,068 (97,068) TOTAL 30,639 97,068 - (97,068) TC ENCK BUILDERS Property Taxes 88 176 (176) TOTAL 88 176 - (176) SUPER MARKET DEVELOPERS Property Taxes 2,951 65,787 (65,787) TOTAL 2,951 65,787 - (65,787) MAINSTAY SUITES Property Taxes 1,649 3,299 (3,299) TOTAL 1,649 3,299 - (3,299) TOWER 217 Property Taxes 620 1,240 (1,240) TOTAL 620 1,240 - (1,240) COPPER CREEK 2015 HOUSES Property Taxes 12,058 62,351 - (62,351) TOTAL 12,058 62,351 - (62,351) NORTHWEST COMMONS Property Taxes 5,156 205,501 - (205,501) TOTAL 5,156 205,501 - (205,501) HABITAT - 8TH & SUPERIOR Property Taxes 283 565 (565) TOTAL 283 565 - (565) KAUFMAN BUILDING Property Taxes 299 599 (599) TOTAL 299 599 - (599) TALON APARTMENTS Property Taxes 2,442 100,154 (100,154) TOTAL 2,442 100,154 - (100,154) VICTORY PLACE Property Taxes 223 445 (445) TOTAL 223 445 - (445) THINK SMART Property Taxes 158 6,744 (6,744) TOTAL 158 6,744 - (6,744) Grand Island Regular Meeting - 5/12/2021 Page 14 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 BOSSELMAN HQ Property Taxes 1,917 81,653 (81,653) TOTAL 1,917 81,653 - (81,653) TALON APARTMENTS 2017 Property Taxes 2,786 112,989 (112,989) TOTAL 2,786 112,989 - (112,989) WEINRICH DEVELOPMENT Property Taxes 158 316 (316) TOTAL 158 316 - (316) WING WILLIAMSONS Property Taxes 1,399 1,465 (1,465) TOTAL 1,399 1,465 - (1,465) HATCHERY HOLDINGS Property Taxes 3,983 7,966 (7,966) TOTAL 3,983 7,966 - (7,966) FEDERATION LABOR TEMPLE Property Taxes 3,631 7,319 (7,319) TOTAL 3,631 7,319 - (7,319) MIDDLETON PROPERTIES II Property Taxes 355 710 (710) TOTAL 355 710 - (710) COPPER CREEK 2016 HOUSES Property Taxes 9,627 45,463 (45,463) TOTAL 9,627 45,463 - (45,463) MENDEZ ENTERPRISES LLC PHASE 1 Property Taxes 163 247 (247) TOTAL 163 247 - (247) EAST PARK ON STUHR Property Taxes 2,714 5,428 (5,428) TOTAL 2,714 5,428 - (5,428) TAKE FLIGHT INVESTMENTS Property Taxes 137 5,957 (5,957) TOTAL 137 5,957 - (5,957) PRATARIA VENTURES HOSPITAL Property Taxes 35,720 244,300 (244,300) TOTAL 35,720 244,300 - (244,300) AMMUNITION PLANT Property Taxes - - TOTAL - - - - URBAN ISLAND LLC Property Taxes 87 174 (174) TOTAL 87 174 - (174) Grand Island Regular Meeting - 5/12/2021 Page 15 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 PEACEFUL ROOT Property Taxes 120 5,240 (5,240) TOTAL 120 5,240 - (5,240) TALON 2019 LOOKBACK Property Taxes 72 2,942 (2,942) TOTAL 72 2,942 - (2,942) COPPER CREEK PH2 2019 LOOKBACK Property Taxes 198 396 (396) TOTAL 198 396 - (396) GRAND ISLAND HOTEL Property Taxes 28,317 29,647 (29,647) TOTAL 28,317 29,647 - (29,647) PARAMOUNT OLD SEARS Property Taxes 32 64 (64) TOTAL 32 64 - (64) CENTRAL NE TRUCK WASH Property Taxes 986 1,973 (1,973) TOTAL 986 1,973 - (1,973) TOTAL REVENUE 221,417 1,397,952 5,788,008 5,152,219 24.15% - - Grand Island Regular Meeting - 5/12/2021 Page 16 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 EXPENSES CRA GENERAL OPERATIONS: Auditing & Accounting - 3,000 3,000 0.00% Legal Services - 3,000 3,000 0.00% Consulting Services - 5,000 5,000 0.00% Contract Services 4,094 31,622 75,000 43,378 42.16% Printing & Binding - 1,000 1,000 0.00% Other Professional Services 10,567 16,000 5,433 66.04% General Liability Insurance - 250 250 0.00% Postage - 200 200 0.00% Legal Notices 79 500 421 15.89% Travel & Training - 4,000 4,000 0.00% Other Expenditures - - - Office Supplies 184 1,000 816 18.40% Supplies - 300 300 0.00% Land - 30,000 30,000 Bond Principal - Lincoln Pool 185,000 185,000 - 100.00% Bond Interest - Lincoln Pool 6,328 10,805 4,478 58.56% Fiscal Agent Fees/Bond Costs 525 - - #DIV/0! PROJECTS Husker Harvest Days 200,000 200,000 - 100.00% Façade Improvement - 200,000 200,000 0.00% Building Improvement 18,736 670,000 651,264 0.00% Other Projects - 200,000 200,000 0.00% TOTAL CRA EXPENSES 4,094 453,040 1,605,055 1,152,540 28.23% WALNUT HOUSING PROJECT Bond Principal - - - Bond Interest - - - TOTAL - - - - GIRARD VET CLINIC Bond Principal 5,298 - - TOTAL - 5,298 - - GEDDES ST APTS - PROCON Bond Principal - - - TOTAL - - - - SOUTHEAST CROSSINGS Bond Principal 5,692 - - TOTAL - 5,692 - - POPLAR STREET WATER Bond Principal 924 - - TOTAL - 924 - - CASEY'S @ FIVE POINTS Bond Principal - - - TOTAL - - - - Grand Island Regular Meeting - 5/12/2021 Page 17 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 SOUTH POINTE HOTEL PROJECT Bond Principal - - - TOTAL - - - - TODD ENCK PROJECT Bond Principal - - - TOTAL - - - - JOHN SCHULTE CONSTRUCTION Bond Principal - - - TOTAL - - - - PHARMACY PROPERTIES INC Bond Principal - - - TOTAL - - - - KEN-RAY LLC Bond Principal - - - TOTAL - - - - TOKEN PROPERTIES RUBY Bond Principal - - - TOTAL - - - - GORDMAN GRAND ISLAND Bond Principal 35,714 - - TOTAL - 35,714 - - BAKER DEVELOPMENT INC Bond Principal 1,906 - - TOTAL - 1,906 - - STRATFORD PLAZA LLC Bond Principal - - - TOTAL - - - - COPPER CREEK 2013 HOUSES Bond Principal 15,499 - - TOTAL - 15,499 - - CHIEF INDUSTRIES AURORA COOP Bond Principal - - - TOTAL - - - - TOKEN PROPERTIES KIMBALL STREET Bond Principal - - - TOTAL - - - - GI HABITAT FOR HUMANITY Bond Principal - - - TOTAL - - - - Grand Island Regular Meeting - 5/12/2021 Page 18 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 AUTO ONE INC Bond Principal - - - TOTAL - - - - EIG GRAND ISLAND Bond Principal - - - TOTAL - - - - TOKEN PROPERTIES CARY STREET Bond Principal - - - TOTAL - - - - WENN HOUSING PROJECT Bond Principal 2,336 - - TOTAL - 2,336 - - COPPER CREEK 2014 HOUSES Bond Principal 52,683 - - TOTAL - 52,683 - - TC ENCK BUILDERS Bond Principal - - - TOTAL - - - - SUPER MARKET DEVELOPERS Bond Principal - - - TOTAL - - - - MAINSTAY SUITES Bond Principal - - - TOTAL - - - - TOWER 217 Bond Principal - - - TOTAL - - - - COPPER CREEK 2015 HOUSES Bond Principal 36,125 - - TOTAL - 36,125 - NORTHWEST COMMONS Bond Principal 195,189 - - TOTAL - 195,189 - HABITAT - 8TH & SUPERIOR Bond Principal - - - TOTAL - - - KAUFMAN BUILDING Bond Principal - - - TOTAL - - - Grand Island Regular Meeting - 5/12/2021 Page 19 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 TALON APARTMENTS Bond Principal 95,270 - - TOTAL - 95,270 - VICTORY PLACE Bond Principal 2,798 - - TOTAL - 2,798 - FUTURE TIF'S Bond Principal - 4,857,800 4,857,800 TOTAL - - 4,857,800 4,857,800 THINK SMART Bond Principal 6,427 - - TOTAL - 6,427 - BOSSELMAN HQ Bond Principal 79,735 - - TOTAL - 79,735 - TALON APARTMENTS 2017 Bond Principal 110,204 - - TOTAL - 110,204 - WEINRICH DEVELOPMENT Bond Principal - - - TOTAL - - - WING WILLIAMSONS Bond Principal - - - TOTAL - - - HATCHERY HOLDINGS Bond Principal - - - TOTAL - - - FEDERATION LABOR TEMPLE Bond Principal 3,519 - - TOTAL - 3,519 - MIDDLETON PROPERTIES II Bond Principal - - - TOTAL - - - COPPER CREEK 2016 HOUSES Bond Principal 24,639 - - TOTAL - 24,639 - EAST PARK ON STUHR Bond Principal - - - TOTAL - - - TAKE FLIGHT INVESTMENTS Bond Principal 5,683 - - TOTAL - 5,683 - Grand Island Regular Meeting - 5/12/2021 Page 20 / 230 MONTH ENDED 2020-2021 2021 REMAINING % OF BUDGET April-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF APRIL 2021 PRATARIA VENTURES HOSPITAL Bond Principal 208,579 - - TOTAL - 208,579 - AMMUNITION PLANT Bond Principal - - - TOTAL - - - URBAN ISLAND LLC Bond Principal - - - TOTAL - - - PEACEFUL ROOT Bond Principal 5,000 - - TOTAL - 5,000 - TALON 2019 LOOKBACK Bond Principal - - - TOTAL - - - COPPER CREEK PH2 2019 LOOKBACK Bond Principal - - - TOTAL - - - GRAND ISLAND HOTEL Bond Principal - - - TOTAL - - - PARAMOUNT OLD SEARS Bond Principal - - - TOTAL - - - CENTRAL NE TRUCK WASH Bond Principal - - - TOTAL - - - TOTAL EXPENSES 4,094 1,346,259 6,462,855 6,010,340 20.83% Grand Island Regular Meeting - 5/12/2021 Page 21 / 230 Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 Regular Meeting Item D1 CRA May 2021 Bills Staff Contact: Grand Island Regular Meeting - 5/12/2021 Page 22 / 230 Grand Island Regular Meeting - 5/12/2021 Page 23 / 230 Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 Regular Meeting Item E1 CRA April 2021 Committed Projects Staff Contact: Grand Island Regular Meeting - 5/12/2021 Page 24 / 230 COMMITTED PROJECTS REMAINING GRANT AMOUNT 2021 FISCAL YR 2022 FISCAL YR 2023 FISCAL YR ESTIMATED COMP 1868 Foundation (3/10/21) $ 50,000.00 $ 50,000.00 Carnegie Library (4/14/21) $ 85,000.00 $ 85,000.00 GI Vets Home (Other Grants) $ 265,000.00 $ 265,000.00 Spring 2021 Southeast Commons 1201 S Locust (12/9/20) $ 100,000.00 $ 100,000.00 Summer 2021 Rise Properties 119 W 3rd (12/9/20) $ 59,477.00 $ 59,477.00 Summer 2021 Total Committed $ 559,477.00 $ 559,477.00 $ - $ - FIRE & LIFE SAFETY GRANT TOTAL AMOUNT 2021 FISCAL YR 2022 FISCAL YR 2023 FISCAL YR ESTIMATED COMP 201-203 W. 3rd St. Anson (8-24-16) $ 310,000.00 $ 310,000.00 Spring 2022 Peaceful Root 217 N Locust (9/18/19) $ 70,000.00 $ 70,000.00 Fall 2021 Rawr Holdings 110 W 2nd (12/12/18) $ 35,000.00 $ 35,000.00 Winter 2022 Total Committed F&L Safety Grant $ 415,000.00 $ 415,000.00 $ - $ - BUDGET 2021 2021 LEFT Façade Budgeted 2021 $ 200,000.00 $ 199,977.00 $ 23.00 Other Projects Budgeted 2021 $ 200,000.00 $ 111,500.00 $ 88,500.00 Land - Budgeted 2021 $ 30,000.00 $ - $ 30,000.00 Land Sales Budgeted 2021 $ - $ - $ - subtotal $ 311,477.00 $ 118,523.00 Balance $ 311,477.00 $ 118,523.00 BUDGET PAID LEFT Building Improvements * $ 670,000.00 $ 15,736.05 $ 654,263.95 *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, 2021 Grand Island Regular Meeting - 5/12/2021 Page 25 / 230 Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 Regular Meeting Item I1 Redevelopment Plan Amendment CRA Area 2 - Bosselman - 1607 S. Locust Staff Contact: Grand Island Regular Meeting - 5/12/2021 Page 26 / 230 Bosselman Corporate Office 1607 S. Locust 2021 Amendment COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 352 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 Bosselman Real Estate LLC representing various interests. (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 unsanitary or unsafe dwelling Grand Island Regular Meeting - 5/12/2021 Page 27 / 230 Bosselman Corporate Office 1607 S. Locust 2021 Amendment 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 $6,552,000 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 12th day of May, 2021. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND NEBRASKA ATTEST: By: ___________________________________ Chair By: ___________________________________ Secretary Grand Island Regular Meeting - 5/12/2021 Page 28 / 230 Southeast Commons/Fonner View Center EXHIBIT A LEGAL DESCRIPTION OF REDEVELOPMENT PROJECT AREA Lots One (1) and Fonner Fourth Subdivision, in the City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 5/12/2021 Page 29 / 230 Southeast Commons/Fonner View Center * * * * * EXHIBIT B FORM OF REDEVELOPMENT PLAN Grand Island Regular Meeting - 5/12/2021 Page 30 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 Redevelopment Plan Amendment Grand Island CRA Area 2 July 2015 Amended April 2021 The Community Redevelopment Authority (CRA) of the City of Grand Island intends to amend the Redevelopment Plan for Area 2 within the city, pursuant to the Nebraska Community Development Law (the “Act”) and provide for the financing of a commercial project in Area 2. Executive Summary: Project Description THE ACQUISITION OF PROPERTY AT 1607 SOUTH LOCUST STREET AND THE SUBSEQUENT SITE WORK, RENOVATIONS, UTILITY IMPROVEMENTS, ENGINEERING, LANDSCAPING AND PARKING IMPROVEMENTS NECESSARY FOR REBUILDING CORPORATE OFFICE FOR BOSSELMAN COMPANIES ALONG WITH A MOTEL QUICK SERVE RESTAURANT AND SEPARATE PROFESSIONAL OFFICE SPACE AT THIS LOCATION. The use of Tax Increment Financing (TIF) to aid in the acquisition of property, rehabilitation of the existing building, necessary site work and installation of public utilities and utility connections necessary to develop this site. The use of TIF makes it feasible to complete the proposed project within the timeline presented. This project developer has stated that the project will not be completed at this location without the use of TIF. The acquisition, rehabilitation, site work and construction of all improvements will be paid for by the developer. The developer is responsible for and has provided evidence that they can secure adequate debt financing to cover the costs associated with the acquisition, site work and remodeling. The Grand Island Community Redevelopment Authority (CRA) intends to pledge the ad valorem taxes generated over the 15 year period beginning January 1, 2017 towards the allowable costs and associated financing for the acquisition and site work. TAX INCREMENT FINANCING TO PAY FOR THE ACQUISTION OF THE PROPERTY AND RELATED SITE WORK WILL COME FROM THE FOLLOWING REAL PROPERTY: Property Description (the “Redevelopment Project Area”) This property is located east of Locust Street south of State Fair Boulevard and west of Fonner Park in south central Grand Island, the attached map identifies the subject property and the surrounding land uses: Legal Description Lot 1 of Fonner Fourth Subdivision (It is anticipated this property will be re-subdivided to accommodate phases 2 and 3 of this proposal. Grand Island Regular Meeting - 5/12/2021 Page 31 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 Grand Island Regular Meeting - 5/12/2021 Page 32 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 The tax increment will be captured for the tax years the payments for which become delinquent in years 2018 through 2031 inclusive. The real property ad valorem taxes on the current valuation will continue to be paid to the normal taxing entities. The increase will come from the construction of new commercial space on this property. Statutory Pledge of Taxes. Pursuant to Section 18-2147 of the Act, any ad valorem tax levied upon real property in the Redevelopment Project Area shall be divided, for the period not to exceed 15 years after the effective date of the provision, which effective date shall be January 1, 2017. 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. Grand Island Regular Meeting - 5/12/2021 Page 33 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 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 September 13, 1999.[§18-2109] Such declaration was made after a public hearing with full compliance with the public notice requirements of §18-2115 of the Act. 2. Conformation to the General Plan for the Municipality as a whole. [§18-2103 (13) (a) and §18-2110] Grand Island adopted a Comprehensive Plan on July 13, 2004. This redevelopment plan amendment and project are consistent with the Comprehensive Plan, in that no changes in the Comprehensive Plan elements are intended. This plan merely provides funding for the developer to acquire the necessary property and provide the necessary site work for the construction of a permitted use on this property. 3. The Redevelopment Plan must be sufficiently complete to address the following items: [§18-2103(13) (b)] a. Land Acquisition: The Redevelopment Plan for Area 2 provides for real property acquisition and this plan amendment does not prohibit such acquisition. There is no proposed acquisition by the authority. The applicant will be acquiring the property from the current owner. b. Demolition and Removal of Structures: The project to be implemented with this plan will not require demolition of any existing structures. c. Future Land Use Plan See the attached map from the 2004 Grand Island Comprehensive Plan. The site is planned for commercial development within this arterial corridor allowing for maximum exposure. Residential and hotel uses are also permitted in this area [§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 - 5/12/2021 Page 34 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 5/12/2021 Page 35 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The area is zoned B2-AC General Business zone with an Arterial Commercial Overlay District. No zoning changes are anticipated with this project. No changes are anticipated in street layouts or grades. No changes are anticipated in building codes or ordinances. Nor are any other planning changes contemplated. [§18-2103(b) and §18-2111] e. Site Coverage and Intensity of Use The developer is proposing to remodel the existing retail building for a combination of retail uses, office uses and residential dormitories. In addition, there are future phases that anticipate the development of a 100 room motel quick serve restaurant at the northwest corner of the site and additional in-line professional office space along the southern property line. [§18-2103(b) and §18-2111] f. Additional Public Facilities or Utilities Sewer and water are available to support this development. Connections for water and sewer will have to be extended to serve the proposed future development. No other utilities would be impacted by the development. The developer will be responsible for replacing any sidewalks damaged during construction of the project. No other utilities would be impacted by the development. [§18-2103(b) and §18-2111] Grand Island Regular Meeting - 5/12/2021 Page 36 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 4. The Act requires a Redevelopment Plan provide for relocation of individuals and families displaced as a result of plan implementation. This amendment does not provide for acquisition of any residences and therefore, no relocation is contemplated. [§18-2103.02] 5. No member of the Authority, nor any employee thereof holds any interest in any property in this Redevelopment Project Area. [§18-2106] 6. Section 18-2114 of the Act requires that the Authority consider: a. Method and cost of acquisition and preparation for redevelopment and estimated proceeds from disposal to redevelopers. The developer is proposing to purchased this property for redevelopment for $1,700,000 provided that TIF is available for the project as defined. The cost of property acquisition is being included as a TIF eligible expense. Costs for site preparation, utility extensions, building plans, and renovation of the existing building $6,591,600 and are included as TIF eligible expenses for phase 1. Phase 2 eligible expenses include sitework/utility extensions, architecture and legal fees of $315,000. Phase 3 eligible expenses include architecture and legal fees of $120,000. The total amount of the TIF eligible expenses in this request is over $8,700,000 It is estimated based on the proposed increased valuation for Phase 1 of the project of $11,617,706 will result in $3,836,200 of increment generated over a 15 year period. Phase 2 would generate an increase in value of $8,083,000 521,273,with $2,491,229 102,114 generated over a 14 9 year period. Phase 3 would generate an increase of $787,000 with $225,230 17,325 generated over a 13 year period annually for the remainder of the term after construction. A maximum total of $6,552,000 4,094,242 of TIF would be available to cover $8,726,600 worth of TIF eligible expenses. It is anticipated that the developer will spend almost $2,175,000 more on eligible expenses than will be generated by the tax increment. 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 has assisted the project by granting the sum of $6,552,000 for the project from the proceeds of the TIF Indebtedness issued by the Authority. This indebtedness will be repaid from the Tax Increment Revenues generated from the project. TIF revenues shall be made available to repay the original debt after January 1, 2018 through December 2032. Grand Island Regular Meeting - 5/12/2021 Page 37 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 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, in that it will allow for the utilization of the existing building and development of additional commercial facilities at this location. This lot is surrounded by similar commercial uses. This will not increase traffic in the area. New commercial development will raise property values and provide a stimulus to keep surrounding properties properly maintained. This will have the intended result of preventing recurring elements of unsafe buildings and blighting conditions. 8. Time Frame for Development Development of Phase 1 of this project is anticipated to be completed between January of 2016 and December of 2016. Excess valuation should be available for this project for 15 years beginning with the 2017 tax year. It is anticipated that Phases 2 will be completed before the end of 2021. Phase 3 will be completed within 5 years of the beginning of the project when feasible depending on market conditions. 9. Justification of Project The property is located at the entrance to the Fonner Park and the Nebraska State Fair Grounds. These facilities are enjoyed and visited by hundreds of thousands of people each year. This commercial property was vacated in May of 2015 and this is an excellent chance to redevelop the property as the corporate headquarters for a Grand Island based company that does business all over the United States. The proposed project will be highly visible and complement the image of both the Community and the Bosselman Grand Island Regular Meeting - 5/12/2021 Page 38 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 Companies. The potential addition of a hotel at this location increases the synergy between Fonner Park and the Bosselman Conference center and South Locust. This will provide hotel rooms within close walking distance to these facilities. Market conditions and the likelihood that a casino and hotel complex will be completed on the Fonner Grounds greatly reduce the commercial viability of a hotel at this site. This project does not propose to tear down or substantially alter any buildings with historic value. 10. Cost Benefit Analysis Section 18-2113 of the Act, further requires the Authority conduct a cost benefit analysis of the plan amendment in the event that Tax Increment Financing will be used. This analysis must address specific statutory issues. 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 Bosselman Skagway South Redevelopment Project, including: Project Sources and Uses. Approximately $6,552,000 4,094,000 in public funds from tax increment financing provided by the Grand Island Community Redevelopment Authority will be required to complete the project. This project still has more than $8,726,600 8,576,600 worth of TIF eligible expenses. The developer will be responsible for funding the additional $2,174,600 4,482,600 as private investment. The total private investment on this project is the total of the costs not eligible for TIF $11,215,000 3,175,000 plus the $2,174,600 4,482,600 of TIF eligible costs that will not be covered by the Tax Increment for a total private investment of $13,389,600 7,657,600. This $6,552,000 4,094,000 investment by the Authority and the people of Grand Island will leverage $13,389,600 7,657,600 in private sector financing; a private investment of $2.04 1.87 for every TIF dollar investment. Use of Funds.Phase 1 Description Eligible for TIF Funds Private Funds Total Site Acquisition $1,700,000 $1,700,000 Utilities/On Site Improvements $500,000 $500,000 Legal Private $5,000 $5,000 Legal CRA Cost1 $35,000 $35,000 Fees1 $1,600 $1,600 Architecture $60,000 $60,000 Building Rehabilitation Costs $6,000,000 $6,000,000 Soft Costs $215,000 $215,000 Personal Property $750,000 $750,000 TOTALS $8,301,600 $965,000 $9,266,600 1 Not included on application but shown as an eligible expense to be paid by the developer. Grand Island Regular Meeting - 5/12/2021 Page 39 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 Use of Funds.Phase 2 Description Eligible for TIF Funds Private Funds Total Site Acquisition $0 $0 Utilities/On Site Improvements $0 $110,000 $0 $110,000 Legal Private $5,000 $$5,000 Fees $$ Architecture $60,000 $35,000 $$60,000 $35,000 Building Costs $9,000,000 $1,070,000 $9,000,000 $1,070,000 Soft Costs $205,000 $110,000 $205,000 $110,000 Personal Property $$ TOTALS $65,000 $145,000 $9,215,000 $1,180,000 $9,280,000 $1,325,000 Use of Funds.Phase 3 Description Eligible for TIF Funds Private Funds Total Site Acquisition 0 0 Utilities/On Site Improvements $100,000 $100,000 Legal Private $5,000 $5,000 Fees $0 $0 Architecture $15,000 $15,000 Building Costs $1,000,000 $1,000,000 Soft Costs $30,000 $30,000 Personal Property $$ TOTALS $120,000 $1,030,000 $1,150,000 Tax Revenue. The property to be redeveloped has a January 1, 2015, valuation of approximately $2,290,814. Based on the 2014 levy this would result in a real property tax of approximately $50,292. It is anticipated that the assessed value will increase by almost $20,500,000 12,926,014 upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $451,000 284,418 annually resulting in $6,552,000 4,094,242 of increment over the 15 year period. The tax increment gained from this Redevelopment Project Area would not be available for use as city general tax revenues, for a period of 15 years, or such shorter time as may be required to amortize the TIF bond, but would be used for eligible private redevelopment costs to enable this project to be realized. Grand Island Regular Meeting - 5/12/2021 Page 40 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 Estimated 2014 assessed value: $ 2,290,814 Estimated 2020 assessed value $ 6,441,977 2020 TIF Base $ 2,652,701 2020 TIF Excess $ 3,789276 Estimated value after completion $ 22,778,988 $ 15,216,825 Increment value $ 20,488,175 $ 12,926,014 Annual TIF generated (estimated) $ 451,017 $ 284,418 TIF bond issue $ 6,552,000 Expected TIF Payout based on revised plan $ 4,094,242 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated 2020 base valuation of $2,290,814 2,652,701. The proposed redevelopment and commercial construction at this location will result in an additional $20,488,175 12,926,014 of taxable valuation based on valuations of similar properties. 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. The project will not add any tax burdens to taxing entities. Therefore no tax shifts will occur. (b) Public infrastructure and community public service needs impacts and local tax impacts arising from the approval of the redevelopment project; No additional public service needs have been identified. Existing water and waste water facilities will not be impacted by this development. The electric utility has sufficient capacity to support the development. It is not anticipated that this will impact schools. Fire and police protection are available and should not be impacted by this development. (c) Impacts on employers and employees of firms locating or expanding within the boundaries of the area of the redevelopment project; This project will not negatively impact employers or employees in the area directly. Bosselman Companies will be able to continue employing people within the City of Grand Island. (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 No impacts are anticipated outside of the city or immediate area to total employment from this project other than the incremental increase due to the construction. Grand Island Regular Meeting - 5/12/2021 Page 41 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 (e)Impacts on the student population of school districts within the city or village; and This project is unlikely to create any direct increase in cost for schools in the area. This project does not involve housing and is renovation of an existing commercial site. (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 will utilize a piece of property in the Grand Island City Limits that is at the entrance to the Fonner Park and the Nebraska State Fair grounds. This property has been was the home of Skagway South for more than 20 years and the Bosselman Corporate Offices since 2016. Skagway closed in 2015 this past May leaving the building mostly vacant. This project will change this entrance in to the fairgrounds in a positive way, rehabilitate and reutilize the existing building and provide hotel rooms within walking distance of the fairgrounds. Time Frame for Development Development of this project is anticipated to be completed during between October 2015 and December of 2018, depending on the market demand for the buildings in phases 2 and 3. Phases 2 will be completed by the end of 2021 and Phase 3 is dependent on market demand. The date of TIF will be established with the approved contract but it is anticipated that he base tax year should be calculated on the value of the property as of January 1, 2016. Excess valuation should be available for this project for 15 years beginning with the 2017 tax year. 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 $6,552,000 the projected amount of the eligible expenses for this project. Based on the purchase price of the property and estimates of the expenses of renovation activities and associated engineering fees, the developer will spend more than $8,700,000 on TIF eligible activities. As part of the 2021 amendment it is anticipated that eligible activities will still exceed $8,700,000 and that the total TIF generated will be $4,094,000 not $6,552,000. The eligible activities from Phase 1 of this project exceed the total TIF that will be generated by completion of all three phases of the project. See Attached Site Plan Grand Island Regular Meeting - 5/12/2021 Page 42 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 Site Plan As Originally Proposed Grand Island Regular Meeting - 5/12/2021 Page 43 / 230 CRA Area 2 Redevelopment Plan Amendment 1607 S. Locust April 2021 Proposed Phase 2 Development with 2021 Amendent Grand Island Regular Meeting - 5/12/2021 Page 44 / 230 Grand Island Regular Meeting - 5/12/2021 Page 45 / 230 Grand Island Regular Meeting - 5/12/2021 Page 46 / 230 Grand Island Regular Meeting - 5/12/2021 Page 47 / 230 Grand Island Regular Meeting - 5/12/2021 Page 48 / 230 Grand Island Regular Meeting - 5/12/2021 Page 49 / 230 Grand Island Regular Meeting - 5/12/2021 Page 50 / 230 Grand Island Regular Meeting - 5/12/2021 Page 51 / 230 Grand Island Regular Meeting - 5/12/2021 Page 52 / 230 Grand Island Regular Meeting - 5/12/2021 Page 53 / 230 Grand Island Regular Meeting - 5/12/2021 Page 54 / 230 Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 Regular Meeting Item I2 Redevelopment Plan Amendment CRA Area 6 - Ebc Obermiller LLC (Miller Tire) - 722 N. Eddy Staff Contact: Grand Island Regular Meeting - 5/12/2021 Page 55 / 230 Ebc Obermiller LLC (Miller Tire) Area 6 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 353 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 Ebc Obermiller LLC representing various interests. (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 unsanitary or unsafe dwelling Grand Island Regular Meeting - 5/12/2021 Page 56 / 230 Ebc Obermiller LLC (Miller Tire) Area 6 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 $318,285 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 12th day of May, 2021. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND NEBRASKA ATTEST: By: ___________________________________ Chair By: ___________________________________ Secretary Grand Island Regular Meeting - 5/12/2021 Page 57 / 230 Southeast Commons/Fonner View Center EXHIBIT A LEGAL DESCRIPTION OF REDEVELOPMENT PROJECT AREA Lots One (1) and Fonner Fourth Subdivision, in the City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 5/12/2021 Page 58 / 230 Southeast Commons/Fonner View Center * * * * * EXHIBIT B FORM OF REDEVELOPMENT PLAN Grand Island Regular Meeting - 5/12/2021 Page 59 / 230 Ebc Obermiller LLC: 722 N Eddy Street P a g e | 1 Redevelopment Plan Amendment Grand Island CRA Area 6 October 2020 The Community Redevelopment Authority (CRA) of the City of Grand Island intends to amend the Redevelopment Plan for Area 6 within the city, pursuant to the Nebraska Community Development Law (the “Act”) and provide for the financing of a specific housing related project in Area 6. Executive Summary: Project Description THE ACQUISITION OF PROPERTY AT 722 N EDDY STREET AND THE SUBSEQUENT SITE WORK, UTILITY IMPROVEMENTS, ENGINEERING, LANDSCAPING, FAÇADE ENHANCMENTS, RECONSTRUCTION AND PARKING IMPROVEMENTS NECESSARY FOR REDEVELOPMENT OF THIS PROPERTY. The use of Tax Increment Financing (TIF) to aid in the acquisition of property, necessary site work and rehabilitation necessary to develop this site. The use of TIF makes it feasible to complete the proposed project within the timeline presented. This project would not be considered at this time and location without the use of TIF. Financing for the project is contingent on TIF The acquisition, site work and construction of all improvements will be paid for by the developer. The developer is responsible for and has provided evidence that they can secure adequate debt financing to cover the costs associated with the acquisition, site work and remodeling. The Grand Island Community Redevelopment Authority (CRA) intends to pledge the ad valorem taxes generated over the 15 year period beginning January 1, 2022 towards the allowable costs and associated financing for the acquisition and site work. TAX INCREMENT FINANCING TO PAY FOR THE ACQUISTION OF THE PROPERTY AND RELATED SITE WORK WILL COME FROM THE FOLLOWING REAL PROPERTY: Property Description (the “Redevelopment Project Area”) This property is located south of 8th Street and west of Eddy Street in south central Grand Island, the attached map identifies the subject property and the surrounding land uses: Legal Description:Lots One (1), Two (2) and Three (3) Block 14 H. G. Clarks Addition, in the City of Grand Island, Hall County, Nebraska, Grand Island Regular Meeting - 5/12/2021 Page 60 / 230 Ebc Obermiller LLC: 722 N Eddy Street P a g e | 2 Existing Land Use Grand Island Regular Meeting - 5/12/2021 Page 61 / 230 Ebc Obermiller LLC: 722 N Eddy Street P a g e | 3 This plan amendment provides for the issuance TIF Notes, the proceeds of which will be granted to the Redeveloper. The tax increment will be captured for up to 15 tax years the payments for which become delinquent in years 2022 through 2036 inclusive or as otherwise dictated by the contract. 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 construction of new commercial space on this property. Statutory Pledge 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 identified from time to time by the Redeveloper (such Lot or Lots being referred to herein as a "Phase") as identified in a written notice from the Redeveloper to the Authority (each, a "Redevelopment Contract Amendment Notice") 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 Amendment Notice and reflected in a Redevelopment Contract Amendment, 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. Grand Island Regular Meeting - 5/12/2021 Page 62 / 230 Ebc Obermiller LLC: 722 N Eddy Street P a g e | 4 Redevelopment Plan Amendment Complies with the Act: The Community Development Law requires that a Redevelopment Plan and Project consider and comply with a number of requirements. This Plan Amendment meets the statutory qualifications as set forth below. 1. The Redevelopment Project Area has been declared blighted and substandard by action of the Grand Island City Council on October 9, 2007.[§18-2109] Such declaration was made after a public hearing with full compliance with the public notice requirements of §18-2115 of the Act. 2. Conformation to the General Plan for the Municipality as a whole. [§18-2103 (26) (a) and §18-2110] Grand Island adopted a Comprehensive Plan on July 13, 2004. This redevelopment plan amendment and project are consistent with the Comprehensive Plan, in that no changes in the Comprehensive Plan elements are intended. This plan merely provides funding for the developer to acquire the necessary property and provide the necessary site work, utilities and street improvements needed for the construction of a permitted use on this property. The Hall County Regional Planning Commission held a public hearing at their meeting on May 5, 2021 and passed Resolution 2021-05 confirming that this project is consistent with the Comprehensive Plan for the City of Grand Island. 3. The Redevelopment Plan must be sufficiently complete to address the following items: [§18-2103(26) (b)] a. Land Acquisition: The Redevelopment Plan for Area 6 provides for real property acquisition and this plan amendment does not prohibit such acquisition. There is no proposed acquisition by the authority. The applicant will be acquiring the property from the current owner for $245,000. b. Demolition and Removal of Structures: The project to be implemented with this plan will require complete demolition of any existing structures. c. Future Land Use Plan See the attached map from the 2004 Grand Island Comprehensive Plan. The site is planned for mixed use commercial development. [§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 - 5/12/2021 Page 63 / 230 Ebc Obermiller LLC: 722 N Eddy Street P a g e | 5 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 5/12/2021 Page 64 / 230 Ebc Obermiller LLC: 722 N Eddy Street P a g e | 6 d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The area is zoned B2 General Business zone & R4 High Density Residential Zone. A zoning change is necessary for Three (3) Block 14 H. G. Clarks Addition and in process. 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 demolish the current structure and construct a car repair shop with nine service bays. f. Additional Public Facilities or Utilities Sewer and water are available to support this 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 amendment does not provide for acquisition of any residences and therefore, no relocation is contemplated. [§18-2103.02] 5. No member of the Authority, nor any employee thereof holds any interest in any property in this Redevelopment Project Area. [§18-2106] 6. Section 18-2114 of the Act requires that the Authority consider: a. Method and cost of acquisition and preparation for redevelopment and estimated proceeds from disposal to redevelopers. The developer is proposing to purchase this property for $245,000. The cost of property acquisition is being included as a TIF eligible expense. Total costs for construction is estimated at $1,209,500 and is not TIF eligible. The cost of grading, dirt work and fill is $20,000. An additional $40,000 of expenses for demolition, along with on-site improvements of $11,000. Including a $5,700 of expenses for legal work, fees and financial tracking of this project are also included as eligible expenses. The total estimated eligible expenses are 321,700$. The request for TIF assistance is $318,825. It is estimated based on the proposed increased valuation to $1,218,278 that available TIF Grand Island Regular Meeting - 5/12/2021 Page 65 / 230 Ebc Obermiller LLC: 722 N Eddy Street P a g e | 7 would be $333,307 over the 15 year period. This project should pay off prior to the end of the 15 year bond period. 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 not less than proceeds of the from the$318,285 will be repaid from the Tax TIF Indebtedness issued by the Authority. This indebtedness TIF revenues shall be made available to Increment Revenues generated from the project. . est according to the approved contractrepay the original debt and associated inter 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, in that it will allow for the reconstruction and enhanced utilization of commercial space this location. This will have the intended result of preventing recurring elements of unsafe buildings and blighting conditions. 8. Time Frame for Development Development of this project is anticipated to be completed October of 2021. Excess valuation should be available for this project for 15 years beginning with the 2022 tax year. Grand Island Regular Meeting - 5/12/2021 Page 66 / 230 Ebc Obermiller LLC: 722 N Eddy Street P a g e | 8 9. Justification of Project This is infill development in an area with all city sewer and water available. The developer owns other properties in the area and has almost 50 full time employees working at those locations and is ready to expand in this area of the community. 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 project, including: Project Sources and Uses. A minimum of s from tax increment in public fund$318,285 financing provided by the Grand Island Community Redevelopment Authority will be Authority will leveragey thebrequired to complete the project. This investment for 82.2nt of $; a private investmefinancing and investmentin private sector 896,915 $ It is estimated this will pay off in 15 years.every TIF dollar investment. Use of Funds. Source of Funds Description Eligible for TIF Funds Private Funds Total Site Acquisition $245,000 $245,000 Grading/Dirtwork/Fill $20,000 $20,000 Demolition $40,000 $40,000 On-Site Improvements $11,000 $11,000 Soft Costs $10,000 $10,000 Legal CRA Cost $2,285 $3,415 $5,700 Building Construction Costs $883,500 $883,500 TOTALS $318,285 $896,915 $1,215,200 Tax Revenue. The property to be redeveloped is expected to have has a January 1, 2022, valuation of approximately $1,218,278. Based on the 2021 levy this would result in a real property tax of approximately $26,517. It is anticipated that the assessed value will increase by $,1581,011 upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $22,220 annually resulting in approximately $333,307 of increment over the 15 year period. The tax increment gained from this Redevelopment Project Area would not be available for use as city general tax revenues, for a period of 15 years, or such shorter time as may be required to amortize the TIF bond, but would be used for eligible private redevelopment costs to enable this project to be realized. Grand Island Regular Meeting - 5/12/2021 Page 67 / 230 Ebc Obermiller LLC: 722 N Eddy Street P a g e | 9 Estimated 2021 assessed value: $ 207,120 Estimated value after completion $ 1,218,278 Increment value $ 1,011,158 Annual TIF generated (estimated) $ 22,220 TIF bond issue $ 318,285 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area has an estimated valuation of $207,120. The proposed improvements at this location will result in at least an additional $1,011,158 of taxable valuation based on the Hall County Assessor’s office evaluation of the project. 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. The project will not add any tax burdens to taxing entities. Therefore no tax shifts will occur. (b) Public infrastructure and community public service needs impacts and local tax impacts arising from the approval of the redevelopment project; No additional public service needs have been identified. Existing water and waste water facilities will not be impacted by this development. The electric utility has sufficient capacity to support the development. It is not anticipated that this will impact schools. Fire and police protection are available and should not be impacted by this development. (c) Impacts on employers and employees of firms locating or expanding within the boundaries of the area of the redevelopment project; The proposed uses at this site would compete for skilled mechanics positions. The developer already employs almost 50 people and most of those workers would work at this facility. (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 is unlikely to have an impact on other employers and employees within the city. (e)Impacts on the student population of school districts within the city or village; and This project is unlikely to create any direct increase in cost for schools in the area. This project does not involve housing and will demolish and reconstruct a facility for commercial use at this site. Grand Island Regular Meeting - 5/12/2021 Page 68 / 230 Ebc Obermiller LLC: 722 N Eddy Street P a g e | 10 (f) Any other impacts determined by the authority to be relevant to the consideration of costs and benefits arising from the redevelopment project. The future land use of this area recommends mixed use commercial development in this area of the community. Eddy Street is commercial corridor and in 2020 the city rezoned the Eddy Street corridor between 9th Street and 17th to B2 General Business Zone. The whole corridor from 4th Street to Five Points is zoned B2. North on Eddy at the Five Points area, the city has developed a plan to construct a major round about to alleviate traffic congestion allowing for a better flow of traffic through the area. Investment in this property will continue to promote the Eddy Street corridor as a sustainable area for commercial development as the city grows. Time Frame for Development Development of this project is anticipated to be completed October 2021. The base tax year should be calculated on the value of the property as of January 1, 2021. Excess valuation should be available for this project for 15 years beginning in the 2022 tax year. 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. The full amount of TIF generated over a 15 year period would be $333,307 and the developer has .to cover just over $321,000 of eligible expenses318,285requested $ Grand Island Regular Meeting - 5/12/2021 Page 69 / 230 Grand Island Regular Meeting - 5/12/2021 Page 70 / 230 Grand Island Regular Meeting - 5/12/2021 Page 71 / 230 Grand Island Regular Meeting - 5/12/2021 Page 72 / 230 Grand Island Regular Meeting - 5/12/2021 Page 73 / 230 Grand Island Regular Meeting - 5/12/2021 Page 74 / 230 Grand Island Regular Meeting - 5/12/2021 Page 75 / 230 Grand Island Regular Meeting - 5/12/2021 Page 76 / 230 Grand Island Regular Meeting - 5/12/2021 Page 77 / 230 Grand Island Regular Meeting - 5/12/2021 Page 78 / 230 Grand Island Regular Meeting - 5/12/2021 Page 79 / 230 Grand Island Regular Meeting - 5/12/2021 Page 80 / 230 Grand Island Regular Meeting - 5/12/2021 Page 81 / 230 Grand Island Regular Meeting - 5/12/2021 Page 82 / 230 Grand Island Regular Meeting - 5/12/2021 Page 83 / 230 Grand Island Regular Meeting - 5/12/2021 Page 84 / 230 Grand Island Regular Meeting - 5/12/2021 Page 85 / 230 Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 Regular Meeting Item X1 Approval of Transfer of TIF Project and Property from Wald 12 Properties to Azure Investment Group, LLC for 221 - 223 West 3rd Street (Greenburgers) Staff Contact: Grand Island Regular Meeting - 5/12/2021 Page 86 / 230 1 | P a g e Wald 12 to Azure Investment COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 354 ___________ 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 $354,573 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 AZURE INVESTMENT 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; REVOKING AND RESCINDING RESOLUTION No.______; 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). Grand Island Regular Meeting - 5/12/2021 Page 87 / 230 Wald 12 to Azure Investments -2- (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 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 $354,573 (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 Azure Investment Redevelopment Project Tax Increment Development Revenue Note of the Authority, in a principal amount not to exceed $354,573, 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. Grand Island Regular Meeting - 5/12/2021 Page 88 / 230 Wald 12 to Azure Investments -3- “Secretary” means the Secretary of the Authority. “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; Grand Island Regular Meeting - 5/12/2021 Page 89 / 230 Wald 12 to Azure Investments -4- (b) Notes which are deemed to have been paid in accordance with Section 10.1 hereof; (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 Amended Redevelopment Contract Azure Investment Redevelopment Project, dated the date of its execution, between the Authority, and Azure Investment 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. Grand Island Regular Meeting - 5/12/2021 Page 90 / 230 Wald 12 to Azure Investments -5- “Revenue” means the Tax Revenue. “Special Fund” means the fund by that name created in Section 7.1. “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 - 5/12/2021 Page 91 / 230 Wald 12 to Azure Investments -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 $354,573. The Note shall be designated as “Community Redevelopment Authority of the City of Grand Island, Nebraska, Azure Investment 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. Grand Island Regular Meeting - 5/12/2021 Page 92 / 230 Wald 12 to Azure Investments -7- (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. (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 $354,573. 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 Grand Island Regular Meeting - 5/12/2021 Page 93 / 230 Wald 12 to Azure Investments -8- 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, 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 Grand Island Regular Meeting - 5/12/2021 Page 94 / 230 Wald 12 to Azure Investments -9- 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. 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 Grand Island Regular Meeting - 5/12/2021 Page 95 / 230 Wald 12 to Azure Investments -10- 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. 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 Grand Island Regular Meeting - 5/12/2021 Page 96 / 230 Wald 12 to Azure Investments -11- 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. 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 - 5/12/2021 Page 97 / 230 Wald 12 to Azure Investments -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 “Azure Investment 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 - 5/12/2021 Page 98 / 230 Wald 12 to Azure Investments -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 - 5/12/2021 Page 99 / 230 Wald 12 to Azure Investments -14- UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA AZURE INVESTMENT REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2021 No. R-1 Up to $354,573 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2035 0.00% REGISTERED OWNER: Azure Investment Group, 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 - 5/12/2021 Page 100 / 230 Wald 12 to Azure Investments -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 ______________, 2021, 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 $354,573. 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, 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 - 5/12/2021 Page 101 / 230 Wald 12 to Azure Investments -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, do exist and have been performed in regular and due time, form and manner; that this Note does not exceed Grand Island Regular Meeting - 5/12/2021 Page 102 / 230 Wald 12 to Azure Investments -17- 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 - 5/12/2021 Page 103 / 230 Wald 12 to Azure Investments -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 - 5/12/2021 Page 104 / 230 Wald 12 to Azure Investments -19- SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA AZURE INVESTMENT REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2021 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 - 5/12/2021 Page 105 / 230 Wald 12 to Azure Investments -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 - 5/12/2021 Page 106 / 230 Wald 12 to Azure Investments -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 - 5/12/2021 Page 107 / 230 Wald 12 to Azure Investments -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 - 5/12/2021 Page 108 / 230 Wald 12 to Azure Investments -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 - 5/12/2021 Page 109 / 230 Wald 12 to Azure Investments -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. Section 12.12 Revision of prior Resolution in Whole. This Resolution revokes and supplants in whole Resolution No._________ passed by the Authority on __________, 2019. PASSED AND ADOPTED: ______________________, 2021. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (SEAL) By: Chairman ATTEST: By: Secretary Grand Island Regular Meeting - 5/12/2021 Page 110 / 230 1 AMENDED REDEVELOPMENT CONTRACT This Amended Redevelopment Contract is made and entered into as of the _______day of ___________, 2021, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and Azure Investment Group, LLC, a Nebraska limited liability company ("Successor 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 Wald 12 Properties, LLC, a Nebraska limited liability company ("Redeveloper") entered into a 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; WHEREAS, Authority, Redeveloper and Successor Redeveloper entered into an Assignment and Assumption of Redevelopment Contract agreement dated the ____ day of ______, 2021, wherein the Successor Redeveloper agreed to undertake the Redevelopment Project described in the Redevelopment Contract; WHEREAS, The Successor Redeveloper and Authority wish to amend the terms of the Redevelopment Contract assumed by the Successor Redeveloper, NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, Authority and Successor Redeveloper do hereby covenant, agree and bind themselves as follows: Grand Island Regular Meeting - 5/12/2021 Page 111 / 230 2 ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Terms Defined in this Redevelopment Contract. Unless the context otherwise requires, the following terms shall have the following meanings for all purposes of this Redevelopment Contract, such definitions to be equally applicable to both the singular and plural forms and masculine, feminine and neuter gender of any of the terms defined: "Act" means Section 12 of Article VIII of the Nebraska Constitution, Sections 18-2101 through 18-2154, Reissue Revised Statutes of Nebraska, 2012, as amended, and acts amendatory thereof and supplemental thereto. "Authority" means the Community Redevelopment Authority of the City of Grand Island, Nebraska. "City" means the City of Grand Island, Nebraska. "Governing Body" means the Mayor and City Council of the City. "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 (Azure Investment Development Project), Series 2021, to be issued in an amount not to exceed $354,573 in substantially the form set forth on Exhibit C and purchased by the Successor Redeveloper as set forth in Section 3.04 of this Redevelopment Contract. "Liquidated Damages Amount' means the amounts to be repaid to Authority by Successor 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 Successor Redeveloper verifying the Successor Redeveloper has become legally obligated for, or has paid the Project Costs identified on Exhibit D. Grand Island Regular Meeting - 5/12/2021 Page 112 / 230 3 "Project Costs" means only costs or expenses incurred by Successor 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. "Successor Redeveloper" means Azure Investment, 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 Successor Redeveloper and approved by the City. "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. "Amended Redevelopment Contract" means this amended redevelopment contract between the Authority and Successor 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 Amended 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 Amended Redevelopment Contract shall be construed and interpreted in accordance with the following provisions: (a) Whenever in this Amended 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. Grand Island Regular Meeting - 5/12/2021 Page 113 / 230 4 (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 Amended Redevelopment Contract as a whole rather than to any particular paragraph, section or subsection, unless the context specifically refers thereto. (f) Forms of words in the singular, plural, masculine, feminine or neuter shall be construed to include the other forms as the context may require. (g) The captions to the sections of this Amended 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 Successor 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 Grand Island Regular Meeting - 5/12/2021 Page 114 / 230 5 (2) Based on representations made by the Successor 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 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 Successor Redeveloper. The Successor Redeveloper makes the following representations: (a) The Successor Redeveloper is a Nebraska limited liability company having the power to enter into this Amended Redevelopment Contract and perform all obligations contained herein and by proper action has been duly authorized to execute and deliver this Amended Redevelopment Contract. Prior to the execution and delivery of this Amended Redevelopment Contract, the Successor Redeveloper has delivered to the Authority a certificate of good standing, a certified copy of the Successor Redeveloper's by-laws and a certified copy of the resolution or resolutions authorizing the execution and delivery of this Amended Redevelopment Contract. (b) The execution and delivery of this Amended Redevelopment Contract and the consummation of the transactions herein contemplated will not conflict with or Grand Island Regular Meeting - 5/12/2021 Page 115 / 230 6 constitute a breach of or default under any debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which Successor 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 Successor Redeveloper affecting its ability to carry out the acquisition, construction, equipping and furnishing of the Project or the carrying into effect of this Amended Redevelopment Contract or in any other matter materially affecting the ability to Successor Redeveloper to perform its obligations hereunder. (d) The Project would not be economically feasible without the use of tax increment financing. (e) The Project would not occur in the Redevelopment Project Area without the use of tax-increment financing. ARTICLE III 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. Grand Island Regular Meeting - 5/12/2021 Page 116 / 230 7 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 Amended 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 Successor Redeveloper as set forth on Exhibit D. No Indebtedness will be issued until Successor 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 July 1, 2021, the Authority shall issue one Tax Increment Development Revenue Note, in one taxable series, in a maximum principal amount of $354,573, in substantially the form shown on the attached Exhibit C (“TIF Note”), for net funds available to be purchased by Successor 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 Successor 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 shall have the authority to determine the timing of issuing the Indebtedness and all the other necessary details of the Indebtedness. The Successor 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 Successor Redeveloper to effect the sale of the Indebtedness by purchasing the Indebtedness in accordance with the terms of this Amended Redevelopment Contract and the Resolution. Successor 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 Successor 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 Successor Redeveloper to receive a grant under this Amended Redevelopment Contract. In accordance with the terms of the Redevelopment Plan the Successor Redeveloper is to receive a grant sufficient to pay the costs Grand Island Regular Meeting - 5/12/2021 Page 117 / 230 8 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 $354,573. 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 Amended Redevelopment Contract. Such grant shall be made to the Successor 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 Successor 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 Amended Redevelopment Contract. 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 “Azure Investment 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 Amended 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 “Azure Investment 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 Successor Redeveloper is the owner of the Note and the Successor Redeveloper so elects, the Authority shall make a grant to Successor Redeveloper in the amount of an approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. Grand Island Regular Meeting - 5/12/2021 Page 118 / 230 9 ARTICLE IV OBLIGATIONS OF SUCCESSOR REDEVELOPER Section 4.01 Construction of Project; Note; Insurance. (a) Successor 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. Successor 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 Successor Redeveloper shall provide and pay for infrastructure installation. Successor Redeveloper shall not be required to make any rooftop improvements contemplated by the original Redeveloper. Successor 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. Successor Redeveloper shall be solely responsible for obtaining all permits and approvals necessary to acquire, construct and equip the Project. Until construction of the Project has been completed, Successor 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 Successor 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 Successor 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 Successor Redeveloper shall be named as additional insureds. Any contractor chosen by the Successor Redeveloper or the Successor 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 Successor Redeveloper shall also carry insurance on all stored materials. The contractor or the Successor 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 Successor Redeveloper has not acquired fee simple title to the Redevelopment Project Area on or before July 1, 2021, this Amended 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. Grand Island Regular Meeting - 5/12/2021 Page 119 / 230 10 (d) The Successor 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 Successor Redeveloper, (i) certifying that a portion of the Project has been substantially completed and (ii) certifying the actual costs incurred by the Successor 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 Amended 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. (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 Successor 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 Successor Redeveloper, if the Successor Redeveloper is the owner of the Note, the Authority shall make a grant to Successor 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 $354,573. (d) Successor 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 Successor 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 Successor Redeveloper that provides support for receipts or payments associated with the division of taxes. Grand Island Regular Meeting - 5/12/2021 Page 120 / 230 11 Section 4.03 No Discrimination. Successor 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. Successor Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Project, Successor 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. Successor Redeveloper will comply with all applicable federal, state and local laws related to the Project. Section 4.04 Assignment or Conveyance. This Amended Redevelopment Contract shall not be assigned by the Successor Redeveloper without the written consent of the Authority. Such consent shall not be unreasonably withheld. Successor Redeveloper agrees that it shall not convey any Lot or any portion thereof or any structures thereon to any person or entity that would be exempt from payment of real estate taxes, and that it will not make application for any structure, or any portion thereof, to be taxed separately from the underlying land of any Lot. Section 4.50 Payment of Authority Costs. Successor Redeveloper shall pay to the Authority the following sums upon execution hereof: a. $1,000 for legal expenses of Authority. ARTICLE V FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES Section 5.01 Financing Successor 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 Successor Redeveloper. Successor 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 Successor Redeveloper. Subject to the further provisions of this Article VI, in the event of any failure to perform or breach of this Amended 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 Grand Island Regular Meeting - 5/12/2021 Page 121 / 230 12 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 Amended 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 Amended 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 Successor Redeveloper hereby acknowledges and agrees that the Authority shall have completed its required performances and satisfied all of its obligations under this Amended Redevelopment Contract upon the issuance of the Indebtedness and the subsequent payment of grant amounts to the Successor Redeveloper as set forth in Article III hereof and by complying with the obligations of all Amended Redevelopment Contract Amendments. Section 6.02 Additional Remedies of Authority In the event that (each such event an "event of default"): (a) the Successor Redeveloper, or its successor in interest, shall fail to commence the construction of the improvements included in the Project Costs on or before July 1, 2021, 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 Successor Redeveloper, shall fail to pay real estate taxes or assessments on the Redevelopment Project Property owned by the Successor Redeveloper or any part thereof when due; and (c) there is a violation of any other provision of this Amended Redevelopment Contract, and such failure or action by the Successor Redeveloper has not been cured within 90 days following written notice from Authority, then the Successor Redeveloper shall be in default of this Amended 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 Successor Redeveloper pursuant to Section 3.04 of this Amended 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 Successor Redeveloper to Authority within 30 days of demand from Authority given to the Successor 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 Successor Redeveloper demanding payment. Grand Island Regular Meeting - 5/12/2021 Page 122 / 230 13 Payment of the Liquidated Damages Amount shall not relieve Successor Redeveloper of its obligation to pay real estate taxes or assessments with respect to the Redevelopment Project Property and the Project. Successor 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 Successor Redeveloper related to Project Costs. Each such bond shall show the Authority and the City as well as the Successor 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 Successor Redeveloper shall provide a penal bond with good and sufficient surety to be approved by the Authority, conditioned that the Successor 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 Successor Redeveloper related to Project Costs) with labor or materials performed or used in the prosecution of the work provided for in such contract, and will indemnify and save harmless the Authority to the extent of any payments in connection with the carrying out of such contracts which the Authority may be required to make under the law. Section 6.03 Remedies in the Event of Other Successor Redeveloper Defaults. In the event the Successor Redeveloper fails to perform any other provisions of this Amended Redevelopment Contract (other than those specific provisions contained in Section 6.02), the Successor Redeveloper shall be in default. In such an instance, the Authority may seek to enforce the terms of this Amended Redevelopment Contract or exercise any other remedies that may be provided in this Amended 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 Amended 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 Amended Redevelopment Contract, neither the Authority nor the Successor 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 Successor 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 Grand Island Regular Meeting - 5/12/2021 Page 123 / 230 14 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 Amended 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 Amended Redevelopment Contract. The sole obligation of the Authority under this Amended Redevelopment Contract shall be the issuance of the Indebtedness and granting of a portion of the proceeds thereof to Successor Redeveloper, and full compliance with the terms specifically set forth Article III hereof and payment of TIF Revenues pledged pursuant to the Resolution. The Successor 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 Successor Redeveloper will indemnify and hold each of the City and Authority and their respective elected officials, directors, officers, appointed officials, attorneys, agents, employees and members of their governing bodies free and harmless from any loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, excluding litigation expenses, attorneys' fees and expenses, or court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about that portion of the Project owned by the Successor Redeveloper, during the term of this Amended Redevelopment Contract or arising out of any action or inaction of Successor Redeveloper, related to activities of the Successor 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 Amended Redevelopment Contract or a notice memorandum of this Amended Redevelopment Contract may be recorded in the office of the Register of Deeds of Hall County, Nebraska. Section 7.02 Governing Law. This Amended Redevelopment Contract shall be governed by the laws of the State of Nebraska, including but not limited to the Act. Grand Island Regular Meeting - 5/12/2021 Page 124 / 230 15 Section 7.03 Binding Effect: Amendment, Assignment. This Amended Redevelopment Contract shall be binding on the parties hereto and their respective successors and assigns. The Amended Redevelopment Contract shall not be amended except by a writing signed by the party to be bound. The Successor 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 Amended Redevelopment Contract. This Agreement is in full force and effect from and after the date of execution hereof by both the Successor Redeveloper and the Authority. Section 7.05 Notices to Parties. Notices to Parties shall be mailed by U. S. Mail to the following addresses: Successor Redeveloper: Azure Investment, LLC 221-223nWest 3rd Street Grand Island, NE 68801 Authority and City: Director Grand Island Community Redevelopment Authority Hall County Regional Planning Department 100 E 1st Street P.O. Box 1968 Grand Island, NE 68802 Section 8.01 Amendment of Redevelopment Contract. This Amended Redevelopment Contract amends and wholly replaces the Redevelopment Contract entered into between Wald 12 Properties, LLC, and the Authority which was assigned and assumed by the Successor Redeveloper. [The remainder of this page is intentionally left blank.] Grand Island Regular Meeting - 5/12/2021 Page 125 / 230 16 IN WITNESS WHEREOF, the Community Redevelopment Authority of the City and Successor Redeveloper have signed this Amended 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 2021, 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 - 5/12/2021 Page 126 / 230 17 Azure Investment, LLC By:______________________ Manager STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day of _____,2021, by __________________________, Manager of Azure Investment, LLC, on behalf of the limited liability company. ________________________ Notary Public Grand Island Regular Meeting - 5/12/2021 Page 127 / 230 18 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 - 5/12/2021 Page 128 / 230 19 EXHIBIT B REDEVELOPMENT PLAN [Attach copy of Redevelopment Plan Amendment] Grand Island Regular Meeting - 5/12/2021 Page 129 / 230 20 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 (AZURE INVESTMENT REDEVELOPMENT PROJECT), SERIES 2021 No. R-1 Up to $354,573 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2035 0.0% REGISTERED OWNER: Azure Investment Group, 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 - 5/12/2021 Page 130 / 230 21 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 __________2021, 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 $354,573. 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 - 5/12/2021 Page 131 / 230 22 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 - 5/12/2021 Page 132 / 230 23 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 - 5/12/2021 Page 133 / 230 24 (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 - 5/12/2021 Page 134 / 230 25 SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA AZURE INVESTMENT REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2021 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By Grand Island Regular Meeting - 5/12/2021 Page 135 / 230 26 Exhibit D Project Costs Redevelopment Project Costs 1. Renovation expenditures $1,704,929 Grand Island Regular Meeting - 5/12/2021 Page 136 / 230 1 ASSIGNMENT AND ASSUMPTION OF REDEVELOPMENT CONTRACT This Assignment and Assumption of Redevelopment Contract ("Agreement") is entered into effective as of the ___ day of ___________, 2021 (the "Effective Date"), by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and Wald 12 Properties, a Nebraska limited liability company ("Original Redeveloper"), and Azure Investment Group, LLC, a Nebraska limited liability company ("Successor Redeveloper") Recitals A.Authority and Original Redeveloper entered into a Redevelopment Contract dated _________________ ("Redevelopment Contract"). Capitalized terms used herein but not defined herein shall have such meanings as are given to such terms in the Redevelopment Contract. B.Original Redeveloper sold the Redevelopment Project real estate to the Successor Redeveloper and desires to assign all the rights and obligations with respect to the Redevelopment Contract to Successor Redeveloper and Successor Redeveloper desires to assume the obligations of the Redevelopment Contract, subject to the Redevelopment Project modifications described herein. C.The terms of the Redevelopment Contract run with the land. D.Pursuant to Section 4.04 of the Redevelopment Contract, consent of the Authority must be obtained prior to the assignment of the Redevelopment Contract. NOW THEREFORE, in consideration of these mutual covenants contained herein and other good and valuable consideration, the parties agree as follows: 1. Assignment. Effective as of the date of this Agreement, Original Redeveloper assigns all of its right, title and interest in and to the Redevelopment Contract to Successor Redeveloper 2. Assumption. Effective as of the date of this Agreement, Successor Redeveloper assumes and agrees to perform all the obligations of Original Redeveloper under the Redevelopment Contract with the exception that there shall be no rooftop redevelopment and the amount of the TIF Indebtedness shall be reduced pursuant to a subsequent redevelopment contract amendment (“Redevelopment Contract Amendment”) between the Successor Redeveloper and the Authority. Successor Redeveloper agrees to assume and to perform and to be bound by all of the obligations and undertakings of Original Redeveloper to the Authority as provided in the Redevelopment Contract as modified by the Redevelopment Contract Amendment. Successor Redeveloper hereby agrees to defend, indemnify, and hold Original Redeveloper harmless from and against any and all damages, claims, costs, and expenses arising out of or related to the Redevelopment Contract. 3. Memorandum of Assignment. If requested by the Authority, Original Redeveloper and Successor Redeveloper agree that they shall enter into a Memorandum of Grand Island Regular Meeting - 5/12/2021 Page 137 / 230 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 - 5/12/2021 Page 138 / 230 Existing Land Use and Subject Property Grand Island Regular Meeting - 5/12/2021 Page 139 / 230 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 - 5/12/2021 Page 140 / 230 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 - 5/12/2021 Page 141 / 230 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 5/12/2021 Page 142 / 230 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 - 5/12/2021 Page 143 / 230 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 - 5/12/2021 Page 144 / 230 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 - 5/12/2021 Page 145 / 230 *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 - 5/12/2021 Page 146 / 230 (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 - 5/12/2021 Page 147 / 230 BACKGROUND INFORMATION RELATIVE TO TAX INCREMENT FINANCING REQUEST Project Redeveloper Information Business Name: Wald 12 Properties LLC Address: 221-223 West 3rd st, Grand Island Ne 68801, Parcel 400005492 Telephone No.: 308-382-8622 Fax No.: Contact: Tom Wald Brief Description of Applicant’s Business: Wald 12 Properties is a real estate development company. Present Ownership Proposed Project Site: Wald 12 Properties LLC Proposed Project: Building square footage, size of property, description of buildings – materials, etc. Please attach site plan, if available. 5,588 s.f. basement, 5,588 s.f. main floor 5,588 s.f. second floor & 5,588 s.f. roof, wood framed/ brick two story mixed use building, known as the Greenburger building. If Property is to be Subdivided, Show Division Planned: Azure Investment Group, LLC 308-380-6363 or 308-240-0918 Brandon Shada or Dana Wright Azure Investment Group, LLC is a real estate development company. Azure Investment Group, LLC Grand Island Regular Meeting - 5/12/2021 Page 148 / 230 VI. Estimated Project Costs: Acquisition Costs: A. Land $ 0 B. Building $ 165,000 Construction Costs: A. Renovation or Building Costs: $1,704,929 B. On-Site Improvements: $ re-platting, demo, asbestos removal, tree removal, etc. Soft Costs: A. Architectural & Engineering Fees: $85,246 B. Financing Fees: $ Closing costs, filing fees C. Legal/Developer/Audit Fees: $ D. Contingency Reserves: $ 85,246 E. Other (Please Specify) $87,517 See attached TOTAL $2,127,939 Total Estimated Market Value at Completion: $ 1,930,101 Source of Financing: A. Developer Equity: $ 165,000 B. Commercial Bank Loan: $ 1,533,366 Tax Credits: 1. N.I.F.A. $ 0 2. Historic Tax Credits $ 0 D. Industrial Revenue Bonds: $ 0 E. Tax Increment Assistance: $ 354,573 F. Other Life Safety Grant $75,000 Azure Investment Group, LLC Grand Island Regular Meeting - 5/12/2021 Page 149 / 230 Name, Address, Phone & Fax Numbers of Architect, Engineer and General Contractor: General Contractor: Amos Anson, FAmos Construction Inc, PO Box 1665 Grand Island, NE 68802 308-390-2455 Structural Engineer: Mike Spilinek, Olsson Associates 201 E. Second Street Grand Island, NE 68801 308-384-8750 Architect: Toby Gay, Gay and Associates, 1470 31st ave. Columbus Ne 68601 Estimated Real Estate Taxes on Project Site Upon Completion of Project: (Please Show Calculations) See attached Project Construction Schedule: Construction Start Date: Q1 2019 Construction Completion Date: Q4 2019 If Phased Project: Year 50 % Complete Year 50% Complete XII. Please Attach Construction Pro Forma XIII. Please Attach Annual Income & Expense Pro Forma (With Appropriate Schedules) TAX INCREMENT FINANCING REQUEST INFORMATION Describe Amount and Purpose for Which Tax Increment Financing is Requested: Wald 12 Properties is asking for $530,004 in TIF. The purpose for the request is to get a loan against the TIF bond for construction. This will allow the project to cash flow and therefore be a success. Brandon Shada, Shada Construction 209 W 3rd Street Grand Island, NE 68801 308-380-6363 Q2 2021 Azure Investment Group is asking for $530,004 in TIF. The purpose for the request is to utilize the TIF bond to offset property taxes for up to 15 years. The bond will NOT be borrowed against for construction costs. Q3 2021 Grand Island Regular Meeting - 5/12/2021 Page 150 / 230 Statement Identifying Financial Gap and Necessity for use of Tax Increment Financing for Proposed Project: Without TIF assistance the project will not cash flow enough to justify the massive investment and therefore will not be a successful business venture. See attached pro forma. Municipal and Corporate References (if applicable). Please identify all other Municipalities, and other Corporations the Applicant has been involved with, or has completed developments in, within the last five (5) years, providing contact person, telephone and fax numbers for each: NA Post Office Box 1968 Grand Island, Nebraska 68802-1968 Phone: 308 385-5240 Fax: 308 385-5423 Email: cnabity@grand-island.com Grand Island Regular Meeting - 5/12/2021 Page 151 / 230 Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 Regular Meeting Item X2 Approval of Life Safety Funds Request for Azure Investment Group LLC for use at 221-223 West 3rd street Staff Contact: Grand Island Regular Meeting - 5/12/2021 Page 152 / 230 Grand Island Regular Meeting - 5/12/2021 Page 153 / 230 Grand Island Regular Meeting - 5/12/2021 Page 154 / 230 Grand Island Regular Meeting - 5/12/2021 Page 155 / 230 Grand Island Regular Meeting - 5/12/2021 Page 156 / 230 Community Redevelopment Authority (CRA) Wednesday, May 12, 2021 Regular Meeting Item X3 Consideration of Approval of Resolution 355 amending the terms of Bonds previously issued for The Orchard housing project in northeast Grand Island Staff Contact: Grand Island Regular Meeting - 5/12/2021 Page 157 / 230 Amended Orchard, LLC Phase 1 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 355___________ A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF UP TO NINE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, TAX INCREMENT DEVELOPMENT REVENUE NOTES OR OTHER OBLIGATION, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,326,956 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 ORCHARD, LLC REDEVELOPMENT PROJECT AREA, SPECIFICALLY INCLUDING SITE PURCHASE, PREPARATION, DEMOLITION, 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; REVOKING RESOLUTION NO. ______; 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 #26 Plan Amendment November 2018 (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 - 5/12/2021 Page 158 / 230 Amended Orchard, LLC Phase 1 -2- portion of the improvements (as defined in the Redevelopment Contract hereinafter identified) in the Redevelopment Area (the “Project Costs”), including, without limitation site 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 up to nine Tax Increment Development Revenue Notes or other obligation in an aggregate principal amount not to exceed $6,326,956 (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 Orchard, LLC Redevelopment Project Tax Increment Development Revenue Note Series A of the Authority, in an aggregate principal amount not to exceed $6,326,956, issued pursuant to this Resolution in up to nine Notes, 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 - 5/12/2021 Page 159 / 230 Amended Orchard, LLC Phase 1 -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 1 and December 1 of each year any Note is outstanding, commencing on the first Payment Date following the Date of Original Issue. “Chairman” means the Chairman of the Authority. “Outstanding” means when used with reference to any Note, as of a particular date, all Notes theretofore authenticated and delivered under this Resolution except: (a) Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation; (b) Notes which are deemed to have been paid in accordance with Section 10.1 hereof; Grand Island Regular Meeting - 5/12/2021 Page 160 / 230 Amended Orchard, LLC Phase 1 -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 Amended Redevelopment Contract Orchard, LLC, Redevelopment Project, dated the date of its execution, between the Authority, and The Orchard, LLC, a Nebraska corporation, 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 #26 November 2018” 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 - 5/12/2021 Page 161 / 230 Amended Orchard, LLC Phase 1 -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 of the Authority, 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 - 5/12/2021 Page 162 / 230 Amended Orchard, LLC Phase 1 -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 up to nine Notes (the “Note” whether one or up to nine) in an aggregate principal amount not to exceed $6,326,956. The Note shall be designated as “Community Redevelopment Authority of the City of Grand Island, Nebraska, Orchard, LLC, Redevelopment Project Tax Increment Development Revenue Note (with a designated Series A through C, as appropriate),” 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, 2043, and shall bear interest at an annual rate of 5.00%. 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 Grand Island Regular Meeting - 5/12/2021 Page 163 / 230 Amended Orchard, LLC Phase 1 -7- constituting the Project. The Note shall be issued as in a series of up to nine Notes with appropriate series designation. (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 in the aggregate exceed $6,326,956. 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 an 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 five 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 Grand Island Regular Meeting - 5/12/2021 Page 164 / 230 Amended Orchard, LLC Phase 1 -8- 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, 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, 2043, (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 Grand Island Regular Meeting - 5/12/2021 Page 165 / 230 Amended Orchard, LLC Phase 1 -9- 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. 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 $30,000,000, 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 Grand Island Regular Meeting - 5/12/2021 Page 166 / 230 Amended Orchard, LLC Phase 1 -10- any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. Section 3.10. 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 Grand Island Regular Meeting - 5/12/2021 Page 167 / 230 Amended Orchard, LLC Phase 1 -11- 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. 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 from time to time pursuant to each Redevelopment Contract Amendment. 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 - 5/12/2021 Page 168 / 230 Amended Orchard, LLC Phase 1 -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 “Orchard, 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, 2043 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 - 5/12/2021 Page 169 / 230 Amended Orchard, LLC Phase 1 -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 - 5/12/2021 Page 170 / 230 Amended Orchard, LLC Phase 1 -14- UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA ORCHARD, LLC, REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES A (and B through I) No. R-1 Up to an aggregate amount of $6,326,956 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2043 5.00% REGISTERED OWNER: The Orchard, 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 1 and December 1 of each year until payment in full of such Grand Island Regular Meeting - 5/12/2021 Page 171 / 230 Amended Orchard, LLC Phase 1 -15- 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 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 ______________, 2021, 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 $6,326,956. 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 #26 November 2018, (Orchard, 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 - 5/12/2021 Page 172 / 230 Amended Orchard, LLC Phase 1 -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 - 5/12/2021 Page 173 / 230 Amended Orchard, LLC Phase 1 -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 - 5/12/2021 Page 174 / 230 Amended Orchard, LLC Phase 1 -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 - 5/12/2021 Page 175 / 230 Amended Orchard, LLC Phase 1 -19- SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA ORCHARD, LLC, REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES A (B and or C) 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 - 5/12/2021 Page 176 / 230 Amended Orchard, LLC Phase 1 -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 be paid to the Nebraska State Treasurer 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 - 5/12/2021 Page 177 / 230 Amended Orchard, LLC Phase 1 -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 - 5/12/2021 Page 178 / 230 Amended Orchard, LLC Phase 1 -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 - 5/12/2021 Page 179 / 230 Amended Orchard, LLC Phase 1 -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 of Nebraska. All suits and actions arising out of this Resolution shall be instituted in a court of competent jurisdiction in the State of Nebraska except Grand Island Regular Meeting - 5/12/2021 Page 180 / 230 Amended Orchard, LLC Phase 1 -24- to the extent necessary for enforcement, by any trustee or receiver appointed by or pursuant to the provisions of this Resolution, or remedies under this Resolution. Section 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. Section 12.12 Revision of prior Resolution in Whole. This Resolution revokes and supplants in whole Resolution _________ passed by the Authority on __________, 2020. PASSED AND ADOPTED: ______________________, 2021. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (SEAL) By: Chairman ATTEST: By: Secretary 4820-4919-5239, v. 1 Grand Island Regular Meeting - 5/12/2021 Page 181 / 230 AMENDED REDEVELOPMENT CONTRACT This Amended Redevelopment Contract is made and entered into as of the ___day of ___________, 2021, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and The Orchard, LLC, a Nebraska limited liability company ("Redeveloper"). 1. The Authority and Redeveloper entered into a Redevelopment Contract dated the 12th day of June, 2019, a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference. 2. The first sentence of the second paragraph of Section 3.02 is amended and restated as follows: “The Authority shall issue three (3) Tax Increment Revenue Bonds for each phase of the Project (for a total of up to nine (9) Tax Increment Revenue Bonds), in one taxable series, in a maximum principal amounts for each phase as follows:” 3. The second sentence of Section 3.04 is amended and restated as follows: “In accordance with the terms of this Redevelopment Contract, the Redeveloper shall receive grants in nine (9) or more advances corresponding to the completion of the Public Improvements for each separate Sub-Phase of the Project to reimburse Redeveloper for Project Costs incurred for such Phase and/or Sub-Phase, in the aggregate maximum amount not to exceed the sums reflected in section 3.02 above.” 4. The Redevelopment Contract is amended by revising the interest rate on Exhibit C to the original Redevelopment Contract. Exhibit C to the original Redevelopment Contract is revised to conform to Exhibit B attached hereto and incorporated herein by this reference. 5. The Redevelopment Contract is amended as and to the extent described herein and the parties affirm the terms and conditions of the Redevelopment Contract as amended hereby. (Signature Page follows) Grand Island Regular Meeting - 5/12/2021 Page 182 / 230 IN WITNESS WHEREOF, Authority and Redeveloper have signed this Amended 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 2021, 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 THE ORCHARD, LLC By:______________________ Manager STATE OF NEBRASKA) ) SS COUNTY OF HALL) The foregoing instrument was acknowledged before me this ______ day of _____, 2021, by _______________________, Manager of The Orchard, LLC, on behalf of the limited liability company. Grand Island Regular Meeting - 5/12/2021 Page 183 / 230 Exhibit A Original Redevelopment Contract Grand Island Regular Meeting - 5/12/2021 Page 184 / 230 Exhibit B Amended Exhibit C to Original Redevelopment Contract EXHIBIT C FORM OF BOND UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA TAX INCREMENT DEVELOPMENT REVENUE BOND (ORCHARD, LLC REDEVELOPMENT PROJECT), SERIES 2021 No. R-1 Up to $6,326,956 for the aggregate total of all phases (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2043* 5.00% REGISTERED OWNER: The Orchard, LLC PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE BOND SET FORTH ON THE FOLLOWING PAGES, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA has caused this Bond to be signed by the manual signature of the Chairman of the Authority, countersigned by the manual signature of the Clerk of the City, 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 - 5/12/2021 Page 185 / 230 By: (manual signature) Clerk * or, if sooner, fifteen years after the last effective date established for a Sub-Phase under the terms of the Redevelopment Contract 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, 202_, by check or draft mailed to the Registered Owner hereof as shown on the bond registration books maintained by the Registrar on the 15th day of the month preceding the month in which the applicable interest payment date occurs, at such Owner’s address as it appears on such bond registration books. The principal of this Bond and the interest hereon are payable in any coin or currency which on the respective dates of payment thereof is legal tender for the payment of debts due the United States of America. This Bond is issued by the Authority under the authority of and in full compliance with the Constitution and statutes of the State of Nebraska, including particularly Article VIII, Section 12 of the Nebraska Constitution, Sections 18-2101 to 18-2153, inclusive, Reissue Revised Statutes of Nebraska, as amended, and under and pursuant to Resolution No. ________ duly passed and adopted by the Authority on _____________, 2021, as from time to time amended and supplemented (the “Resolution”). THE PRINCIPAL AMOUNT OF THIS BOND IS SET FORTH IN SCHEDULE 1 ATTACHED HERETO. THE MAXIMUM PRINCIPAL AMOUNT OF THIS BOND IS $6,326,956.00. This Bond is a special limited obligation of the Authority payable as to principal and interest solely from and is secured solely by the Revenue (as defined in the Resolution) and certain other money, funds and securities pledged under the Resolution, all on the terms and conditions set forth in the Resolution. The Revenue represents that portion of ad valorem taxes levied by public bodies of the State of Nebraska, including the City, on real property in the Project Area (as defined in this Resolution) which is in excess of that portion of such ad valorem taxes produced by the levy at the rate fixed each year by or for each such public body upon the valuation of the Project Area as of a certain date and as has been certified by the County Assessor of Hall County, Nebraska to the City in accordance with law. Reference is hereby made to the Resolution for the provisions, among others, with respect to the collection and disposition of certain tax and other revenues, the special funds charged with and pledged to the payment of the principal of and interest on this Bond, the nature and extent of the security thereby created, the terms and conditions under which this Bond has been issued, the rights and remedies of the Registered Owner of this Bond, and the rights, duties, immunities and obligations of the City and the Authority. By the acceptance of this Bond, the Registered Owner assents to all of the provisions of the Resolution. The principal of and interest hereon shall not be payable from the general funds of the City nor the Grand Island Regular Meeting - 5/12/2021 Page 186 / 230 Authority nor shall this Bond constitute a legal or equitable pledge, charge, lien, security interest or encumbrance upon any of the property or upon any of the income, receipts, or money and securities of the City or the Authority or of any other party other than those specifically pledged under the Resolution. This Bond is not a debt of the City or the Authority within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City or the Authority, and does not impose any general liability upon the City or the Authority and neither the City nor the Authority shall be liable for the payment hereof out of any funds of the City or the Authority other than the Revenues and other funds pledged under the Resolution, which Revenues and other funds have been and hereby are pledged to the punctual payment of the principal of and interest on this Bond in accordance with the provisions of this Resolution. The Registered Owner may from time to time enter the respective amounts advanced pursuant to the terms of the Resolution under the column headed “Principal Amount Advanced” on Schedule 1 hereto (the “Table”) and may enter the aggregate principal amount of this Bond then outstanding under the column headed “Cumulative Outstanding Principal Amount” on the Table. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the Registered Owner pursuant to the redemption provisions of the Resolution, the Registered Owner may enter the principal amount paid on this Bond under the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding principal amount of this Bond under the column headed “Cumulative Outstanding Principal Amount” on the Table. Notwithstanding the foregoing, the records maintained by the Trustee as to the principal amount issued and principal amounts paid on this Bond shall be the official records of the Cumulative Outstanding Principal Amount of this Bond for all purposes. Reference is hereby made to the Resolution, a copy of which is on file in the office of the City Clerk, and to all of the provisions of which each Owner of this Bond by its acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for this Bond; the Revenue and other money and securities pledged to the payment of the principal of and interest on this Bond; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Resolution may be amended or supplemented with or without the consent of the Owner of this Bond; the rights, duties and obligations of the Authority and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Bond, and this Bond thereafter no longer be secured by the Resolution or be deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. This Bond is subject to redemption prior to maturity, at the option of the Authority, in whole or in part at any time at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest on such principal amount to the date fixed for redemption. Reference is hereby made to the Resolution for a description of the redemption procedures and the notice requirements pertaining thereto. In the event this Bond is called for prior redemption, notice of such redemption shall be given by first- class mail to the Registered Owner hereof at its address as shown on the registration books maintained by the Registrar not less than 10 days prior to the date fixed for redemption, unless waived by the Registered Owner hereof. If this Bond, or any portion thereof, shall have been duly called for redemption and notice of such redemption duly given as provided, then upon such redemption date the portion of this Bond so redeemed shall become due and payable and if money for the payment of the portion of the Bond so redeemed and the accrued interest thereon to the date fixed for redemption shall be held for the purpose of such payment by the Registrar, interest shall cease to accrue and become payable hereon from and after the redemption date. This Bond is transferable by the Registered Owner hereof in person or by its attorney or legal representative duly authorized in writing at the principal office of the Registrar, but only in the manner, subject Grand Island Regular Meeting - 5/12/2021 Page 187 / 230 to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Bond. Upon such transfer, a new Bond of the same series and maturity and for the same principal amount will be issued to the transferee in exchange therefor. The Authority and the Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal of and interest due hereon and for all other purposes. This bond is being issued as a registered bond without coupons. This bond is subject to exchange as provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Bond have happened, do exist and have been performed in regular and due time, form and manner; that this Bond does not exceed any constitutional, statutory or charter limitation on indebtedness; and that provision has been made for the payment of the principal of and interest on this Bond as provided in this Resolution. [The remainder of this page intentionally left blank] Grand Island Regular Meeting - 5/12/2021 Page 188 / 230 (FORM OF ASSIGNMENT) ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________________________________________ Print or Type Name, Address and Social Security Number or other Taxpayer Identification Number of Transferee the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints _______________ agent to transfer the within Bond on the bond register kept by the Registrar for the registration thereof, with full power of substitution in the premises. Dated: _______________ ____________________________________ NOTICE: The signature to this Assignment must correspond with the name of the Registered Owner as it appears upon the face of the within bond in every particular. Signature Guaranteed By: ____________________________________ Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad-15 (17 CFR 240.17 Ad-15) By:________________________________ Title:_______________________________ Grand Island Regular Meeting - 5/12/2021 Page 189 / 230 [The remainder of this page intentionally left blank] SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA ORCHARD, LLC REDEVELOPMENT PROJECTAX INCREMENT DEVELOPMENT REVENUE BOND, SERIES 2021 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By 4843-3227-4152, v. 1 Grand Island Regular Meeting - 5/12/2021 Page 190 / 230 Redevelopment Plan Amendment Grand Island CRA Area 26 November 2018 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 26. Executive Summary: Project Description THE REDEVELOPMENT APPROXIMATELY 23 ACRES OF PROPERTY LOCATED BETWEEN CAPITAL AVENUE AND 12TH STREET WEST OF THE CENTRAL NEBRASKA RAIL ROAD TRACKS IN NORTHEAST GRAND ISLAND FOR THE DEVELOPMENT OF 180 LOTS FOR SINGLE FAMILY DETACHED AND ATTACHED HOUSING UNITS. The use of Tax Increment Financing to aid in redevelopment expenses associated with platting and installing the necessary infrastructure (streets, sanitary sewer, water, and storm sewer) for the development of 180 residential lots being platted as The Orchard Subdivision in northeast Grand Island. 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 180 housing units with an average 2019 sale price $170,000. The 2014 Housing Study for the City of Grand Island identified a need of 1735 new housing units within the City by 2019. Between January 2014 and August 2018 at total of 1034 new units were permitted, leaving a deficit of over 700 units. This project and selling the houses for the cost of construction would not be feasible without the use of TIF. Orchard LLC – Hoppe Homes, LP owns the property being platted as The Orchard Subdivision. This is vacant property that has been surrounded by developed and developing property for more than 100 years. 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 multiple 15 year periods 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”) Legal Descriptions: Property being platted as The Orchard Subdivision in the City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 5/12/2021 Page 191 / 230 Existing Land Use and Subject Property Grand Island Regular Meeting - 5/12/2021 Page 192 / 230 The tax increment will be captured for the tax years the payments for which become delinquent in years 2020 through 2043 inclusive. The TIF contract will be structured so it can be amended each year for up to nine years to add the housing units to be completed during that year. No single property will be eligible for TIF for a period of more than 15 years. The real property ad valorem taxes on the current valuation will continue to be paid to the normal taxing entities. The increase will come from development of the property for residential uses and the construction of houses in the project area as permitted in the R-3SL Medium Density Residential Small Lot 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. The plan anticipates that each phase of the development will constitute new effective date for the purposes of determining the period of fifteen years. 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: Grand Island Regular Meeting - 5/12/2021 Page 193 / 230 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 May 22, 2018.[§18-2109] Such declaration was made after a public hearing with full compliance with the public notice requirements of §18-2115 of the Act. 2. Conformation to the General Plan for the Municipality as a whole. [§18-2103 (13) (a) and §18-2110] Grand Island adopted a Comprehensive Plan on July 13, 2004. This redevelopment plan amendment and project are consistent with the Comprehensive Plan, in that no changes in the Comprehensive Plan elements are intended. This plan merely provides funding for the developer to 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 October 3, 2018 and passed Resolution 2019-011 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 prior to it being 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: This Redevelopment Plan for Area 26 provides for real property acquisition and this plan amendment does not prohibit such acquisition. There is no proposed acquisition by the authority. b. Demolition and Removal of Structures: The project to be implemented with this plan does not provide for the demolition and removal any structures on this property. c. Future Land Use Plan See the attached map from the 2004 Grand Island Comprehensive Plan. All of the area around the site in private ownership is planned for low to medium density residential development. 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 - 5/12/2021 Page 194 / 230 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 5/12/2021 Page 195 / 230 d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The area is zoned R-3SL Medium Density Small Lot Residential zone. No zoning changes are anticipated with this project. New streets are anticipated and needed to support this project and it is anticipated that TIF revenues will offset the costs of those improvements. No changes are anticipated in building codes or ordinances. No other planning changes contemplated. [§18-2103(b) and §18-2111] e. Site Coverage and Intensity of Use The property is zoned R-3SL This zoning district allows for up to 50% of the property to be covered with buildings and lot sizes ranging from 2100 square feet for Row houses to a minimum of 3000 square feet for single family detached homes. The proposed development meets those coverage and intensity of use requirements. [§18-2103(b) and §18-2111] f. Additional Public Facilities or Utilities Sanitary sewer and water are available to support this development. Both sanitary sewer and water will need to be extended throughout the site. TIF revenues will be used to offset the cost of these public utility improvements. Electric utilities are sufficient for the proposed use of this property. Electric lines will need to be extended throughout the property. No other publicly owned 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 been vacant for more than 1 year; 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 developer is estimated a purchase value of $2,000,000 as an eligible expense. The estimated costs of grading, streets, sanitary sewer, water and storm sewer is $4,000,000 Grand Island Regular Meeting - 5/12/2021 Page 196 / 230 The total of the eligible expenses for this project is estimated by the developer at $6,000,000. 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 $6,000,000 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 2043. 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. 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 increasing the number of residential units within the City of Grand Island and encouraging infill development. 8. Time Frame for Development Development of this project is anticipated to begin in the 2019 year. The subdivision will likely be built in three phases with approximately 60 lots per phase. The developer is anticipating construction of 20 units per year though this may be adjusted for market Grand Island Regular Meeting - 5/12/2021 Page 197 / 230 demand. It is anticipated that the final homes in this development will be built in 2027 with the tax increment on those homes extending to 2042. Excess valuation should be available for the first homes built with this project for 15 years beginning with the 2021 tax year. 9. Justification of Project The 2014 housing study for the City of Grand Island projected that by 2019 we would need an additional 1734 new housing units. Between January 1 of 2014 and August of 2018 permits for 1028 new housing units had bee issued. The current housing market, a combination of the cost of producing housing and the prevailing wages, has not created a situation that gives the markets sufficient incentive to build the number housing units required to meet community needs. This lack of housing options impacts a variety of other areas within the community including work force development, overcrowding, maintenance of residential units and rents. This project will create new housing options in one of the oldest areas of the City. These new housing options include row houses along with townhomes and single family houses on smaller lots. All of this should lower the cost of construction and the overall sales price of the homes, making them more affordable. 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. (2019), the City of Grand Island has analyzed the costs and benefits of the proposed Redevelopment Project, including: Project Sources and Uses. Approximately $6,000,0000 in public funds from tax increment financing provided by the Grand Island Community Redevelopment Authority will be required to complete the project. This investment by the Authority will leverage $6,000,000 in private sector financing; a private investment of $5.25 for every TIF and grant dollar investment. Use of Funds Source of Funds. Description TIF Funds Private Funds Total Site Acquisition $2,000,000 $ $2,000,000 Legal and Plan* $80,000 $80,000 Financing Fees $20,000 $20,000 Engineering/Arch $50,000 $50,000 New Construction $31,000,000 $31,000,000 On Site Improvements $4,000,000 $4,000,000 Contingency $6,000,000 $350,000 $350,000 TOTALS $6,000,000 $31,500,000 $37,500,00 Grand Island Regular Meeting - 5/12/2021 Page 198 / 230 Tax Revenue. The property to be redeveloped is anticipated to have a January 1, 2019, valuation of approximately $203,000. Based on the 2017 levy this would result in a real property tax of approximately $4,573. It is anticipated that the assessed value will increase by $39,800,000 upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $890,000 annually. The tax increment gained from this Redevelopment Project Area would not be available for use as city general tax revenues, for the period of the bonds, but would be used for eligible private redevelopment costs to enable this project to be realized. Estimated 2019 assessed value: $ 203,000 Estimated value after completion $ 40,000,000 Increment value $ 39,797,000 Annual TIF generated (estimated) $ 890,000 TIF bond issue $ 6,000,000 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $203,000. The proposed redevelopment will create additional valuation of $39,800,000 over the course of the next nine years. The project creates additional valuation that will support taxing entities long after the project is paid off along with providing 181 additional housing units that can be built and sold for less than $200,000. (b) Public infrastructure and community public service needs impacts and local tax impacts arising from the approval of the redevelopment project; Existing water and waste water facilities will not be negatively impacted by this development. The electric utility has sufficient capacity to support the development. This is infill development with services connecting to existing line with capacity. This development is likely to result in a larger number of students in the Lincoln Elementary School service area. Fire and police protection are available and should not be negatively impacted by this development though there will be some increased need for officers and fire fighters as the City continues to grow whether from this project or others. Housing of the type proposed is likely to attract families to the neighborhood. Lincoln Elementary school is currently near or at capacity and this will likely cause some issues. The project is proposed for development at about 20 units per year so the impact will not be immediate. (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 Grand Island Regular Meeting - 5/12/2021 Page 199 / 230 equivalent of 2.5 full time equivalent jobs so this development at 20 houses per year would represent an additional 50 FTE’s within the city for the next nine 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 different from any other expanding business within the Grand Island area. Grand Island does have tight labor market and part of that is due to the availability and cost of housing. This development may help alleviate some of those pressures. (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. 181 additional households would house 480 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 92 school age children generated by this development. If this develops at a rate of 20 houses per year for 9 years approximately 10 children would be added to the school age population every year with this development. These 10 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 October 16, 2018 that the CRA would be considering this application at their November 14, 2018 meeting. (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 Spring of 2019 and the end of 2028. The base tax year should be calculated on the value of the 1 https://nces.ed.gov/ccd/districtsearch/district_detail.asp?ID2=3100016 Grand Island Regular Meeting - 5/12/2021 Page 200 / 230 property as of January 1, 2019 for the first phase with each phase based on the preceeding year’s valuation of the property included in the amendment for that year. Excess valuation should be available for this project 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 on each property or an amount not to exceed $6,000,000 the projected amount of increment based upon the anticipated value of the project and current tax rate. Based on the estimates of the expenses of the rehabilitation the developer will spend at least $6,000,000 on TIF eligible activities. 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