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11-10-2021 Community Redevelopment Authority Regular Meeting Packet Community Redevelopment Authority (CRA) Wednesday, November 10, 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 - 11/10/2021 Page 1 / 177 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 - 11/10/2021 Page 2 / 177 Community Redevelopment Authority (CRA) Wednesday, November 10, 2021 Regular Meeting Item A1 Agenda Staff Contact: Grand Island Regular Meeting - 11/10/2021 Page 3 / 177 AGENDA Wednesday, November 10, 2021 4 p.m. Grand Island City Hall Open Meetings Notifications 1.Call to Order This is a public meeting subject to the open meetings laws of the State of Nebraska. The requirements for an open meeting are posted on the wall in this room and anyone that wants to find out what those are is welcome to read through them. The CRA may vote to go into Closed Session on any Agenda Item as allowed by State Law. 2.Approval of Minutes of October 23, 2021, Meeting. 3.Review of Financials. 4.Approval of Bills. 5.Review of Committed Projects and CRA Properties. 6.Consideration of Approval of Sale property for right of way along Broadwell Avenue by True North Church to the State of Nebraska/City of Grand Island. 7.Approval of Redevelopment Contract for CRA Area # 33-Legacy 34- Innate Development 2 LLC. a.Consideration of Resolution 369- Bond Resolution for Legacy 34 2022 project on property proposed for platting as Legacy 34 Subdivision west of Prairieview Street and north of Husker Highway – Innate Development 2 LLC 8.Redevelopment Plan Amendment CRA Area 1- Bartenbach Building-118 W. 2nd Street a.Consideration of Resolution 370- Forward a Redevelopment Plan Amendment to the Hall County Regional Planning Commission for 118 W. 2nd Street, W 1/3 of Lot Six and all of Lot Five of Block Sixty Six Grand Island Original Town – Artisan’s Alley LLC. b.Consideration of Resolution 371 - Resolution of Intent to enter into a Site Specific Redevelopment Contract and Approval of related actions 30-day notice Grand Island Regular Meeting - 11/10/2021 Page 4 / 177 to city council for 118 W. 2nd Street, W 1/3 of Lot Six and all of Lot Five of Block Sixty Six Grand Island Original Town – Artisan’s Alley LLC 9.Redevelopment Plan Amendment CRA Area 6- Mesner-620 W. State Street a.Consideration of Resolution 372- Forward a Redevelopment Plan Amendment to the Hall County Regional Planning Commission for 620 W. State Street, Lot Two of Skag-Way Fourth Subdivision, Lots One and Two Nattrass Subdivision and Lot 9 Home Subdivision – Mesner Development Company b.Consideration of Resolution 373 - Resolution of Intent to enter into a Site Specific Redevelopment Contract and Approval of related actions 30-day notice to city council for 620 W. State Street, Lot Two of Skag-Way Fourth Subdivision, Lots One and Two Nattrass Subdivision and Lot 9 Home Subdivision – Mesner Development Company 10.Director’s Report a.Façade Improvement Grant Scoring Rubric b.Veteran’s Home Property 11.Adjournment Next Meeting December 2, 2021 Grand Island Regular Meeting - 11/10/2021 Page 5 / 177 COMMUNITY REDEVELOPMENT AUTHORITY AGENDA MEMORANDUM 4 p.m. Wednesday, November 10, 2021 2. APPROVAL OF MINUTES. The minutes of the Community Redevelopment Authority meeting October 25, 2021 are submitted for approval. A MOTION is in order. 3. APPROVAL OF FINANCIAL REPORTS. Financial reports for October 1, 2021 to October 31, 2021. 4. APPROVAL OF BILLS. Payment of bills in the amount of $279,477.50. 5. REVIEW OF COMMITTED PROJECTS AND CRA PROPERTIES. 6. CONSIDERATION OF APPROVAL OF SALE PROPERTY FOR RIGHT OF WAY ALONG BROADWELL AVENUE BY TRUE NORTH CHURCH TO THE STATE OF NEBRASKA/CITY OF GRAND ISLAND. In 2011 when Grand Island Christian School tore down the old gym on the school at Five Points the CRA granted funds to them for that project. The CRA also filed a lien on the property for the $129,000 that was subject to forgiveness on November 1, 2021, 10 years after payment of the grant. The school and subsequent owner as approved by the CRA, True North Church, have met the terms of the agreement. In August of 2021 the Church received a payment of $15,550 for 2,826 square feet of property along the right of way for Broadwell Avenue as the State of Nebraska and City of Grand Island prepare for planned improvements to the five points intersection. These funds could be subject to claims by the CRA based on the 2011 lien. Action by the CRA to forgive any repayment of funds paid for needed right of way would resolve any unsettled questions on this matter. If the church had forced this to an eminent domain action instead of cooperating the funds would not have been available to the CRA and the public will benefit from the proposed changes to the street configuration. 7. REDEVELOPMENT PLAN CONTRACT FOR CRA AREA #33 –LEGACY 34 2022 The Grand Island City Council will consider approval of a redevelopment plan for CRA Area No. 33 for property locate west of Prairieview Street and north of Husker Highway at their meeting on November 9, 2021. If the plan is approved the CRA can consider approval of the contract and bond resolution .The request calls for redevelopment of this property for mixed use commercial and residential purposes beginning with 90 units of apartments in the Legacy 34 2022 phase. The plan requests $14,430,226 in tax increment financing along with associated interest on the TIF bonds. The CRA may approve the contract and bond resolution. A MOTION to approve Resolution 369 is in order. Grand Island Regular Meeting - 11/10/2021 Page 6 / 177 8. REDEVELOPMENT PLAN FOR CRA AREA #1 – BARTENBACH BUILDING – ARTISAN’S ALLEY LLC Concerning a redevelopment plan for CRA Area No. 1 for redevelopment of the Bartenbach Building at 118 W. 2nds Street. The request calls for redevelopment of this property for commercial and residential purposes with 10 apartments, office and retail space. The plan requests $292,507 in tax increment financing along with associated interest on the TIF bonds. The CRA may forward the plan to the Regional Planning Commission for review and give 30-day notice to the Grand Island City Council of a potential development contract. A MOTION to approve Resolution 370 (forward to Regional Planning Commission) and Resolution 371 (30-day intent notice to city council) is in order. 9. REDEVELOPMENT PLAN FOR CRA AREA #6 –MESNER DEVELOPMENT COMPANY, TRINITY HEIGHTS Concerning a general redevelopment plan for CRA Area No. 6 property located north of State Street and west of Wheeler Avenue proposed for development as Trinity Heights Subdivision. The request calls for redevelopment of this property for residential purposes. The plan requests $1,767,409 in tax increment financing along with associated interest on the TIF bonds. The CRA may forward the plan to the Regional Planning Commission for review and give 30-day notice to the Grand Island City Council of a potential development contract. A MOTION to approve Resolution 372 (forward to Regional Planning Commission) and Resolution 373 (30-day intent notice to city council) is in order. 10. DIRECTOR’S REPORT. a. Façade Improvement Rubric Attached you will find a first draft of a scoring rubric for façade improvement applications as we plan for the next fiscal year. Any comments on the rubric would be appreciated. b. Veteran’s Home Property and Veteran’s Legacy South 11. ADJOURNMENT Chad Nabity Director Grand Island Regular Meeting - 11/10/2021 Page 7 / 177 Community Redevelopment Authority (CRA) Wednesday, November 10, 2021 Regular Meeting Item B1 Minutes October 25, 2021 Staff Contact: Grand Island Regular Meeting - 11/10/2021 Page 8 / 177 OFFICIAL PROCEEDINGS MINUTES OF COMMUNITY REDEVELOPMENT AUTHORITY MEETING OF October 25, 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 October 25, 2021 at City Hall, 100 E. First Street. Notice of the meeting was given in the October 18, 2021 Grand Island Independent. 1.CALL TO ORDER. Chairman Gdowski called the meeting to order at 9:00 a.m. The following members were present: Tom Gdowski, Bart Qualsett and Jim Truell. Also present were: Director Chad Nabity and Planning Administrative Assistant Norma Hernandez. 2.APPROVAL OF MINUTES. A motion for approval of the Minutes for the October 13, 2021 was made by Truell and second by Dutoit. Upon roll call vote, all present voted aye. Motion carried 4-0 3.Approval of Redevelopment Contract for CRA Area #5-Procon Flex Industrial. a. Consideration of Resolution 366 – Bond Resolution for Procon Flex Industrial project on Lots 1 through 6 of Sunny Side Third Subdivision – Procon Properties LLC A motion was made by Truell and second by Dutoit to approve Resolution 366. Upon roll call vote, 3 voted aye and 1 abstain (Qualsett). Motion carried 3-1. 4.Façade Application – 321 E. 4th Street - $43,810 A motion was made by Qualsett and second by Dutoit to approve façade application 321 E. 4th Street for $43,810. Upon roll call vote, 3 voted aye and 1 abstain (Truell). Motion carried 3-1. 5.Façade Application – 313 W. 2nd Street - $59,783 A motion was made by Dutoit and second by Qualsett to approve façade application 313 W. 2nd Street for the amount of $59,783. Upon roll call vote, 3 voted aye, 1 abstain (Gdowski). Motion carried 3-1. 6.Façade Application – 223 W. 3rd Street - $88,000 A motion was made by Truell and second by Dutoit to approve façade application 223 W. 3rd Street - $88,000. Upon roll call vote, 3 voted aye, 1 abstain (Gdowski). Motion carried 3-1. Grand Island Regular Meeting - 11/10/2021 Page 9 / 177 7.Façade Application – 213 W. 3rd Street - $49,000 A motion was made by Truell and second Dutoit to approve façade application 213 W. 3rd Street - $88,000. Upon roll call vote, 3 voted aye, 1 abstain (Qualsett) 8.Director’s Report Nabity proposed adding a rubric scoring system for facade applications. December meeting will be on Thursday, December 2nd at 4:00 p.m. Next meeting November 10, 2021 at 4 p.m. Respectfully Submitted, Norma Hernandez Grand Island Regular Meeting - 11/10/2021 Page 10 / 177 Community Redevelopment Authority (CRA) Wednesday, November 10, 2021 Regular Meeting Item C1 Financial Report Staff Contact: Grand Island Regular Meeting - 11/10/2021 Page 11 / 177 MONTH ENDED 2021-2022 2022 REMAINING % OF BUDGET October-21 YEAR TO DATE BUDGET BALANCE USED CONSOLIDATED Beginning Cash 755,002 548,785 REVENUE: Property Taxes - CRA 18,985 18,985 524,191 505,206 3.62% Property Taxes - Lincoln Pool - - 196,818 196,818 0.00% Property Taxes -TIF's 4,460 4,460 5,400,000 5,396,903 0.08% Loan Income (Poplar Street Water Line) - - 20,000 20,000 0.00% Interest Income - CRA 357 357 10,000 9,643 3.57% Interest Income - TIF'S - - - - Land Sales - - - - #DIV/0! Other Revenue - CRA 322 322 200,000 199,678 0.16% Other Revenue - TIF's - - - - TOTAL REVENUE 24,124 24,124 6,351,009 6,328,248 0.38% TOTAL RESOURCES 779,125 24,124 6,899,794 6,328,248 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 4,122 4,122 75,000 70,878 5.50% Printing & Binding - - 1,000 1,000 0.00% Other Professional Services - - 16,000 16,000 0.00% General Liability Insurance - - 250 250 0.00% Postage - - 250 250 0.00% Legal Notices - - 500 500 0.00% Travel & Training - - 4,000 4,000 0.00% Other Expenditures - - - - Office Supplies - - 1,000 1,000 0.00% Supplies - - 300 300 0.00% Land - - 30,000 30,000 Bond Principal - Lincoln Pool - - 190,000 190,000 0.00% Bond Interest - - 6,818 6,818 0.00% Fiscal Agent Fees/Bond Costs - - - - Husker Harvest Days 200,000 200,000 200,000 - 100.00% Façade Improvement - - 250,000 250,000 0.00% Building Improvement 50,000 50,000 500,000 450,000 10.00% Other Projects - - 200,000 200,000 0.00% Bond Principal-TIF's - - 5,400,000 5,400,000 0.00% Bond Interest-TIF's - - - - Interest Expense - - - - TOTAL EXPENSES 254,122 254,122 6,886,118 6,631,996 3.69% INCREASE(DECREASE) IN CASH (229,998) (229,998) (535,109) ENDING CASH 525,003 (229,998) 13,677 - CRA CASH 371,299 Lincoln Pool Tax Income Balance 148,668 TIF CASH 5,037 Total Cash 525,003 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2021 Grand Island Regular Meeting - 11/10/2021 Page 12 / 177 MONTH ENDED 2021-2022 2022 REMAINING % OF BUDGET October-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2021 GENERAL OPERATIONS: Property Taxes - CRA 18,985 18,985 524,191 505,206 3.62% Property Taxes - Lincoln Pool - 196,818 196,818 0.00% Interest Income 357 357 10,000 9,643 3.57% Loan Income (Poplar Street Water Line) - 20,000 20,000 0.00% Land Sales - - #DIV/0! Other Revenue & Motor Vehicle Tax 322 322 200,000 199,678 0.16% TOTAL 19,664 19,664 951,009 931,345 2.07% GIRARD VET CLINIC Property Taxes - - TOTAL - - - - GEDDES ST APTS-PROCON Property Taxes - - TOTAL - - - - SOUTHEAST CROSSING Property Taxes - - TOTAL - - - - POPLAR STREET WATER Property Taxes 1,076 1,076 - TOTAL 1,076 1,076 - - CASEY'S @ FIVE POINTS Property Taxes - - TOTAL - - - - SOUTH POINTE HOTEL PROJECT Property Taxes - - TOTAL - - - - TOKEN PROPERTIES RUBY Property Taxes - - TOTAL - - - - GORDMAN GRAND ISLAND Property Taxes - - TOTAL - - - - BAKER DEVELOPMENT INC Property Taxes - - TOTAL - - - - STRATFORD PLAZA INC Property Taxes - - TOTAL - - - - COPPER CREEK 2013 HOUSES Property Taxes - - TOTAL - - - - Grand Island Regular Meeting - 11/10/2021 Page 13 / 177 MONTH ENDED 2021-2022 2022 REMAINING % OF BUDGET October-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2021 FUTURE TIF'S Property Taxes - 5,400,000 5,400,000 TOTAL - - 5,400,000 5,400,000 CHIEF INDUSTRIES AURORA COOP Property Taxes - - TOTAL - - - - TOKEN PROPERTIES KIMBALL ST Property Taxes - - TOTAL - - - - GI HABITAT OF HUMANITY Property Taxes - - TOTAL - - - - AUTO ONE INC Property Taxes - - TOTAL - - - - EIG GRAND ISLAND Property Taxes - - TOTAL - - - - TOKEN PROPERTIES CARY ST Property Taxes - - TOTAL - - - - WENN HOUSING PROJECT Property Taxes - - TOTAL - - - - COPPER CREEK 2014 HOUSES Property Taxes 2,435 2,435 (2,435) TOTAL 2,435 2,435 - (2,435) TC ENCK BUILDERS Property Taxes - - TOTAL - - - - SUPER MARKET DEVELOPERS Property Taxes - - TOTAL - - - - MAINSTAY SUITES Property Taxes - - TOTAL - - - - TOWER 217 Property Taxes - - TOTAL - - - - COPPER CREEK 2015 HOUSES Property Taxes 662 662 - (662) TOTAL 662 662 - (662) Grand Island Regular Meeting - 11/10/2021 Page 14 / 177 MONTH ENDED 2021-2022 2022 REMAINING % OF BUDGET October-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2021 NORTHWEST COMMONS Property Taxes - - - TOTAL - - - - HABITAT - 8TH & SUPERIOR Property Taxes - - TOTAL - - - - KAUFMAN BUILDING Property Taxes - - TOTAL - - - - TALON APARTMENTS Property Taxes - - TOTAL - - - - VICTORY PLACE Property Taxes - - TOTAL - - - - THINK SMART Property Taxes - - TOTAL - - - - BOSSELMAN HQ Property Taxes - - TOTAL - - - - TALON APARTMENTS 2017 Property Taxes - - TOTAL - - - - WEINRICH DEVELOPMENT Property Taxes - - TOTAL - - - - WING WILLIAMSONS Property Taxes - - TOTAL - - - - HATCHERY HOLDINGS Property Taxes - - TOTAL - - - - FEDERATION LABOR TEMPLE Property Taxes - - TOTAL - - - - MIDDLETON PROPERTIES II Property Taxes - - TOTAL - - - - COPPER CREEK 2016 HOUSES Property Taxes - - TOTAL - - - - Grand Island Regular Meeting - 11/10/2021 Page 15 / 177 MONTH ENDED 2021-2022 2022 REMAINING % OF BUDGET October-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2021 MENDEZ ENTERPRISES LLC PHASE 1 Property Taxes - - TOTAL - - - - EAST PARK ON STUHR Property Taxes - - TOTAL - - - - TAKE FLIGHT INVESTMENTS Property Taxes - - TOTAL - - - - PRATARIA VENTURES HOSPITAL Property Taxes - - TOTAL - - - - AMMUNITION PLANT Property Taxes - - TOTAL - - - - URBAN ISLAND LLC Property Taxes - - TOTAL - - - - PEACEFUL ROOT Property Taxes - - TOTAL - - - - TALON 2019 LOOKBACK Property Taxes - - TOTAL - - - - COPPER CREEK PH2 2019 LOOKBACK Property Taxes 287 287 (287) TOTAL 287 287 - (287) GRAND ISLAND HOTEL Property Taxes - - TOTAL - - - - PARAMOUNT OLD SEARS Property Taxes - - TOTAL - - - - CENTRAL NE TRUCK WASH Property Taxes - - TOTAL - - - - TOTAL REVENUE 24,124 24,124 6,351,009 6,328,248 0.38% - - Grand Island Regular Meeting - 11/10/2021 Page 16 / 177 MONTH ENDED 2021-2022 2022 REMAINING % OF BUDGET October-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 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 4,122 4,122 75,000 70,878 5.50% Printing & Binding - 1,000 1,000 0.00% Other Professional Services - 16,000 16,000 0.00% General Liability Insurance - 250 250 0.00% Postage - 250 250 0.00% Legal Notices - 500 500 0.00% Travel & Training - 4,000 4,000 0.00% Other Expenditures - - Office Supplies - 1,000 1,000 0.00% Supplies - 300 300 0.00% Land - 30,000 30,000 0.00% Bond Principal - Lincoln Pool - 190,000 190,000 0.00% Bond Interest - Lincoln Pool - 6,818 6,818 0.00% Fiscal Agent Fees/Bond Costs - - #DIV/0! PROJECTS Husker Harvest Days 200,000 200,000 200,000 - 100.00% Façade Improvement - 250,000 250,000 0.00% Building Improvement 50,000 50,000 500,000 450,000 0.00% Other Projects - 200,000 200,000 0.00% TOTAL CRA EXPENSES 254,122 254,122 1,486,118 1,231,996 17.10% GIRARD VET CLINIC Bond Principal - - - TOTAL - - - - GEDDES ST APTS - PROCON Bond Principal - - - TOTAL - - - - SOUTHEAST CROSSINGS Bond Principal - - - TOTAL - - - - POPLAR STREET WATER Bond Principal - - - TOTAL - - - - CASEY'S @ FIVE POINTS Bond Principal - - - TOTAL - - - - SOUTH POINTE HOTEL PROJECT Bond Principal - - - TOTAL - - - - Grand Island Regular Meeting - 11/10/2021 Page 17 / 177 MONTH ENDED 2021-2022 2022 REMAINING % OF BUDGET October-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2021 TOKEN PROPERTIES RUBY Bond Principal - - - TOTAL - - - - GORDMAN GRAND ISLAND Bond Principal - - - TOTAL - - - - BAKER DEVELOPMENT INC Bond Principal - - - TOTAL - - - - STRATFORD PLAZA LLC Bond Principal - - - TOTAL - - - - COPPER CREEK 2013 HOUSES Bond Principal - - - TOTAL - - - - CHIEF INDUSTRIES AURORA COOP Bond Principal - - - TOTAL - - - - TOKEN PROPERTIES KIMBALL STREET Bond Principal - - - TOTAL - - - - GI HABITAT FOR HUMANITY Bond Principal - - - TOTAL - - - - AUTO ONE INC Bond Principal - - - TOTAL - - - - EIG GRAND ISLAND Bond Principal - - - TOTAL - - - - TOKEN PROPERTIES CARY STREET Bond Principal - - - TOTAL - - - - WENN HOUSING PROJECT Bond Principal - - - TOTAL - - - - COPPER CREEK 2014 HOUSES Bond Principal - - - TOTAL - - - - TC ENCK BUILDERS Bond Principal - - - TOTAL - - - - Grand Island Regular Meeting - 11/10/2021 Page 18 / 177 MONTH ENDED 2021-2022 2022 REMAINING % OF BUDGET October-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2021 SUPER MARKET DEVELOPERS Bond Principal - - - TOTAL - - - - MAINSTAY SUITES Bond Principal - - - TOTAL - - - - TOWER 217 Bond Principal - - - TOTAL - - - - COPPER CREEK 2015 HOUSES Bond Principal - - - TOTAL - - - NORTHWEST COMMONS Bond Principal - - - TOTAL - - - HABITAT - 8TH & SUPERIOR Bond Principal - - - TOTAL - - - KAUFMAN BUILDING Bond Principal - - - TOTAL - - - TALON APARTMENTS Bond Principal - - - TOTAL - - - VICTORY PLACE Bond Principal - - - TOTAL - - - FUTURE TIF'S Bond Principal - 5,400,000 5,400,000 TOTAL - - 5,400,000 5,400,000 THINK SMART Bond Principal - - - TOTAL - - - BOSSELMAN HQ Bond Principal - - - TOTAL - - - TALON APARTMENTS 2017 Bond Principal - - - TOTAL - - - Grand Island Regular Meeting - 11/10/2021 Page 19 / 177 MONTH ENDED 2021-2022 2022 REMAINING % OF BUDGET October-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2021 WEINRICH DEVELOPMENT Bond Principal - - - TOTAL - - - WING WILLIAMSONS Bond Principal - - - TOTAL - - - HATCHERY HOLDINGS Bond Principal - - - TOTAL - - - FEDERATION LABOR TEMPLE Bond Principal - - - TOTAL - - - MIDDLETON PROPERTIES II Bond Principal - - - TOTAL - - - COPPER CREEK 2016 HOUSES Bond Principal - - - TOTAL - - - EAST PARK ON STUHR Bond Principal - - - TOTAL - - - TAKE FLIGHT INVESTMENTS Bond Principal - - - TOTAL - - - PRATARIA VENTURES HOSPITAL Bond Principal - - - TOTAL - - - AMMUNITION PLANT Bond Principal - - - TOTAL - - - URBAN ISLAND LLC Bond Principal - - - TOTAL - - - PEACEFUL ROOT Bond Principal - - - TOTAL - - - TALON 2019 LOOKBACK Bond Principal - - - TOTAL - - - COPPER CREEK PH2 2019 LOOKBACK Bond Principal - - - TOTAL - - - Grand Island Regular Meeting - 11/10/2021 Page 20 / 177 MONTH ENDED 2021-2022 2022 REMAINING % OF BUDGET October-21 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2021 GRAND ISLAND HOTEL Bond Principal - - - TOTAL - - - PARAMOUNT OLD SEARS Bond Principal - - - TOTAL - - - CENTRAL NE TRUCK WASH Bond Principal - - - TOTAL - - - TOTAL EXPENSES 254,122 254,122 6,886,118 6,631,996 3.69% Grand Island Regular Meeting - 11/10/2021 Page 21 / 177 11/05/2021 15:35 |CITY OF GRAND ISLAND |P 1 briansc |BALANCE SHEET FOR 2022 1 |glbalsht NET CHANGE ACCOUNT FUND: 900 COMMUNITY REDEVELOPMENT AUTHOR FOR PERIOD BALANCE__________________________________________________________________________________________________________ ASSETS 900 11110 OPERATING CASH -229,998.22 525,003.38 900 11120 COUNTY TREASURER CASH .00 333,937.88 900 11305 PROPERTY TAXES RECEIVABLE .00 196,300.28 900 11500 INTEREST RECEIVABLE .00 1.04 900 14100 NOTES RECEIVABLE .00 31,920.48 900 14700 LAND .00 490,485.75_______________________________________ TOTAL ASSETS -229,998.22 1,577,648.81_______________________________________ LIABILITIES 900 22400 OTHER LONG TERM DEBT .00 -570,000.00 900 22900 ACCRUED INTEREST PAYABLE .00 -3,691.04 900 25101 ACTIVE CARD INTEGRATION PAYABL .00 510.00_______________________________________ TOTAL LIABILITIES .00 -573,181.04_______________________________________ FUND BALANCE 900 39110 INVESTMENT IN FIXED ASSETS .00 -490,485.75 900 39112 FUND BALANCE-BONDS .00 909,959.52 900 39120 UNRESTRICTED FUND BALANCE .00 -1,653,939.76 900 39500 REVENUE CONTROL -24,123.64 -24,123.64 900 39600 EXPENDITURE CONTROL 254,121.86 254,121.86_______________________________________ TOTAL FUND BALANCE 229,998.22 -1,004,467.77_______________________________________ TOTAL LIABILITIES + FUND BALANCE 229,998.22 -1,577,648.81======================================= ** END OF REPORT - Generated by Brian Schultz ** Grand Island Regular Meeting - 11/10/2021 Page 22 / 177 Community Redevelopment Authority (CRA) Wednesday, November 10, 2021 Regular Meeting Item D1 CRA November 2021 Bills Staff Contact: Grand Island Regular Meeting - 11/10/2021 Page 23 / 177 Grand Island Regular Meeting - 11/10/2021 Page 24 / 177 Community Redevelopment Authority (CRA) Wednesday, November 10, 2021 Regular Meeting Item E1 Review of Committed Projects and CRA Properties Staff Contact: Grand Island Regular Meeting - 11/10/2021 Page 25 / 177 COMMITTED PROJECTS REMAINING GRANT AMOUNT 2022 FISCAL YR 2023 FISCAL YR 2024 FISCAL YR ESTIMATED COMP Danny Oberg - 321 E 4th St (10/25/21) $ 43,810.00 $ 43,810.00 Summer 2022 Brandon Flodman - 313 W 2nd St $ 59,783.00 $ 59,783.00 Summer 2022 Azure Investment - 223 W 3rd St (10/25/21) $ 88,000.00 $ 88,000.00 Summer 2022 Take Flight - 213 W 3rd St (10/25/21) $ 49,000.00 $ 49,000.00 Summer 2022 Dave Parmely - 208 N Locust St (10/13/21) $ 13,920.00 $ 13,920.00 Summer 2022 Total Committed $ 254,513.00 $ 254,513.00 $ - $ - 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) $ 260,000.00 $ 260,000.00 Fall 2022 Azure Investment Group (5-12-21) $ 70,000.00 $ 70,000.00 Spring 2022 Rawr Holdings 110 W 2nd (12/12/18) $ 35,000.00 $ 35,000.00 Fall 2022 Total Committed F&L Safety Grant $ 365,000.00 $ 365,000.00 $ - $ - BUDGET 2022 2022 LEFT Façade Budgeted 2022 $ 250,000.00 $ 250,000.00 $ - Other Projects Budgeted 2022 $ 200,000.00 $ 4,513.00 $ 195,487.00 Land - Budgeted 2022 $ 30,000.00 $ - $ 30,000.00 Land Sales Budgeted 2022 $ - $ - $ - subtotal $ 254,513.00 $ 225,487.00 Balance $ 254,513.00 $ 225,487.00 BUDGET PAID LEFT Building Improvements * $ 500,000.00 $ 50,000.00 $ 450,000.00 *Includes Life Safety, Façade, Other grants made in previous fiscal years CRA PROPERTIES Address Purchase Price Purchase Date Demo Cost Status 3235 S Locust (Desert Rose) $450,000 4/2/2010 $39,764 Surplus October 31, 2021 Grand Island Regular Meeting - 11/10/2021 Page 26 / 177 Community Redevelopment Authority (CRA) Wednesday, November 10, 2021 Regular Meeting Item I1 Redevelopment Contract for CRA Area # 33-Legacy 34- Innate Development 2 LLC. Staff Contact: Grand Island Regular Meeting - 11/10/2021 Page 27 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 1 MASTER REDEVELOPMENT CONTRACT This Redevelopment Contract is made and entered into as of the 10th day of November, 2021, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and Innate Development 2, LLC, a Nebraska limited liability company ("Redeveloper"). WITNESSETH: WHEREAS, the City of Grand Island, Nebraska (the "City'), in furtherance of the purposes and pursuant to the provisions of Section 12 of Article VIII of the Nebraska Constitution and Sections 18-2101 to 18-2155, 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 entitled “Redevelopment Plan Amendment, Grand Island CRA Area 33, August 2021”, including the Site Specific Legacy 34 2022 redevelopment plan amendment (the “Redevelopment Plan”); WHEREAS, Authority and Redeveloper desire to enter into this Redevelopment Contract in order to implement the Redevelopment Plan and provide for the redevelopment of lots and lands located in a blighted and substandard area by the installation of required infrastructure and the construction of houses; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, Authority and Redeveloper do hereby covenant, agree and bind themselves as follows: ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Terms Defined in this Redevelopment Contract. Unless the context otherwise requires, the following terms shall have the following meanings for all purposes of this Redevelopment Contract, such definitions to be equally applicable to both the singular and plural forms and masculine, feminine and neuter gender of any of the terms defined: Grand Island Regular Meeting - 11/10/2021 Page 28 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 2 "Act" means Section 12 of Article VIII of the Nebraska Constitution, Sections 18-2101 through 18-2155, 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 bonds, 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 (Innate Development 2, LLC Development Project), Series 2021, to be issued in an amount not to exceed $14,430,226.00 in substantially the form set forth on Exhibit C and the various Redevelopment Contract Amendments, and purchased by the Redeveloper as set forth in Section 3.04 of this Redevelopment Contract. "Liquidated Damages Amount' means the amounts to be repaid to Authority by Redeveloper pursuant to Section 6.02 of this Redevelopment Contract. "Lot" or "Lots" shall mean the separately platted and subdivided lots within the Redevelopment Project Area as described Exhibit A attached hereto as platted and subdivided from time to time. "Project" means the improvements to the Redevelopment Project Area, as further described in Exhibit B related to the Legacy 34 2022 Site Specific redevelopment plan, being an element of the Redevelopment Plan attached hereto and incorporated herein by reference and, as used herein, shall include the Redevelopment Project Property and additions and improvements thereto. The Project shall include improvements related to Project Infrastructure Costs and site preparation costs, all as described in Section 3.04 of this Redevelopment Contract. "Project Cost Certification" means a statement prepared and signed by the Redeveloper (and, if required by the Authority, certified by a qualified consulting engineer or accountant) verifying the Redeveloper has been legally obligated for the payment of Project Costs identified on Exhibit D. "Project Costs" means only costs or expenses incurred by Redeveloper for the purposes set forth in §l8-2103(28)(a) through (g), inclusive, including the providing for such costs by the exercise of the powers set forth in §18-2107 of the Act, all as identified on Exhibit D. Grand Island Regular Meeting - 11/10/2021 Page 29 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 3 "Redeveloper" means Innate Development 2, 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 platting or re-platting requested by the Redeveloper and approved by the City. "Redevelopment Project Property" means that part of the Redevelopment Project Area which is the site for the improvements constituting the Project, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference. "Redevelopment Contract" means this redevelopment contract between the Authority and Redeveloper with respect to the Project, as the same may be amended from time to time, including, without limitation, by Redevelopment Contract Amendments executed from time to time in connection with the separate Phases of the Project. "Redevelopment Contract Amendment" shall mean an amendment to this Redevelopment Contract, for the purpose of establishing the effective date for the division of ad valorem taxes pursuant to section 18-2147 of the Act as to each Phase, as defined in Section 3.01 hereof, of lots in the Redevelopment Project Area. The form of the Redevelopment Contract Amendment is attached hereto as Exhibit F. "Redevelopment Plan" means the Redevelopment Plan Amendment, Grand Island CRA Area 33, August 2021”, and refers specifically to the Site Specific Legacy 34 2022 redevelopment plan amendment (also defined in the recitals hereto) for the Redevelopment Project Area related to the Project, as attached hereto as Exhibit B, prepared by the Authority, approved by the City and adopted by the Authority pursuant to the Act. "Resolution" means the Resolution of the Authority authorizing the issuance of the Indebtedness, as supplemented from time to time, and also approving this Redevelopment Contract. "TIF Revenues" means incremental ad valorem taxes generated on the Redevelopment Project Property by the Project which are to be allocated to and paid to the Authority pursuant to the Act. Section 1.02 Construction and Interpretation. The provisions of this Redevelopment Contract shall be construed and interpreted in accordance with the following provisions: (a) Whenever in this Redevelopment Contract it is provided that any person may do or perform any act or thing the word 'may" shall be deemed permissive and not Grand Island Regular Meeting - 11/10/2021 Page 30 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 4 mandatory and it shall be construed that such person shall have the right, but shall not be obligated, to do and perform any such act or thing. (b) The phrase "at any time" shall be construed as meaning at any time or from time to time. (c) The word "including" shall be construed as meaning "including, but not limited to". (d) The words "will" and "shall" shall each be construed as mandatory. (e) The words "herein," "hereof," "hereunder", "hereinafter" and words of similar import shall refer to the Redevelopment Contract as a whole rather than to any particular paragraph, section or subsection, unless the context specifically refers thereto. (f) Forms of words in the singular, plural, masculine, feminine or neuter shall be construed to include the other forms as the context may require. (g) The captions to the sections of this Redevelopment Contract are for convenience only and shall not be deemed part of the text of the respective sections and shall not vary by implication or otherwise any of the provisions hereof. ARTICLE II FINDINGS AND REPRESENTATIONS Section 2.01 Findings of Authority. The Authority makes the following findings: (a) The Authority is a duly organized and validly existing community Redevelopment Authority under the Act. (b) The Redevelopment Plan has been duly approved by the City and adopted by the Authority pursuant to Section 18-2109 through 18-2117 of the Act. (c) The Authority deems it to be in the public interest and in furtherance of the purposes of the Act to accept the proposal submitted by Redeveloper as specified herein. (d) The Redevelopment Project 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 - 11/10/2021 Page 31 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 5 (2) Based solely on representations made by the Redeveloper: (i) the Project would not be economically feasible without the use of funds authorized in §18-2147 of the Act, (ii) the Project would not occur in the Redevelopment Project Area without the use of funds authorized in §18-2147 of the Act, (iii) the costs and benefits of the Project, including costs and benefits to other affected political subdivisions, the economy of the community, and the demand for public and private services have been analyzed by the Authority and have been found to be in the long-term best interest of the community impacted by the Project, and (iv) the Authority has documented such findings in the Background Information Relative to Tax Increment Financing Request provided by the Redeveloper. (f) The Authority has determined that the proposed land uses and building requirements in the Redevelopment Area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and harmonious development of the City and its environs which will, in accordance with present and future needs, promote health, safety, morals, order, convenience, prosperity, and the general welfare, as well as efficiency and economy in the process of development: including, among other things, adequate provision for traffic, vehicular parking, the promotion of safety from fire, panic, and other dangers, adequate provision for light and air, the promotion of the healthful and convenient distribution of population, the provision of adequate transportation, water, sewerage and other public utilities, schools, parks, recreational and community facilities, and other public requirements, the promotion of sound design and arrangement, the wise and efficient expenditure of public funds, and the prevention of the recurrence of insanitary or unsafe dwelling accommodations, or conditions of blight. Section 2.02 Representations of Redeveloper. The Redeveloper makes the following representations: (a) The Redeveloper is a Nebraska limited liability company, having the power to enter into this Redevelopment Contract and perform all obligations contained herein and by proper action has been duly authorized to execute and deliver this Redevelopment Contract. Prior to the execution and delivery of this Redevelopment Contract, the Redeveloper has delivered to the Authority a certificate of good standing, a certified copy of the Redeveloper's Operating Agreement and a certified copy of the company resolution or resolutions authorizing the execution and delivery of this Redevelopment Contract. Grand Island Regular Meeting - 11/10/2021 Page 32 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 6 (b) The execution and delivery of this Redevelopment Contract and the consummation of the transactions herein contemplated will not conflict with or constitute a breach of or default under any bond, debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which Redeveloper is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of the Redeveloper contrary to the terms of any instrument or agreement. (c) There is no litigation pending or to the best of its knowledge threatened against Redeveloper affecting its ability to carry out the acquisition, construction, equipping and furnishing of the Project or the carrying into effect of this Redevelopment Contract or in any other matter materially affecting the ability to Redeveloper to perform its obligations hereunder. (d) The Project would not be economically feasible without the use of funds authorized in §18-2147 of the Act. (e) The Project would not occur in the Redevelopment Project Area without the use of funds authorized in §18-2147 of the Act. (f) The Redeveloper hereby certifies: (1) the Redeveloper has not filed and does not intend to file an application with the Department of Revenue to receive tax incentives under the Nebraska Advantage Act or the ImagiNE Nebraska Act for a project located or to be located within the Redevelopment Project area; (2) no application for incentives of any kind will include a refund of the city’s local option sales tax revenue; and (3) no Redeveloper application has been approved under the Nebraska Advantage Act or the ImagiNE Nebraska Act. 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 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 in substantially the form attached hereto as Exhibit F (each, a "Redevelopment Contract Amendment Notice") for the benefit of any public body be divided for a period of Grand Island Regular Meeting - 11/10/2021 Page 33 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 7 fifteen years after the effective date of the provision as set forth in the Redevelopment Contract Amendment Notice and reflected in a Redevelopment Contract Amendment, consistent with the Redevelopment Plan. Said taxes shall be divided as follows: (a) That portion of the ad valorem tax on real property in each Phase 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 Lots within such Phase 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 each Phase 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. Provided a Redevelopment Contract Amendment Notice (together with a Redevelopment Contract Amendment in form satisfactory to the Authority and signed by the Redeveloper, and a proposed form of “Notice to Divide Tax for Community Redevelopment Project”, all prepared in accordance with this Redevelopment Contract and the Act) is delivered to the Authority no later than July 1 of any year, the Authority shall: (a) execute the Redevelopment Contract Amendment, and (b) file before August 1 of such year a "Notice to Divide Tax for Community Redevelopment Project" for such Phase with the office of the Hall County Treasurer and Hall County Assessor, without requirement of additional hearings or public notice. No Redevelopment Contract Amendment providing for the division of taxes pursuant to this Redevelopment Contract and Section 18-2147 of the Act shall be made after July 1, 2027. Section 3.02 Issuance of Indebtedness The Authority shall authorize the issuance of the Indebtedness in the form and stated principal amount and bearing interest and being subject to such terms and conditions as are specified in the Resolution and this Redevelopment Contract; provided, at all times the maximum amount of the Indebtedness shall be limited to the lesser of (i) the stated face amount of the Indebtedness, or (ii) the sum of all Project Costs incurred by the Redeveloper as set forth on Exhibit D. No Indebtedness will be issued until Redeveloper has acquired fee title to the Redevelopment Project Property and become obligated for construction of the additions and improvements forming a part of the Project as described in the Plan. Prior to May 1, 2022, the Authority shall issue one Tax Increment Development Revenue Note, in one taxable series, in a maximum principal amount of $14,430,226.00, in substantially the form shown on the attached Exhibit C (“TIF Note”), for net funds available to be purchased by Redeveloper (“TIF Note Purchaser”), in a written form acceptable to Redeveloper’s attorney, and receive Note proceeds from the TIF Note Purchaser in said amount. At the option of the Grand Island Regular Meeting - 11/10/2021 Page 34 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 8 Redeveloper, the Authority shall make a grant to Redeveloper in such amount, and such grant shall offset TIF Note Purchaser’s obligation to purchase the TIF Note. Subject to the terms of this Agreement and the Resolution, the Authority’s Treasurer on behalf of the Authority shall have the authority to determine the timing of issuing the Indebtedness and all the other necessary details of the Indebtedness. The Redeveloper agrees to purchase the Indebtedness at a price equal to the principal amount thereof, in a private placement satisfactory to the Authority as to its terms and participants (including any pledgee thereof). Neither the Authority nor the City shall have any obligation to provide for the sale of the Indebtedness. It is the sole responsibility of the Redeveloper to effect the sale of the Indebtedness by purchasing the Indebtedness in accordance with the terms of this Redevelopment Contract and the Resolution. Redeveloper acknowledges that it is its understanding and the Authority's understanding that interest on the Indebtedness will be includable in gross income for federal income tax purposes and subject to Nebraska State income taxation. Section 3.03 Pledge of Revenues. Under the terms of the Resolution, the Authority pledges 100% of the available annual TIF Revenues derived from the Redevelopment Project Property as security for and to provide payment of the Indebtedness as the same fall due (including payment of any mandatory redemption amounts set for the Indebtedness in accordance with the terms of the Resolution). Section 3.04 Purchase and Pledge of Indebtedness/Grant of Net Proceeds of Indebtedness. The Redeveloper has agreed to purchase the Indebtedness from the Authority for a price equal to the principal amount thereof, payable as provided in Section 3.02. The Redevelopment Plan provides for the Redeveloper to receive a grant under this Redevelopment Contract. In accordance with the terms of the Redevelopment Plan the Redeveloper is to receive a grant sufficient to pay the eligible project costs including but not limited to site acquisition, including easements, site preparation costs, infrastructure and utilities only those items as described on Exhibit D (the "Project Costs"), in the aggregate maximum amount of $14,430,226.00, as and to the extent that the Project will support the issuance of additional indebtedness. Notwithstanding the foregoing, the aggregate amount of the grant advances shall not exceed the amount of Project Costs as certified pursuant to Section 4.02 of this Redevelopment Contract. Such grant(s) shall be made to the Redeveloper upon execution of this Redevelopment Contract and payment purchase of the Indebtedness as provided in Section 3.02, but limited to the net proceeds of Indebtedness issued from time to time which may be reasonably calculated to be repaid from the division of taxes mentioned in Section 18-2147 of the Act and generated by the Project. The Authority shall have no obligation to provide grant funds from any source other than the purchase price paid to the Authority for the Indebtedness. Grand Island Regular Meeting - 11/10/2021 Page 35 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 9 Section 3.05 Creation of Fund. In the Resolution, the Authority has provided for the creation of a 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 “Innate Development 2, LLC Redevelopment Project Note Fund” (the “Note Fund”). All of the TIF Revenues shall be deposited into the Note Fund. The TIF Revenues accumulated in the Note Fund shall be used and applied on the Business Day prior to each Interest Payment Date (i) to make any payments to the City or the Authority as may be required under the Redevelopment Contract and (ii) to pay principal of or interest on the Note to the extent of any money then remaining the Note Fund on such Interest Payment Date. Money in the Note Fund shall be used solely for the purposes described herein and in the Resolution. All Revenues received through and including December 31, 2043 shall be used solely for the payments required herein and by the Resolution; and (b) a special trust fund called the “Innate Development 2, LLC Redevelopment Project Fund” (the “Project Fund”) The Authority shall disburse any money on deposit in the Project Fund from time to time to pay or as reimbursement for payment made for the Project Costs in each case within 5 Business Days after completion of the steps set forth herein and in the Resolution. If a sufficient amount to pay a properly completed Disbursement Request (as defined in Section 4.02) is not in the Project Fund at the time of the receipt by the Authority of such request, the Authority shall notify the owner of the Note and such owner may deposit an amount sufficient to pay such request with the Authority for such payment. As set forth in the Resolution, if the Redeveloper is the owner of the Note and the Authority so elects, the Authority shall make a grant to Redeveloper in the amount of an approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. ARTICLE IV OBLIGATIONS OF REDEVELOPER Section 4.01 Construction of Project; Insurance. (a) Redeveloper will complete the Project and install all infrastructure, improvements, buildings, fixtures, equipment and furnishings necessary to operate the Project. Redeveloper shall be solely responsible for obtaining all permits and approvals necessary to acquire, construct and equip the Project. Until construction of the Project has been completed, Redeveloper shall make reports in such detail and at such times as may be reasonably requested by the Authority as to the actual progress of Redeveloper with respect to construction of the Project. Promptly after completion by the Redeveloper of each Phase of the Project, the Redeveloper shall furnish to the Authority a Certificate of Completion (supported by such architect's or engineer's certificates as are required under the terms of the contract documents) for such Phase, including each structure or element of infrastructure completed in such Phase. Grand Island Regular Meeting - 11/10/2021 Page 36 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 10 (b) Any general contractor chosen by the Redeveloper or the Redeveloper itself shall be required to obtain and keep in force at all times until completion of construction, policies of insurance including coverage for contractors' general liability and completed operations and a penal bond or bonds as required by the Act or as is otherwise required by law. The City, the Authority and the Redeveloper shall be named as additional insureds. Any contractor chosen by the Redeveloper or the Redeveloper itself, as owner, shall be required to purchase and maintain property insurance upon the Project to the full insurable value thereof. This insurance shall insure against the perils of fire and extended coverage and shall include 'All Risk" insurance for physical loss or damage. The contractor with respect to any specific contract or the Redeveloper shall also carry insurance on all stored materials. The contractor or the Redeveloper, as the case may be, shall furnish the Authority and the City with a Certificate of Insurance evidencing policies as required above. Such certificates shall state that the insurance companies shall give the Authority prior written notice in the event of cancellation of or material change in any of any of the policies. Section 4.02 Cost Certification. 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 City’s Clerk and an authorized representative of the Redeveloper, (i) certifying that a portion of the Project has been substantially completed and (ii) certifying the actual costs incurred by the Redeveloper in the completion of such portion of the Project. (b) If the costs requested for reimbursement under the Disbursement Request are currently reimbursable under Exhibit D of this Redevelopment Contract and the Community Redevelopment Law, the Authority shall evidence such allocation in writing and inform the owner of the Note of any amounts allocated to the Note. (c) Upon notification from the Authority as described in Section 4.02(b), deposits to the accounts in the Project Fund may be made from time to time from funds received by the Authority from the owner of the Note (if other than the Redeveloper) in the amounts necessary to pay amounts requested in properly completed, signed and approved written Disbursement Requests as described herein. Such amounts shall be proceeds of the Note and the Treasurer of the Authority shall inform the Registrar (as defined in the Note Resolution) in writing of the date and amount of such deposits. At the option of the Authority, if the Redeveloper is the owner of the Note, the Authority shall make a grant to Redeveloper in the amount of the approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. The Registrar shall keep and maintain a record of the amounts deposited into the Project Fund from Note proceeds pursuant to the terms of this Resolution as “Principal Amount Advanced” and shall enter the aggregate principal amount then Outstanding as the “Cumulative Outstanding Principal Amount” on its records maintained for the Note. The aggregate amount deposited into the Project Fund from proceeds of the Note shall not exceed $14,430,226.00. Grand Island Regular Meeting - 11/10/2021 Page 37 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 11 Section 4.03 Authority Costs Redeveloper shall reimburse the Authority (and the City, as applicable) on the date of the execution of this Redevelopment Contract for legal and accounting fees and costs incurred or expected to be incurred in connection with this Redevelopment Contract and the issuance of the Indebtedness. Section 4.04 No Discrimination. Redeveloper agrees and covenants for itself its successors and assigns that it will not discriminate against any person or group of persons on account of race, sex, color, religion, national origin, ancestry, disability, marital status or receipt of public assistance in connection with the Project. Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Project, Redeveloper will not discriminate against any employee or applicant for employment because of race, religion, sex, color, national origin, ancestry, disability, marital status or receipt of public assistance. Redeveloper will comply with all applicable federal, state and local laws related to the Project. Section 4.05 Real Estate Tax Base; Payments in Lieu of Taxes. Redeveloper agrees to make payments in lieu of taxes, immediately upon receipt of notice from City or the Authority, if for any reason at any time TIF Revenues are not sufficient to pay principal and interest on the Indebtedness when due. This payment in lieu of tax obligation may be represented by a note or other evidence of indebtedness. Section 4.06 Assignment or Conveyance. This Redevelopment Contract shall not be assigned by the Redeveloper without the written consent of the Authority. Any transfer (including any lease for a term longer than one year) or conveyance of the any portion of the Redevelopment Project Property, except for individual lot sales, prior to the termination of the 15 year period commencing on the last effective date specified in Section 3.01 hereof by the Redeveloper shall be subject to the terms and conditions of this Redevelopment Contract. 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 4.07 Federal Immigration Verification System. The Redeveloper agrees that Redeveloper and any contractor for the improvements to be reimbursed as a part of the Project Infrastructure Costs shall be required to agree to use a federal immigration verification system (as defined in §4-114, R.R.S. 2012) to determine the work eligibility status of new employees physically performing services on the Project and to comply with all applicable requirements of §4-114, R.R.S., 2012. Grand Island Regular Meeting - 11/10/2021 Page 38 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 12 Section 4.08 Public Right-of-Way. All streets within the Redevelopment Project Area boundaries shall be public streets and dedicated to the public as part of the re-platting of the Redevelopment Project Area. Section 4.09 Records. Redeveloper agrees that it shall retain all records related to invoices for Project Cost Certification for a period of 18 years after the last effective date provided in the last Redevelopment Contract Amendment executed pursuant to this Contract. Such records shall be made available to the Authority upon request. ARTICLE V FINANCING REDEVELOPMENT PROJECT Section 5.01 Financing Redeveloper shall pay all costs related to the redevelopment of the Redevelopment Project Area and the Redevelopment Project Property which are in excess of the amounts paid from the proceeds of the grant provided for from the proceeds of the Indebtedness and granted to Redeveloper. Prior to issuance of the Indebtedness, Redeveloper shall provide Authority with evidence satisfactory to the Authority that private funds have been committed to the Redeveloper in amounts sufficient to complete all portions of the Project included in the Project Infrastructure Costs. Redeveloper shall timely pay all costs, expenses, fees, charges and other amounts associated with the Project. ARTICLE VI DEFAULT, REMEDIES; INDEMNIFICATION Section 6.01 General Remedies of Authority and Redeveloper. Subject to the further provisions of this Article VI, in the event of any failure to perform or breach of this Redevelopment Contract or any of its terms or conditions, by any party hereto or any successor to such party, such party, or successor, shall, upon written notice from the other, proceed immediately to commence such actions as may be reasonably designed to cure or remedy such failure to perform or breach which cure or remedy shall be accomplished within a reasonable time by the diligent pursuit of corrective action. In case such action is not taken, or diligently pursued, or the failure to perform or breach shall not be cured or remedied within a reasonable time, this Redevelopment Contract shall be in default and the aggrieved party may institute such proceedings as may be necessary or desirable to enforce its rights under this Redevelopment Contract, including, but not limited to, proceedings to compel specific performance by the party failing to perform or in breach of its obligations. The Redeveloper hereby acknowledges and agrees that the Authority shall have completed its required performances and satisfied all of its obligations under this Redevelopment Contract upon the issuance of the Indebtedness and the subsequent payment of grant amounts to the Redeveloper as set forth in Section 3.04. Grand Island Regular Meeting - 11/10/2021 Page 39 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 13 Section 6.02 Additional Remedies of Authority In the event that (each such event an "event of default"): (a) the Redeveloper, or its successor in interest, shall fail to commence the construction of the improvements included in the Public Infrastructure Costs for the first Phase of the Redevelopment Project on or before June 1, 2022, or shall abandon construction work related to the Public Infrastructure Costs and housing construction, once commenced, for any period of 180 days, excepting delays caused by inclement weather, (b) the Redeveloper, shall fail to pay real estate taxes or assessments on the Redevelopment Project Property owned by the Redeveloper or any part thereof when due; and (c) there is a violation of any other provision of this Redevelopment Contract, and such failure or action by the Redeveloper has not been cured within 90 days following written notice from Authority, then the Redeveloper shall be in default of this Redevelopment Contract. In the event of such failure to perform, breach or default occurs and is not cured in the period herein provided, the parties agree that the damages caused to the Authority would be difficult to determine with certainty and that a reasonable estimation of the amount of damages that could be incurred is the amount of the grant to Redeveloper pursuant to Section 3.04 of this Redevelopment Contract, less any reductions in the principal amount of the Indebtedness, plus interest on such amounts as provided herein (the "Liquidated Damages Amount"). Upon the occurrence of an event of default, the Liquidated Damages Amount shall be paid by Redeveloper to Authority within 30 days of demand from Authority given to the Redeveloper. Interest shall accrue on the Liquidated Damages Amount at the rate of seven percent (7%) per annum and interest shall commence from the date that the Authority gives notice to the Redeveloper demanding payment. Payment of the Liquidated Damages Amount shall not relieve Redeveloper of its obligation to pay real estate taxes or assessments with respect to the Redevelopment Project Property and the Project. Redeveloper, on or before contracting for work included within the Public Infrastructure Costs, shall furnish to the Authority copies of labor and materials payment bonds and performance bonds for each contract entered into by Redeveloper related to Public Infrastructure Costs. Each such bond shall show the Authority and the City as well as the Redeveloper as beneficiary of any such bond, as and to the extent commercially obtainable (as determined in the discretion of the Authority). In addition, the Redeveloper shall provide a penal bond with good and sufficient surety to be approved by the Authority, conditioned that the Redeveloper shall at all times promptly make payments of all amounts lawfully due to all persons supplying or Grand Island Regular Meeting - 11/10/2021 Page 40 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 14 furnishing to any contractor or his or her subcontractors (for each contract entered into by Redeveloper related to Public Infrastructure Costs) with labor or materials performed or used in the prosecution of the work provided for in such contract, and will indemnify and save harmless the Authority to the extent of any payments in connection with the carrying out of such contracts which the Authority may be required to make under the law. Section 6.03 Remedies in the Event of Other Redeveloper Defaults. In the event the Redeveloper fails to perform any other provisions of this Redevelopment Contract (other than those specific provisions contained in Section 6.02), the Redeveloper shall be in default. In such an instance, the Authority may seek to enforce the terms of this Redevelopment Contract or exercise any other remedies that may be provided in this Redevelopment Contract or by applicable law; provided, however, that any defaults covered by this Section shall not give rise to a right or rescission on termination of this Redevelopment Contract, and shall not be covered by the Liquidated Damages Amount. Section 6.04 Forced Delay Beyond Party's Control. For the purposes of any of the provisions of this Redevelopment Contract, neither the Authority nor the Redeveloper, as the case may be, nor any successor in interest, shall be considered in breach of or default in its obligations with respect to the conveyance or preparation of the Redevelopment Area or any part thereof for redevelopment, or the beginning and completion of construction of the Project, or progress in respect thereto, in the event of forced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not restricted to, acts of God, or of the public enemy, acts of the Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather or delays in subcontractors due to such causes; it being the purpose and intent of this provision that in the event of the occurrence of any such forced delay, the time or times for performance of the obligations of the Authority or of the Redeveloper with respect to construction of the Project, as the case may be, shall be extended for the period of the forced delay: Provided, that the party seeking the benefit of the provisions of this section shall, within thirty (30) days after the beginning of any such forced delay, have first notified the other party thereto in writing, and of the cause or causes thereof and requested an extension for the period of the forced delay. Section 6.05 Limitations of Liability; Indemnification. Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, the Authority, nor their respective elected officials, officers, directors, appointed officials, employees, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Authority under this Redevelopment Contract shall be the issuance of the Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, as specifically set forth in Sections 3.02 and 3.04 and payment of TIF Revenues pledged pursuant to the Resolution. The obligation of the City and Authority on any Indebtedness shall be limited solely to the payment of the TIF Revenues and other funds pledged on the Indebtedness as set forth in the Resolution. Grand Island Regular Meeting - 11/10/2021 Page 41 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 15 Specifically, but without limitation, neither the City nor Authority shall be liable for any costs, liabilities, actions, demands, or damages for failure of any representations, warranties or obligations hereunder. The Redeveloper releases the City and Authority from, agrees that neither the City nor Authority shall be liable for, and agrees to indemnify and hold the City and Authority harmless from any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each of the City and Authority and their respective elected officials, directors, officers, appointed officials, agents, employees and members of their governing bodies free and harmless from any loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, including litigation expenses, attorneys' fees and expenses, or court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about the Project during the term of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, whether or not related to the Project, or resulting from or in any way connected with specified events, the Project, or in any way related to the enforcement of this Redevelopment Contract or any other cause pertaining to the Project. ARTICLE VII MISCELLANEOUS Section 7.01 Governing Law. This Redevelopment Contract shall be governed by the laws of the State of Nebraska, including but not limited to the Act. Section 7.02 Binding Effect: Amendment. This Redevelopment Contract shall be binding on the parties hereto and their respective successors and assigns. The Redevelopment Contract shall not be amended except by a writing signed by the party to be bound. Section 7.03 Notices to Parties. Notices to Parties shall be mailed by U. S. Mail to the following addresses: Redeveloper: Innate Development 2, LLC 1201 Allen Drive #240 Grand Island, NE 68803 Authority and City: Director Grand Island Community Redevelopment Authority Hall County Regional Planning Department 100 E 1st Street Grand Island Regular Meeting - 11/10/2021 Page 42 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 16 P.O. Box 1968 Grand Island, NE 68802 IN WITNESS WHEREOF, Authority and Redeveloper have signed this Redevelopment Contract as of the date and year first above written. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF ATTEST: GRAND ISLAND, NEBRASKA ____________________________ By:________________________ Secretary Chairman INNATE DEVELOPMENT 2, LLC By:______________________ Manager STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day of ______ 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 STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day of _____,2021, by __________________ Manager of Innate Development 2, LLC, on behalf of the limited liability company. ________________________ Notary Public Grand Island Regular Meeting - 11/10/2021 Page 43 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 17 EXHIBIT A DESCRIPTION OF REDEVELOPMENT AREA All that portion of the following described real estate, to wit; The SE ¼ of the NW ¼ and the E ½ of the SW ¼ and the W ½ of the SE ¼ of 25-11-10 (Parcels 400201089 and 400201097) in the City of Grand Island, Hall County, Nebraska, that is to be subdivided as part of Legacy 34 2022 site specific redevelopment plan, being a part of the Redevelopment Plan Amendment, Grand Island CRA Area 33, August 2021. Grand Island Regular Meeting - 11/10/2021 Page 44 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 18 EXHIBIT B REDEVELOPMENT PLAN Grand Island Regular Meeting - 11/10/2021 Page 45 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 19 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 (INNATE DEVELOPMENT 2, LLC REDEVELOPMENT PROJECT), SERIES 2021 No. R-1 Up to $14,430,226.00 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, * 0.0% REGISTERED OWNER: Innate Development 2, 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 * or, if sooner, fifteen years after the last effective date established under the terms of the Redevelopment Contract Amendment Grand Island Regular Meeting - 11/10/2021 Page 46 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 20 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, 2024, 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 18-2155, 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 $14,430,226.00. This Note is a special limited obligation of the Authority payable as to principal and interest solely from and is secured solely by the Revenue (as defined in the Resolution) and certain other money, funds and securities pledged under the Resolution, all on the terms and conditions set forth in the Resolution. The Revenue represents that portion of ad valorem taxes levied by public bodies of the State of Nebraska, including the City, on real property in the Project Area (as defined in this Resolution) which is in excess of that portion of such ad valorem taxes produced by the levy at the rate fixed each year by or for each such public body upon the valuation of the Project Area as of a certain date and as has been certified by the County Assessor of Hall County, Nebraska to the City in accordance with law. Grand Island Regular Meeting - 11/10/2021 Page 47 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 21 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 Grand Island Regular Meeting - 11/10/2021 Page 48 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 22 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 and the accrued interest thereon to the date fixed for redemption shall be held for the purpose of such payment by the Registrar, interest shall cease to accrue and become payable hereon from and after the redemption date. This Note is transferable by the Registered Owner hereof in person or by its attorney or legal representative duly authorized in writing at the principal office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Note. Upon such transfer, a new Note of the same series and maturity and for the same principal amount will be issued to the transferee in exchange therefor. The Authority and the Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal of and interest due hereon and for all other purposes. This Note is being issued as a registered Note without coupons. This Note is subject to exchange as provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Note have happened, do exist and have been performed in regular and due time, form and manner; that this Note does not exceed any constitutional, statutory or charter limitation on indebtedness; and that provision has been made for the payment of the principal of and interest on this Note as provided in this Resolution. [The remainder of this page intentionally left blank] Grand Island Regular Meeting - 11/10/2021 Page 49 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 23 (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 - 11/10/2021 Page 50 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 24 SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA INNATE DEVELOPMENT 2, LLC 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 - 11/10/2021 Page 51 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 25 Exhibit D Project Costs Redevelopment Project Costs Use of Funds. Source of Funds Description TIF Funds Private Funds Total Site Acquisition $480,000 $2,520,000 $3,000,000 Building Costs $44,210,250 $44,210,250 Sewer $645,000 $645,000 Water $305,000 $305,000 Electric $320,000 $320,000 Gas $100,000 $100,000 Public Streets/ Sidewalks/Parking $4,900,000 $4,900,000 Trails $300,000 $300,000 Site preparation/Dirt Work $1,800,000 $1,800,000 Architecture/Engineering $2,700,000 $2,700,000 Financing Fees / Audit $50,000 $50,000 $100,000 Legal/TIF Contract $100,000 $100,000 other (ROW Landscaping/Parks) $2,530,226 $2,530,226 Govt. Fees and Expenses $200,000 $200,000 Total $14,430,226 $46,780,250 $61,210,476 TOTAL 14,430,226.00 Grand Island Regular Meeting - 11/10/2021 Page 52 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 26 EXHIBIT F REDEVELOPMENT CONTRACT AMENDMENT NOTICE Notice is hereby given by Innate Development 2, LLC, ("Redeveloper") to the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), pursuant to Section 3.01 of that certain Redevelopment Contract between Redeveloper and Authority dated ___________, 2021 as follows: Amendment: Redeveloper hereby presents to Authority a proposed amendment to the Redevelopment Contract ("Redevelopment Contract Amendment"), which is attached hereto and incorporated herein by this reference. Notice: As required in the Redevelopment Contract, Redeveloper hereby gives notice to Authority of the following information related to such Redevelopment Contract Amendment (capitalized terms used herein and not defined have the same meaning as set forth in the Redevelopment Contract): (a) The Redevelopment Contract Amendment incorporates a new Phase to the Project which shall include the following Lot(s) in the Redevelopment Project Area: [identification of such Lot(s) including the legal description of each] (b) The effective date of the Redevelopment Contract Amendment shall be ___________, 20___. (c) The division date for the applicable Phase shall be ___________, 20___; and a proposed form of Notice of Division is attached hereto and incorporated herein by this reference. (d) The base year valuation for such Phase shall be 20___. Dated _______ Innate Development 2, LLC _______________________ Manager Grand Island Regular Meeting - 11/10/2021 Page 53 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 27 AMENDMENT TO REDEVELOPMENT CONTRACT Amendment No. ____ This Amendment to Redevelopment Contract (this "Amendment") is made and entered into as of the _______day of ___________, 20___, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and Innate Development 2, LLC, a Nebraska limited liability company ("Redeveloper"). RECITALS WHEREAS, Authority and Redeveloper entered into a Redevelopment Contract, dated as of ______________, 2019 (the "Contract"); WHEREAS, the Contract intended to implement the redevelopment plan entitled “Redevelopment Plan Amendment, Grand Island CRA Area 33, August 2021”, and refers specifically to the Site Specific Legacy 34 2022 redevelopment plan amendment”, (the “Redevelopment Plan”) to provide for the redevelopment of lots and lands located in a blighted and substandard area of the City of Grand Island, Nebraska (the “City”); WHEREAS, in order to assist in the financing of the Redevelopment Project described in the Redevelopment Plan, the Contract provides for periodic amendments thereto; and WHEREAS, pursuant to Section 3.01 of the Contract the parties desire to amend the Contract on the terms set forth herein and this Amendment shall constitute a "Redevelopment Contract Amendment" as defined in the Contract. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, Authority and Redeveloper do hereby agree to amend the Contract as follows: 1. Definitions. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Contract. 2. Amendment – New Phase. This Amendment incorporates a new Phase to the Project entitled [Phase No. ____]. (a) Lots. This new Phase shall include all of Lots in the Redevelopment Project Area for which a building permit has been issued by the City during the calendar year prior to the Effective Date described in Section 2 (b) hereof, which lots are described as follows: [identification of such Lot(s) including the legal description of each] (b) Effective Date. The effective date of the Amendment shall be January 1, 20___. [The effective date shall be the January 1st of the year following the issuance of a building permit for a residence to be constructed on a Lot described in Section 2 (a) hereof.] Grand Island Regular Meeting - 11/10/2021 Page 54 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 28 (c) Division Date. The Division Date (the “Division Date”) shall mean the effective date for purposes of dividing taxes pursuant to Section 18-2147 of the Nebraska Community Development Law. The Division Date for the applicable Phase shall be January 1, 20___; and a proposed form of the "Notice to Divide Tax for Community Redevelopment Project" applicable to such Phase is attached hereto as Exhibit A and incorporated herein by this reference. [The Division Date shall be the January 1st of the year following the issuance of a building permit for a residence to be constructed on a Lot described in Section 2 (a) hereof.] For purposes of the Notice to Divide Tax for Community Redevelopment Project, the calendar year in which the division of real property tax becomes effective shall be the year of the Division Date. (d) Base Value Year. The base value year for such Phase shall be 20___. [The Base Value Year, shall mean the calendar year prior to the Division Date described in Section 2 (c) hereof.] For purposes of the Notice to Divide Tax for Community Redevelopment Project, the Base value Year shall be the year defined in this Section 2 (d). 3. Requirement to File Notice to Divide Tax for Community Redevelopment Project. The Authority shall execute and file with the Hall County Assessor and Treasurer a signed original of Exhibit A, attached hereto, being the Notice to Divide Tax for Community Redevelopment Project, prior to August 1, 20__. [This date shall be the August 1 following the Division Date described in Section 2 (c) hereof.] 4. Miscellaneous Provisions. (a) Effectiveness. This Amendment shall become effective when and only when counterparts of this Amendment have been duly executed by both Authority and Redeveloper. (b) Ratification of Contract. Except as amended by this Amendment, the Contract shall remain in full force and effect and is hereby ratified and confirmed in all respects. Each party acknowledges and agrees to all terms of the Contract, as the same are amended by this Amendment, and makes and restates each representation and warranty set forth therein as if made on the date of this Amendment. Grand Island Regular Meeting - 11/10/2021 Page 55 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 29 IN WITNESS WHEREOF, Authority and Redeveloper have signed this Amendment to 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 INNATE DEVELOPMENT 2, LLC By:______________________ Manager STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day of ___________, 20___ 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 STATE OF NEBRASKA) ) SS COUNTY OF HALL) The foregoing instrument was acknowledged before me this _____ day of ___________, 20___, by __________________ of Innate Development 2, LLC on behalf of the limited liability company. ________________________ Notary Public Grand Island Regular Meeting - 11/10/2021 Page 56 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 30 EXHIBIT A Notice to Divide Tax for Community Redevelopment Project [TO BE ATTACHED] Grand Island Regular Meeting - 11/10/2021 Page 57 / 177 Innate Development 2 Areas 33 Legacy 34 2022 Contract Page 31 Grand Island Regular Meeting - 11/10/2021 Page 58 / 177 Redevelopment Plan Amendment Grand Island CRA Area 33 August 2021 The Community Redevelopment Authority (CRA) of the City of Grand Island intends to amend the Redevelopment Plan for Area 33 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 33. Executive Summary: Project Description THE REDEVELOPMENT APPROXIMATELY 200 ACRES OF PROPERTY LOCATED WEST OF PRAIRIEVIEW STREET AND NORTH OF HUSKER HIGHWAY IN SOUTHWESTST GRAND ISLAND FOR THE DEVELOPMENT OF A WALKABLE MIXED USE COMMUNITY (DETACHED SINGLE FAMILY RESIDENTIAL, ATTACHED SINGLE FAMILY RESIDENTIAL, MULTIFAMILY RESIDENTIAL, NEIGHBORHOOD SCALE COMMERICAL, AND RECREATIONAL USES) WHILE PROTECTING PRESERVING AND ENHANCING THE NATURAL WETLANDS ON THE PROPERTY. THIS WILL BE A MULTI- PHASE DEVELOPMENT WITH A REDEVELOPEMENT PLAN AMENDMENT FOR EACH PHASE OF THE DEVELOPMENT TO BE APPROVED SEPARATELY. This plan is intended as a general development plan for the entire 200 acre tract included in the legal description below. It is also the site specific redevelopment plan for the first phase (Legacy 34 2022) of this project at the southeast corner of this this property that includes multifamily residential, attached single family residential, neighborhood scale commercial development significant portions of the storm water and drainage infrastructure to support the full development. Amenities for the neighborhood and community including hike bike trail extensions and green space will also be a part of the Legacy 34 2022 phase of this development. 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 a club house and 140 one and two bedroom apartments in 10 unit buildings, 33 attached single family homes (2 and 3 bedroom townhomes) and 8 two story commercial buildings with 2000 square feet on each floor in the Legacy 34 2022 phase. The use of Tax Increment Financing is an integral part of the development plan and necessary to make this project feasible as presented. The proposed development does not maximize the number of units that can be built on the property but maximize the livability of the neighborhood by creating a walkable neighborhood with a mix of housing types and recreation features scattered throughout the development. It is anticipated that the Legacy 34 2022 phase of this development will take up to 5 years to complete and that the next phase will likely begin before the last of this one has being developed. It is unlikely that full development of this site will be done in less than 15 Grand Island Regular Meeting - 11/10/2021 Page 59 / 177 years and could easily extend to 30 or more years based on the history of large developments in Grand Island. Innate Development 2, LLC has an option to purchase the full 200 acres upon approval of the Legacy 34 2022 phase of this project. This is property has an old farm house and farm buildings, wetlands and crop ground. The property was annexed in 2011 and has not had any development prospects make application for development since its annexation. The developer is responsible for and has provided evidence that they can secure adequate debt financing to cover the costs associated with this project. The Grand Island Community Redevelopment Authority (CRA) intends to pledge the ad valorem taxes generated over multiple 15 year periods beginning January 1, 2023 towards the allowable costs and associated financing for redevelopment of this property. TAX INCREMENT FINANCING TO PAY FOR THE REDEVELOPMENT OF THE PROPERTY WILL COME FROM THE FOLLOWING REAL PROPERTY: Property Description (the “Redevelopment Project Area”) Legal Descriptions: The SE ¼ of the NW ¼ and the E ½ of the SW ¼ and the W ½ of the SE ¼ of 25-11-10 (Parcels 400201089 and 400201097) in the City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 11/10/2021 Page 60 / 177 Existing Land Use and Subject Property Grand Island Regular Meeting - 11/10/2021 Page 61 / 177 The tax increment on Legacy 34 2022 will be captured for the tax years the payments for which become delinquent in years 2023 through 2044 inclusive. The TIF contract will be structured so it can be amended each year for up to five years to add the buildings to be completed during that year. No single building 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 a mix of residential and commercial uses in the project area to be permitted as the project progresses. 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 or redevelopment contract amendment, consistent with this Redevelopment Plan. This plan anticipates that the whole 200 acre project will be developed in several phases with a redevelopment plan amendment specific to each phase of the development. The first phase is included with this general plan and referred to as Legacy 34 2022. The Legacy 34 2022 plan anticipates that buildings constructed each year of the development will constitute new effective date for the purposes of determining the period of fifteen years. Improvements for the overall development may be constructed prior to the development of later phases and eligible expenses from those improvements not covered by early phases may be applied to later phases for reimbursement by TIF funds generated in the later phases. 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, Grand Island Regular Meeting - 11/10/2021 Page 62 / 177 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 August 26, 2021.[§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. It is anticipated that changes to future land use map in the Grand Island Comprehensive Plan will be necessary to accommodate this development as anticipated. Those changes should be considered with the approval of each site specific development plan or with a complete update to the comprehensive plan. The initial phase of this project including the multifamily and attached single family residential units is consistent with the planned development of housing at up to 14 units per acre. The neighborhood commercial was not anticipated for the particular area but is consistent with the level of service of Husker Highway and the commercial properties developing to the east of this site. The Hall County Regional Planning Commission held a public hearing at their meeting on October 6, 2021 and passed Resolution 2022-02 confirming that this project is consistent with the intent of the Comprehensive Plan for the City of Grand Island, supporting this project and necessary changes to the plan for the development as planned. 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 33 provides for real property acquisition and this plan amendment does not prohibit such acquisition. There is no proposed acquisition by the authority. Grand Island Regular Meeting - 11/10/2021 Page 63 / 177 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 at the south end and manufacturing in the northwest corner. It is anticipated that changes to the plan will be made to accommodate and support this development as proposed. This property is in private ownership. [§18-2103(b) and §18-2111] The attached map also is an accurate site plan of the area as proposed after redevelopment with 278 single family detached lots, 25 duplex lots, 53 townhouse/condo lots, 300 units of apartments and 6.3 acres of retail and 9 acres of light industrial backing on to the industrial property to the north.. [§18-2111(5)] d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The area is zoned R-2 Low Density Residential zone and M-1 Light Manufacturing Zone. The property has historically been farmed a permitted use in both of those districts. The plan for a mixed use neighborhood at this location will require a mix of zoning changes. New streets and storm drainage are planned throughout the site as part of the development in a manner consistent with the existing development. It is anticipated that TIF revenues will offset the costs of those improvements and that some of these Grand Island Regular Meeting - 11/10/2021 Page 64 / 177 improvements may be built. No changes are anticipated in building codes or ordinances. [§18-2103(b) and §18-2111] e. Site Coverage and Intensity of Use The proposed development will meet the coverage and intensity of use requirements for each phase of the development as it is approved. The overall planned density of the project is less than would be permitted with no changes. [§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] Grand Island Regular Meeting - 11/10/2021 Page 65 / 177 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 11/10/2021 Page 66 / 177 Proposed Development Plan for the 200 acre site with genaral use types and amenenities with the 27.83 acres Legacy 34 2022 project highlighted Grand Island Regular Meeting - 11/10/2021 Page 67 / 177 Proposed layout for Legacy 34 2022 Phase of the Proposed Development 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 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 proposing to purchase the property for $3,000,000, this is an eligible expense for the overall project but $480,000 of this is being attributed to the Legacy 34 2022 phase and the remainder will be attributed to future phases. For the Legacy 34 2022 phase the estimated costs of grading, streets, trails, sanitary sewer, water and storm sewer is $8,370,000. Total costs for parks, and right of way landscaping $2,530,226. It is anticipated that planning activities including design, engineering and architecture for the site will exceed $2,700,000 and need to be included in Legacy 34 2022 project costs. Other eligible activities including government fees and expenses (building permits included) and legal and contract expenses are expected to be $300,000. The total of the eligible expenses for this project is estimated by the developer at $16,950,226. Grand Island Regular Meeting - 11/10/2021 Page 68 / 177 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 Legacy 34 2022 project by granting the sum of $14,430,226 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, 2023 through December 2044. 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, commercial development and recreational opportunities 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 2022 year. The Legacy 34 2022 phase will likely be built over a five year period between 2022 and 2026 based on market demand. Excess valuation should be available for the Legacy 34 2022 project for 15 years beginning with the 2023 tax year. Additional phases of development are anticipated for the remainder of the project beginning near the completion of the Legacy Grand Island Regular Meeting - 11/10/2021 Page 69 / 177 34 2022 phase. It is anticipated that the developers will be including TIF in the capital stack of future phases but each future phase will be evaluated with a site specific redevelopment plan prior to contract approval. 9. Justification of Project The 2020 housing study for the City of Grand Island projected that by 2024 we would need an additional 1361 new housing units. Between January 1 of 2020 and July of 2021 permits for 305 new housing units had been issued leaving a need for more than 1000 additional units in the next 3 years to meet the anticipated need. 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. 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 $14,430,226 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 $46,780,250 in private sector financing; a private investment of $3.24 for every TIF and grant dollar investment. Grand Island Regular Meeting - 11/10/2021 Page 70 / 177 Use of Funds. Source of Funds Description TIF Funds Private Funds Total Site Acquisition $480,000 $2,520,000 $3,000,000 Building Costs $44,210,250 $44,210,250 Sewer $645,000 $645,000 Water $305,000 $305,000 Electric $320,000 $320,000 Gas $100,000 $100,000 Public Streets/ Sidewalks/Parking $4,900,000 $4,900,000 Trails $300,000 $300,000 Site preparation/Dirt Work $1,800,000 $1,800,000 Architecture/Engineering $2,700,000 $2,700,000 Financing Fees / Audit $50,000 $50,000 $100,000 Legal/TIF Contract $100,000 $100,000 other (ROW Landscaping/Parks) $2,530,226 $2,530,226 Govt. Fees and Expenses $200,000 $200,000 Total $14,430,226 $46,780,250 $61,210,476 Tax Revenue. The 27.83 acres of this site to be redeveloped as Legacy 34 2022 is anticipated to have a January 1, 2022, valuation of approximately $80,828 based on the per acre valuation of the current parcel. Based on the 2020 levy this would result in a real property tax of approximately $1,759. It is anticipated that the assessed value will increase by $44,210,250 upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $960,000 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 2022 assessed value (27.83 acres): $ 80,828 Estimated value after completion $ 44,291,000 Increment value $ 44,210,000 Annual TIF generated (estimated) $ 962,000 TIF bond issue $ 14,430,226 Grand Island Regular Meeting - 11/10/2021 Page 71 / 177 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $80,828. The proposed redevelopment will create additional valuation of $44,210,000 over the course of the next five years. The project creates additional valuation that will support taxing entities long after the project is paid off along with providing 173 additional housing units, neighborhood commercial space and recreational trail connections and opportunities. The tax shift from this project will be equal to the total of the bond principal of $14,430,226 if fully funded and any associated interest on the bond to be assigned with contract approval. (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 Gates 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 in Legacy 34 2022 (1 and 2 bedroom apartments and 2 bedroom townhomes) is less likely to attract families to the neighborhood than the single family detached housing proposed for later phases of this project. Overall there will be a net increase in the number of students attending the Grand Island Public School system as a result of this development. (c) Impacts on employers and employees of firms locating or expanding within the boundaries of the area of the redevelopment project; This will provide additional housing options for the residents of Grand Island. The National Homebuilders Association estimates that each new single family home is the equivalent of 2.5 full time equivalent jobs and each unit of multifamily housing results in an FTE of 1.16 job. An average of 28 apartments and 7 townhomes would produce about 48 FTE’s per year for the next 5 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. Grand Island Regular Meeting - 11/10/2021 Page 72 / 177 (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 2015 to 2019 according the American Community Survey is 2.61. 173 additional households would house 452 people. According to the 2010 census 19.2% of the population of Grand Island was over 4 years old and under 18 years old. 2020 census number for this population cohort are not yet available but 27.6% of the 2021 population is less than 18 years of age this is the same percentage as the under 18 age cohort in 2010. If the averages hold it would be expected that there would be an additional 87 school age children generated by this development. Given the nature of the units (140- 1 and 2 bedroom apartments and 33 townhomes) proposed for Legacy 34 2022 these numbers are likely to be significantly less than for detached single family development. If this develops at a rate of 35 unit per year for 5 years approximately 16 children could be added to the school age population every year with this development. These 16 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 2019-20 enrollment for GIPS was 10,070 students and the cost per student in 2017-18 was $12,351 of that $4,653 is generated locally. The Grand Island Public School System was notified on August 24, 2021 that the CRA would be considering this application at their September 8, 2021 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 2020 Housing Study for the City of Grand Island to create more than 1300 new dwelling units by 2024. Based on the permits between January of 2020 and July of 2021 more than 1000 units still need to be built before the end of 2024 to meet the projected need. 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 the Legacy 34 2022 project is anticipated to be completed during between the Spring of 2022 and the end of 2026. The base tax year should be calculated on the value of the property as of January 1, 2022 for the first phase with each phase based on the preceding year’s valuation of the property included in the amendment for that year. Excess valuation should be available for this project beginning in 2023 with taxes due in 2024. 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 $14,430,226 the projected amount of increment based upon the anticipated value of the project and current tax rate. Based 1 https://nces.ed.gov/ccd/districtsearch/district_detail.asp?ID2=3100016 Grand Island Regular Meeting - 11/10/2021 Page 73 / 177 on the estimates of the expenses, the developer will spend at least $14,430,226 on TIF eligible activities. It is anticipated that full development of the 200 acre site will take a minimum of 15 years thought it could take as long as 30 or more based on average development in Grand Island. Each additional project will be brought forward as an amendment to this plan. Grand Island Regular Meeting - 11/10/2021 Page 74 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 1 RESOLUTION NO. 369 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA; AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A TAX INCREMENT REVENUE BOND, NOTE OR OTHER OBLIGATION; PROVIDING FOR THE TERMS AND PROVISIONS OF SAID BOND, NOTE OR OTHER OBLIGATION; PLEDGING CERTAIN REVENUES OF THE AUTHORITY PURSUANT TO THE COMMUNITY DEVELOPMENT LAW; AUTHORIZING THE SALE OF SAID BOND, NOTE OR OTHER OBLIGATION; PROVIDING FOR A GRANT OF THE PROCEEDS OF SAID BOND, NOTE OR OTHER OBLIGATION; PROVIDING FOR THE TERMS AND THE SALE OF THE BOND, NOTE OR OTHER OBLIGATION; PROVIDING FOR PREPAYMENT OF SAID BOND, NOTE OR OTHER OBLIGATION; PAYING THE COSTS OF ISSUANCE THEREOF; PRESCRIBING THE FORM AND CERTAIN DETAILS OF THE BOND, NOTE OR OTHER OBLIGATION; PLEDGING CERTAIN TAX REVENUE AND OTHER REVENUE TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BOND, NOTE OR OTHER OBLIGATION AS THE SAME BECOME DUE; LIMITING PAYMENT OF THE BOND, NOTE OR OTHER OBLIGATION TO SUCH TAX REVENUES; CREATING AND ESTABLISHING FUNDS AND ACCOUNTS; DELEGATING, AUTHORIZING AND DIRECTING THE TREASURER OF THE AUTHORITY TO EXERCISE HIS OR HER INDEPENDENT DISCRETION AND JUDGMENT IN DETERMINING AND FINALIZING CERTAIN TERMS AND PROVISIONS OF THE BOND, NOTE OR OTHER OBLIGATION NOT SPECIFIED HEREIN; APPROVING THE REDEVELOPMENT CONTRACT; TAKING OTHER ACTIONS AND MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE FOREGOING; PROVIDING FOR THIS RESOLUTION TO TAKE EFFECT; AND RELATED MATTERS BE IT RESOLVED by the members of the Community Redevelopment Authority of the City of Grand Island, Nebraska, as follows: Section 1. The members of the Community Redevelopment Authority of Grand Island, Nebraska (the “Authority”) hereby find and determine (a) that The Community Redevelopment Authority of the City of Grand Island, Nebraska, (the “City”) has been duly created by ordinance for purposes of assisting with redevelopment of blighted and substandard real estate located within the City; that the Authority has and may exercise all of the powers of a redevelopment authority provided for under the Community Development Law of the State of Nebraska; that there has been prepared a redevelopment plan, entitled “Redevelopment Plan Amendment, Grand Island CRA Area 33, August 2021”, including the Site Specific Legacy 34 2022 redevelopment plan amendment” (the “Plan”) for the redevelopment of the real estate described in the Plan as the “Project Area” (hereinafter in this Resolution referred to as the “Redevelopment Project Area”); (b) that prior to the recommendation or approval of the Plan the Redevelopment Project Area was declared blighted and substandard by action of the Mayor and Council of the City; (c) that the City has had in effect its general plan for the development of the City from the time prior to the preparation of the Plan; (d) that the Plan was prepared by the Redeveloper (as defined below) and Grand Island Regular Meeting - 11/10/2021 Page 75 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 2 submitted to the Planning Commission of the City which commission held a public hearing on the Plan with notice was given by publication prior to such hearing strictly in accordance with the Nebraska Community Development Law and approved after such hearing and thereafter recommended by the Authority to the Mayor and Council of the City; (e) that on the ____ day of __________, 2021, the Mayor and Council of the City held a public hearing on the Plan for which notice was given by publication prior to such hearing strictly in accordance with the Nebraska Community Development Law and, after such hearing, the Mayor and Council gave their approval to the Plan; (f) that the Plan, among other things, calls for the redevelopment of the Redevelopment Project Area by the subdivision of undeveloped and vacant land and construction of related improvements including site preparation and infill and related street, storm and sanitary sewers, water lines and other utility extensions and parking facilities (all as described in the Plan, the “Project”); (g) that Innate Development 2, LLC, a Nebraska limited liability company (hereafter referred to as the “Redeveloper”) is interested in the redevelopment of the Redevelopment Project Area and the Redeveloper has undertaken and is currently incurring costs and is undertaking preliminary steps related to construction and rehabilitation as provided for in the Plan and the Authority has previously communicated its willingness to assist such redevelopment in order to encourage the providing of employment and the economic development of the City as well as for the redevelopment of a blighted and substandard area of the City; (h) that the Authority and the Redeveloper are about to enter into an agreement entitled “Redevelopment Contract” (as approved in Section 13 of this Resolution and incorporated by reference herein) and under the terms of the Redevelopment Contract, the Authority agrees to assist the Redeveloper with grant assistance to pay part of the cost of the Project and for such purpose it is necessary for the Authority to authorize the issuance and sale of its tax increment revenue note, with principal purchase price to be paid by the Redeveloper in accordance with the terms of the Redevelopment Contract; (i) that all conditions, acts and things required by law to exist or to be done precedent to the authorizing of the Authority’s tax increment revenue note as provided for in this Resolution do exist and have been done as provided by law. Section 2. Pursuant to and in full compliance with the Community Development Law, Section 18-2125, R.R.S. Neb. 2012, and this Resolution, and for purpose of providing funds to pay for completing the Project and for costs of issuing the Note, the Authority shall issue the Note in a principal amount not to exceed $14,430,226. The Note shall be designated as “Tax Increment Development Revenue Note of the Community Redevelopment Authority of the City of Grand Island, Nebraska (Innate Development 2, LLC Redevelopment Project ),” shall have an appropriate series designation as determined by the Treasurer of the Authority (the “Agent”), shall be dated the date the Note is initially issued and delivered, which shall be the date of the first deposit of proceeds of that series in the Project Fund (defined below) as further described below “Date of Original Issue,” shall mature, subject to right of prior redemption, not later than December 31, 2043, and shall bear interest (computed on the basis of a 360-day year consisting of twelve, 30-day months) at an annual rate of zero percent (0.0%). The Note shall be issued as a single Note as further described below. Any Note issued pursuant to this Resolution shall only be due and payable to the extent moneys are available therefor in accordance with the terms of this Resolution. The Note, together with the interest thereon, is a special, limited obligation of the Authority payable solely from the Revenue (defined as (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 of Grand Island Regular Meeting - 11/10/2021 Page 76 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 3 Nebraska, and (2) in Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, and (b) all payments made in lieu thereof) 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 be liable for the payment thereof out of any money of the Authority or the City other than the 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. The Note shall be dated the Date of Original Issue and shall be issued in installments to the purchaser thereof, as 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” (the Treasurer of the Authority, in his or her capacity as registrar and paying agent for the Note). The Note shall be issued as a single Note. 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 Planning Director of the City and an authorized representative of the Redeveloper, (i) certifying that a portion of the Project has been substantially completed and (ii) certifying the actual costs incurred by the Redeveloper in the completion of such portion of the Project. (b) If the costs requested for reimbursement under the Disbursement Request are currently reimbursable under Exhibit D of Redevelopment Contract and the Community Grand Island Regular Meeting - 11/10/2021 Page 77 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 4 Development 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 2(b), deposits to the accounts in the Project Fund may be made from time to time from funds received by the Authority from the owner of the Note (if other than the Redeveloper) in the amounts necessary to pay amounts requested in properly completed, signed and approved written Disbursement Requests as described herein. Such amounts shall be proceeds of the Note and the Authority shall inform the Registrar in writing of the date and amount of such deposits. At the option of the Authority, if the Redeveloper is the owner of the Note, the Authority shall make a grant to Redeveloper in the amount of the approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. The Registrar shall keep and maintain a record of the amounts deposited into the Project Fund from Note proceeds pursuant to the terms of this Resolution as “Principal Amount Advanced” and shall enter the aggregate principal amount then Outstanding as the “Cumulative Outstanding Principal Amount” on its records maintained for the Note. The aggregate amount deposited into the Project Fund from proceeds of the Note shall not exceed $14,430,226. 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. The Note shall be dated the Date of Original Issue, which shall be the initial date of a deposit of the proceeds of the Note in the Project Fund. Interest on the Cumulative Outstanding Principal Amount of the Note from the Date of Original Issue or the most recent Interest Payment Date to which interest has been paid or duly provided for on each respective series, is payable on each Interest Payment Date until the principal of the Note has been paid, whether at maturity or upon earlier redemption; provided, however, if any interest on the Note is in default, such Note shall bear interest from the date to which interest has been paid. Both the principal of and interest on the Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. Payments of interest on the 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 and the interest thereon 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. In the event that payments of interest due on the Note on an Interest Payment Date are not timely made, such interest shall cease to be payable to the owner thereof as of the Record Date for such Interest Payment Date and shall be payable to the owner as of a special record date for Grand Island Regular Meeting - 11/10/2021 Page 78 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 5 payment of defaulted interest to be designated by the Registrar whenever money for the purpose of paying such defaulted interest becomes available. The Note shall be executed by the manual signatures of the Chair and Secretary of the Authority and the original, official seal of the City shall be impressed or printed thereon. 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. The Agent 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 as set forth above, (2) the maturity date of the Note, which shall be not later than December 31, 2043, (3) the initial Interest Payment Date and (4) any other term of the Note not otherwise specifically fixed by the provisions of this Resolution. Any Note issued upon transfer or exchange of any other Note shall be dated as of the Date of Original Issue. The Note shall be issued to such owner as shall be mutually agreed between the Redeveloper and the Authority 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 Authority to demonstrate compliance with all applicable laws. 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. The Note shall be issued in registered form. The Agent is hereby designated as paying agent and registrar for the Note (the “Agent” or “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. The interest due on each interest payment date prior to maturity shall be payable to the registered owner of record as of the fifteenth day of the calendar month immediately preceding the calendar month in which such interest payment date occurs (the “Record Date”), subject to the provisions of Section 4 hereof. Payments of interest due on the Note, except for payments due on final maturity date, or other final payment, shall be made by the Authority by mailing or delivering a check or draft in the amount then due for interest on the Note to the registered owner of the Note, as of the Record Date for such interest payment date, to such owner’s registered addresses as shown on the books of registration as required to be maintained in Section 3 hereof. Payments of principal and interest due at final maturity or other final payment shall be made by the Authority to the registered owner upon presentation and surrender of the Note to the Authority at the Authority’s offices at City Hall in the City of Grand Island, Nebraska. The Authority and the Agent may treat the registered owner of the Note as the absolute owner of the Note for the purpose of making payments thereon and for all other purposes and neither the Authority nor the Agent shall be affected by any notice or knowledge to the contrary, whether the Note or any installment of interest due thereon shall be overdue or not. All payments on account of Grand Island Regular Meeting - 11/10/2021 Page 79 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 6 interest or principal made to the registered owner of the Note in accordance with the terms of this Resolution shall be valid and effectual and shall be a discharge of the Authority and the Agent, in respect of the liability upon the Note or claims for interest to the extent of the sum or sums so paid. Section 3. The Agent shall keep and maintain for the Authority books for the registration and transfer of the Note at the Authority’s offices at City Hall in Grand Island, Nebraska. The name and registered address of the registered owner of the Note (including notation of any pledgee as may be requested by the Redeveloper) shall at all times be recorded in such books. 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, or (2) a protest of the valuation of the Redevelopment Project Area 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. The Authority and the Agent shall not be required to transfer the Note during any period from any Record Date until its immediately following interest payment date or to transfer the Note when called for redemption, in whole or in part, for a period of 15 days next preceding any date fixed for redemption or partial redemption. Section 4. In the event that payments of interest due on the Note on any interest payment date are not timely made, such interest shall cease to be payable to the registered owner as of the Record Date for such interest payment date and shall be payable to the registered owner of the Note as of a special date of record for payment of such defaulted interest as shall be designated by the Authority whenever monies for the purpose of paying such defaulted interest become available. Section 5. At any time, the Authority shall have the option of prepaying in whole or in part principal of the Note. Any such optional prepayment of principal shall be accompanied by an Grand Island Regular Meeting - 11/10/2021 Page 80 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 7 amount equal to all accrued but unpaid interest on the principal amount being prepaid. Notice of any optional redemption for the Note shall be given at the direction of the Authority by the Agent by mail not less than 15 days prior to the date fixed for redemption, first class, postage prepaid, sent to the registered owner of the Note at said owner’s registered address. Notice of call for redemption may be waived in writing by any registered owner. In the event of prepayment in whole the Note shall be cancelled. The determination of the amount and timing of any optional redemption of the Note shall be in the absolute discretion of the Authority. The records of the Authority shall govern as to any determination of the principal amount of the Note outstanding at any time and the registered owner shall have the right to request information in writing from the Authority at any time as to the principal amount outstanding upon the Note. Section 6. The Note shall be in substantially the following form, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution and with such additional changes as the Agent may deem necessary or appropriate: (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 RESOLUTION NO. ____________ OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. Grand Island Regular Meeting - 11/10/2021 Page 81 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 8 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 (INNATE DEVELOPMENT 2, LLC REDEVELOPMENT PROJECT ), SERIES 2021 No. R-1 Up to $14,430,226.00 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2043* 0.0% REGISTERED OWNER: Innate Development 2, 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 Chair 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) Chair By: (manual signature) Secretary Grand Island Regular Meeting - 11/10/2021 Page 82 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 9 * or, if sooner, fifteen years after the last effective date established under the terms of the Redevelopment Contract and amendments thereto. 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, 2024, 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 $14,430,226. This Note is a special limited obligation of the Authority payable as to principal and interest solely from and is secured solely by the Revenue (as defined in the Resolution) and certain other money, funds and securities pledged under the Resolution, all on the terms and conditions set forth in the Resolution. The Revenue represents that portion of ad valorem taxes levied by public bodies of the State of Nebraska, including the City, on real property in the Project Area (as defined in this Resolution) which is in excess of that portion of such ad valorem taxes produced by the levy at the rate fixed each year by or for each such public body upon the valuation of the Project Area as of a certain date and as has been certified by the County Assessor of Hall County, Nebraska to the City in accordance with law. Reference is hereby made to the Resolution for the provisions, among others, with respect to the collection and disposition of certain tax and other revenues, the special funds charged with and pledged to the payment of the principal of and interest on this Note, the nature and extent of Grand Island Regular Meeting - 11/10/2021 Page 83 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 10 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 Treasurer of the City as to the principal amount issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding Principal Amount of this Note for all purposes. Reference is hereby made to the Resolution, a copy of which is on file in the office of the City Clerk, and to all of the provisions of which each Owner of this Note by its acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for this Note; the Revenue and other money and securities pledged to the payment of the principal of and interest on this Note; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Resolution may be amended or supplemented with or without the consent of the Owner of this Note; the rights, duties and obligations of the Authority and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Resolution or be deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. This Note is subject to redemption prior to maturity, at the option of the Authority, in Grand Island Regular Meeting - 11/10/2021 Page 84 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 11 whole or in part at any time at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest on such principal amount to the date fixed for redemption. Reference is hereby made to the Resolution for a description of the redemption procedures and the notice requirements pertaining thereto. In the event this Note is called for prior redemption, notice of such redemption shall be given by first-class mail to the Registered Owner hereof at its address as shown on the registration books maintained by the Registrar not less than 10 days prior to the date fixed for redemption, unless waived by the Registered Owner hereof. If this Note, or any portion thereof, shall have been duly called for redemption and notice of such redemption duly given as provided, then upon such redemption date the portion of this Note so redeemed shall become due and payable and if money for the payment of the portion of the Note so redeemed and the accrued interest thereon to the date fixed for redemption shall be held for the purpose of such payment by the Registrar, interest shall cease to accrue and become payable hereon from and after the redemption date. This Note is transferable by the Registered Owner hereof in person or by its attorney or legal representative duly authorized in writing at the principal office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Note. Upon such transfer, a new Note of the same series and maturity and for the same principal amount will be issued to the transferee in exchange therefor. The Authority and the Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal of and interest due hereon and for all other purposes. This note is being issued as a registered note without coupons. This note is subject to exchange as provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Note have happened, do exist and have been performed in regular and due time, form and manner; that this Note does not exceed any constitutional, statutory or charter limitation on indebtedness; and that provision has been made for the payment of the principal of and interest on this Note as provided in this Resolution. [The remainder of this page intentionally left blank] Grand Island Regular Meeting - 11/10/2021 Page 85 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 12 (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 - 11/10/2021 Page 86 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 13 SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA INNATE DEVELOPMENT 2, LLC 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 - 11/10/2021 Page 87 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 14 Section 7. Pursuant to the provisions of Section 18-2147, R.R.S. Neb. 2012, and the terms of the Redevelopment Contract, effective dates for each Phase of the Project are to be determined by amendment to the Redevelopment Contract, and such effective date(s) are hereby confirmed (as determined pursuant to and set forth in the Redevelopment Contract, as amended) as the effective date(s) after which ad valorem taxes on real property located within each Phase of the Project Area may be apportioned pursuant to said Section 18-2147. From and after said effective date(s) that portion of the ad valorem taxes on all real estate located within each Phase of the Project Area which is described in subdivision (1)(b) of Section 18-2147, R.R.S. Neb. 2012, as amended (the “Project Area Tax Receipts”), shall be paid into the Note Fund (as defined in Section 16. below) to be held by the Agent. The Authority hereby pledges for the payment of the Note both principal and interest as the same fall due, equally and ratably, all Project Area Tax Receipts as so paid into the Note Fund as a prior and first lien upon said receipts for the security and payment of the Note. Monies held in the Note Fund shall be invested to the extent practicable and investment earnings on such monies shall be applied in the same manner as all other funds held in the Note Fund. The Authority hereby agrees that so long as any principal of the Note remains outstanding it will not issue any additional notes payable from the Project Area Tax Receipts without the written consent of the registered owner (including any pledgee) of the Note as then outstanding. The Authority further reserves the right to provide for payment of principal and interest on the Note from the proceeds of a refunding note or refunding notes. Monies held in the Note Fund shall be invested to the extent practicable and investment earnings on such monies shall be applied in the same manner as all other funds held in the Note Fund. As effective date(s) are determined pursuant to the terms of the Redevelopment Contract (and amendments), the Authority’s Secretary is hereby authorized and directed to give notice to the County Assessor and Treasurer of the provision of the Redevelopment Contract (and amendments) for dividing ad valorem taxes in accordance with the requirements of subdivision (3) of Section 18-2147, R.R.S. 2012. Section 8. The Note shall be executed on behalf of the Authority by its Chair and Secretary. Upon execution of the Note and compliance with all other provisions of this Resolution and the Redevelopment Contract, the Note shall be registered by the Agent in the name of the Redeveloper or its designee as the initial registered owner and shall be delivered in consideration of payment of the principal amount thereof to the Authority’s Treasurer in current bankable funds. The Redeveloper may request notation of a pledge interest in the Note on the records of the Agent. The initial purchaser (and any pledgee) shall be required to deliver an investment representation letter to the Agent. Such letter shall be satisfactory in form to the officers of the Authority, or any one or more of them, as advised by the Authority’s attorneys. Subject to Section 2 above, from such purchase price, the Authority is to make a grant to the Redeveloper in accordance with the terms of the Redevelopment Contract. Section 9. If the date for payment of the interest or principal on the Note shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Grand Island, Nebraska, are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. Grand Island Regular Meeting - 11/10/2021 Page 88 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 15 Section 10. The Secretary of the Authority shall make and certify one or more copies of the transcript of the proceedings of the Authority precedent to the issuance of the Note one of which copies shall be delivered to the City and held in its records pertaining to the Authority. Section 11. The Chair, Secretary and City Planning Director or any one of them are hereby authorized to take any and all actions, and to execute any and all documents deemed by them necessary to effect the transactions authorized by this Resolution. Section 12. The authorization for the Note provided for in this Resolution is based upon expectations as to completion of construction, valuation and proposed tax rates suggested by the Redeveloper. The Authority has given and hereby gives no assurances that such expectations will in fact be fulfilled and the Note is being issued with the understanding that the Redeveloper is the initial purchaser of the Note and any pledgee of the Redeveloper accepts and understands the risks related thereto. Section 13. The Redevelopment Contract between the Authority and the Redeveloper in the form presented is hereby approved. Notice of such contract shall be given immediately by the Authority’s Secretary to the Mayor and Council of the City of Grand Island and such contract proposal shall be executed and delivered by the Authority. The Chair (or in his absence, the Vice Chair), is hereby authorized to execute and deliver the Redevelopment Contract, in substantially the form presented but with any such changes as such executing officer shall determine appropriate, on behalf of the Authority. Section 14. If any section, paragraph, clause or provision of this Resolution shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Resolution. Section 15. Without in any way limiting the power, authority or discretion elsewhere herein granted or delegated, the Authority hereby (a) authorizes and directs the Planning Director, Agent, Clerk, Finance Director, City Attorney 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 their 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 Agent the right, power and authority to exercise his or her 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 Agent or by any such other officers, officials, employees or agents of the Authority of any such documents, instruments, certifications and opinions, or the doing by them of any act in connection with any of the matters which are the subject of this Resolution, shall constitute conclusive evidence of 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 Grand Island Regular Meeting - 11/10/2021 Page 89 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 16 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 Agent 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 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. Section 16. There is hereby created and established by the Authority 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 “Innate Development 2, LLC Redevelopment Project Note Fund” (the “Note Fund”). All of the Revenue shall be deposited into the Note Fund. The Revenue accumulated in the Note Fund shall be used and applied on the Business Day prior to each Interest Payment Date (i) to make any payments to the City or the Authority as may be required under the Redevelopment Contract and (ii) to pay principal of or interest on the Note to the extent of any money then remaining the Note Fund on such Interest Payment Date. Money in the Note Fund shall be used solely for the purposes described in this Section 16. All Revenues received through and including December 31, 2043 shall be used solely for the payments required by this Section 16; and (b) a special trust fund called the “Innate Development 2, LLC 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 in Section 2. If a sufficient amount to pay a properly completed Disbursement Request 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 Section 2., if the Redeveloper is the owner of the Note and the Redeveloper so elects, the Authority shall make a grant to Redeveloper in the amount of an approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. So long as the Note , or any interest thereon, remains unpaid, the money in the foregoing funds and accounts shall be used for no purpose other than those required or permitted by this Resolution, any Resolution supplemental to or amendatory of this Resolution and the Redevelopment Law. Section 17. 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. Grand Island Regular Meeting - 11/10/2021 Page 90 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 17 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 18. 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 19. 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 20. 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 except to the extent necessary for enforcement, by any trustee or receiver appointed by or pursuant to the provisions of this Resolution, or remedies under this Resolution. Section 21. Any Resolution of the Authority and any part of any resolution, inconsistent with this Resolution is hereby repealed to the extent of such inconsistency. Section 22. This Resolution shall take effect and be in full force from and after its passage by the members of the Community Redevelopment Authority of the City. Section 23. This Resolution shall be in force and take effect from and after its adoption as provided by law. Passed and Approved this ______________, 2021. (SEAL) Chair ATTEST: Secretary Grand Island Regular Meeting - 11/10/2021 Page 91 / 177 Innate Development 2 LLC Area 33 Legacy 34 2022 Bond 369 pg. 18 Grand Island Regular Meeting - 11/10/2021 Page 92 / 177 Community Redevelopment Authority (CRA) Wednesday, November 10, 2021 Regular Meeting Item I2 Redevelopment Plan Amendment Area 1 - Bartenbach Staff Contact: Grand Island Regular Meeting - 11/10/2021 Page 93 / 177 Redevelopment Plan Amendment Grand Island CRA Area 1 November 2021 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 THE BUILDING LOCATED AT 118 W 2nd STREET FOR COMMERCIAL AND RESIDENTIAL USES, INCLUDING 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 Bartenbach building located at 118 W. 2nd street. to create 5 new offices facing the private alley, along with resizing and building out the front six units fronting on to Locust street on the lower level of the building to allow for a mixed-use professional office space and retail space.The upper story will have 8- 1 bedroom/1 bath units, 1 2 bedrooms/1 bath unit and a two story loft with 3 bedrooms/2 baths.A rooftop terrace will be added for the second floor units to have a private outdoor space. This project would not be feasible without the use of TIF. Artisans' Alley LLC is the purchasing this building. They are purchasing the property for $550,000. The purchase price is included as an eligible TIF activity. 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, 2023 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 118 W. 2nd Street in Grand Island Nebraska. The actual legal will be provided with the master deed for the condominium. Legal Descriptions: The West 1/3 of Lot Six (6) and all of Lot Five (5) in Block Sixty- Six (66) in the Original Town, now City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 11/10/2021 Page 94 / 177 Existing Land Use and Subject Property Grand Island Regular Meeting - 11/10/2021 Page 95 / 177 The tax increment will be captured for the tax years the payments for which become delinquent in years 2023 through 2037 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 - 11/10/2021 Page 96 / 177 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 December 1, 2021 and passed Resolution 2022- 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 - 11/10/2021 Page 97 / 177 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 11/10/2021 Page 98 / 177 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 for $550,000. The estimated costs of rehabilitation of this property is $1,033,000. Other construction and soft cost is $265,000 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 included in the eligible expenses. The total of eligible expenses for this project exceeds $1,873,400. No property will be transferred to redevelopers by the Authority. The developer will provide and secure all necessary financing. Grand Island Regular Meeting - 11/10/2021 Page 99 / 177 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 $522,064 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, 2023 through December 2038. 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 Railside 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 - 11/10/2021 Page 100 / 177 8. Time Frame for Development Development of this project is anticipated to be completed by June 2022. Excess valuation should be available for this project for 15 years beginning with the 2023 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 new residential units in downtown Grand Island and with the goals of the 2020 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 $522,064 in public funds from tax increment financing provided by the Grand Island Community Redevelopment Authority will be required to complete the project. This property has requested a Façade grant. This investment by the Authority will leverage $1,867,800 in private sector financing; a private investment of $3.57 for every TIF or grant dollar invested. Use of Funds Source of Funds. Description TIF Funds Other Grants Private Funds Total Site Acquisition 522,064$27,936$$550,000 Legal and Plan* $5,600 $5,600 Renovation $ 98,0001,1 $98,0001,1 Other* $100,00 0 $100,000 Contingency $19,800 $19,800 TOTALS $522,064 $1,351,336 $1,873,400 Grand Island Regular Meeting - 11/10/2021 Page 101 / 177 *Other includes soft costs for private legal 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, 2022, valuation of approximately $340,367. Based on the 2020 levy this would result in a real property tax of approximately $7,408. It is anticipated that the assessed value will increase by $1,599,094 upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $34,804 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 2021 assessed value: $340,367 Estimated value after completion $1,939,461 Increment value $1,599,094 Annual TIF generated (estimated)$34,804 TIF bond issue $522,064 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $340,367 The proposed redevelopment will create additional valuation of $1,599,094. 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 - 11/10/2021 Page 102 / 177 (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 majority of the units 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 2015 to 2019 according the American Community Survey is 2.61. According to the 2010 census 19.2% of the population of Grand Island was between the ages of 5 and 18. 2020 census number for this population cohort are not yet available but 27.6% of the 2021 population is less than 18 years of age this is the same percentage as the under 18 age cohort in 2010. If the averages hold it would be expected that there would be a maximum of five school age children generated by this development though that is mitigated by the fact that that majority of these are small 1 bedroom units. According to the National Center for Educational Statistics the 2019-20 enrollment for GIPS was 10,070 students and the cost per student in 2017-18 was $12,351 of that $4,653 is generated locally. The Grand Island Public School System was notified on November 4, 2021 that the CRA would be considering this application at their November 10, 2021 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 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 June 2022. The base tax year should be calculated on the value of the property as of January 1, 2022. Excess valuation should be available for this project for 15 years beginning in 2023 with taxes due in 2024. 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 $522,064 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 $1,867,800.00 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 - 11/10/2021 Page 103 / 177 Grand Island Regular Meeting - 11/10/2021 Page 104 / 177 Grand Island Regular Meeting - 11/10/2021 Page 105 / 177 Grand Island Regular Meeting - 11/10/2021 Page 106 / 177 Grand Island Regular Meeting - 11/10/2021 Page 107 / 177 Grand Island Regular Meeting - 11/10/2021 Page 108 / 177 Grand Island Regular Meeting - 11/10/2021 Page 109 / 177 Grand Island Regular Meeting - 11/10/2021 Page 110 / 177 Grand Island Regular Meeting - 11/10/2021 Page 111 / 177 Grand IslandRegular Meeting - 11/10/2021Page 112 / 177 Grand Island Regular Meeting - 11/10/2021 Page 113 / 177 Grand Island Regular Meeting - 11/10/2021 Page 114 / 177 Bartenbach Building 118 W 2nd-Artisan’s Alley LLC-Area 1 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 370 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, SUBMITTING A PROPOSED REDEVELOPMENT CONTRACT TO THE HALL COUNTY REGIONAL PLANNING COMMISSION FOR ITS RECOMMENDATION WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), pursuant to the Nebraska Community Development Law (the "Act"), prepared a proposed redevelopment plan (the "Plan") a copy of which is attached hereto as Exhibit 1, for redevelopment of an area within the city limits of the City of Grand Island, Hall County, Nebraska; and WHEREAS, the Authority is required by Section 18-2112 of the Act to submit said to the planning board having jurisdiction of the area proposed for redevelopment for review and recommendation as to its conformity with the general plan for the development of the City of Grand Island, Hall County, Nebraska; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: The Authority submits to the Hall County Regional Planning Commission the proposed Plan attached to this Resolution, for review and recommendation as to its conformity with the general plan for the development of the City of Grand Island, Hall County, Nebraska. Passed and approved this 10th day of November, 2021 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By___________________________ Chairperson ATTEST: __________________________ Secretary Grand Island Regular Meeting - 11/10/2021 Page 115 / 177 Bartenbach Building 118 W 2nd-Artisan’s Alley LLC-Area 1 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 371 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, PROVIDING NOTICE OF INTENT TO ENTER INTO A REDEVELOPMENT CONTRACT AFTER THE PASSAGE OF 30 DAYS AND OTHER MATTERS WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), has received an Application for Tax Increment Financing under the Nebraska Community Development Law (the “Act”) on a project within Redevelopment Area, from Artisan’s Alley LLC, (The "Developer") for redevelopment of the Bartenbach building at 118 W. 2nd Street in the city limits of the City of Grand Island, as set forth in Exhibit 1 attached hereto area; and WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), is proposing to use Tax Increment Financing on a project within Redevelopment Area 1; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: Section 1. In compliance with section 18-2114 of the Act, the Authority hereby gives the governing body of the City notice that it intends to enter into the Redevelopment Contract, attached as Exhibit 1, with such changes as are deemed appropriate by the Authority, after approval of the redevelopment plan amendment related to the redevelopment project described in the Redevelopment Contract, and after the passage of 30 days from the date hereof. Section 2. The Secretary of the Authority is directed to file a copy of this resolution with the City Clerk of the City of Grand Island, forthwith. Passed and approved this 10th day of November, 2021. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By ___________________________ Chairperson ATTEST: ___________________ Secretary Grand Island Regular Meeting - 11/10/2021 Page 116 / 177 Bartenbach Building 118 W 2nd-Artisan’s Alley LLC-Area 1 Exhibit 1 Legal Description: The west ½ of Lot 6 and all of Lot 5 of Block 66 Original Town in the City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 11/10/2021 Page 117 / 177 Community Redevelopment Authority (CRA) Wednesday, November 10, 2021 Regular Meeting Item I3 Redevelopment Plan Amendment CRA Area 6 - Mesner - 620 W. State Street Staff Contact: Grand Island Regular Meeting - 11/10/2021 Page 118 / 177 Redevelopment Plan Amendment Grand Island CRA Area 6 June 2014 Amended November 2021 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 infrastructure redevelopment related projects in Area 6. Executive Summary: Project Description THE ACQUISITION OF PROPERTY AT FIVE POINTS EAST OF BROADWELL AVENUE AND NORTH OF STATE STREET BY THE DEVELOPER AND SUBSEQUENT SITE PREPARATION, DEMOLITION, UTILITY IMPROVEMENTS, LANDSCAPING AND PARKING IMPROVEMENTS NECESSARY FOR BUILDING A NEW GROCERY STORE, INLINE RETAIL SPACE AND RESTAURANT SPACE RESIDENTIAL DEVELOPMENT INCLUDING UP TO 70 TOWNHOUSES IN 2 AND 3 UNIT CONFIGURATIONS AT THIS THE LOCATION IDENTIFIED. The use of Tax Increment Financing (“TIF”) to aid in the acquisition of property, demolition of existing structures, necessary site work and installation of public utilities and street improvements necessary to redevelop this site. The use of TIF makes it feasible to complete all of the phases of the proposed project within the timeline presented. This project could not be completed without the use of 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, 2016 towards the allowable costs and associated financing for the acquisition and site work for the development of the grocery store. The CRA intends to pledge the ad valorem taxes generated up to 15 years for each of the proposed townhomes on the expanded site. 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 at the northeast corner of Broadwell Avenue and State Street in northeast Grand Island including the attached map identifies the subject property and the surrounding land uses: Grand Island Regular Meeting - 11/10/2021 Page 119 / 177 Legal Descriptions Lot 3 of Skag-Way Subdivision and Lot 1 of Skag- Way Second Subdivision. Grocery Store on Lot 1 of Skag-Way Fourth Subdivision, Townhomes to be developed on Lot 2 of Skag-Way Fourth Subdivision, Lots 1 and 2 of Nattrass Subdivsion and Lot 9 of Home Subdivision Grand Island Regular Meeting - 11/10/2021 Page 120 / 177 Original Redevelopment Plan Area Grand Island Regular Meeting - 11/10/2021 Page 121 / 177 Existing Land Use Map as Amended November 2021 Grand Island Regular Meeting - 11/10/2021 Page 122 / 177 The tax increment will be captured for the tax years the payments for which become delinquent in years 2017 through 2030 inclusive on the grocery store. It is anticipated that the increment on the townhouses will be capture over a period not to exceed 20 years with no portion extending over 15 years beginning in 2023. 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, 2016 for the grocery store and as determined by the contract for the townhouses. 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. Grand Island Regular Meeting - 11/10/2021 Page 123 / 177 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 (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. The Hall County Regional Planning Commission held a public hearing at their meeting on December 1, 2021 and passed Resolution 2022- 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 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. b. Demolition and Removal of Structures: The project to be implemented with this plan does intend several structures along on the subject property to be removed or demolished. The structures to be demolished are all non-residential in nature and use. No additional structures will need to be demolished for the development of the townhouses. c. Future Land Use Plan See the attached map from the 2004 Grand Island Comprehensive Plan. The site is planned for 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 - 11/10/2021 Page 124 / 177 City of Grand Island Future Land Use Map from Original Plan Grand Island Regular Meeting - 11/10/2021 Page 125 / 177 City of Grand Island Future Land Use Map for Amended Area d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. Grand Island Regular Meeting - 11/10/2021 Page 126 / 177 The area is zoned B2- General Business zone, R2 Low Density Residential and R3 Medium Density Residential.No zoning changes are anticipated with this project.No changes are anticipated in street layouts or grades.The property identified for the townhouse development will likely be changed to an R3 Medium Density Residential District or R3-SL Medium Density Small Lot District and a street will be extended through the development between State Street and Wheeler Avenue. 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 remove all of the structures on the subject property in two phases. The buildings on Lot 3 of Skag-Way Subdivision will be demolished and a new grocery store will be constructed at that location, fuel pumps will be added near Broadwell Avenue and after the construction of the new store the old store will be demolished and the site will be prepared for additional retail and restaurant space to be constructed at a time when the market allows for said construction. The property is zoned B2 and could accommodate a building of up to 100% of the property. The area east of the grocery store identified for townhouse development in this plan would be rezoned to accommodate the development of the townhomes. An R3 or R3-SL zoning district would allow up to 50% of each lot to be developed with buildings. [§18-2103(b) and §18-2111] f. Additional Public Facilities or Utilities Sewer and water are available to support this development. Water mains will have to be extended throughout the site to support the configuration of the proposed development. New water and sewer services may be required for this building. Water mains and sewer mains will need to be extended for the townhouse development. Electric service will also need to be extended through the area. 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] Barry Sandstrom, Chairman of the Grand Island Community Redevelopment Authority, is President of Home Federal Bank in Grand Island and Home Federal has a branch office and an ATM on the property. Mr. Sandstrom will recuse himself from action on this Grand Island Regular Meeting - 11/10/2021 Page 127 / 177 application. As of this amendment, Mr. Sandstrom is no longer a member of the CRA and no members of the CRA or employees hold any interest in this project. 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 redevelopment for $2,600,000 in October of 2014 provided that TIF is available for the project as define. The cost of property acquisition is being included as a TIF eligible expense. Costs for site preparation, utility and parking improvements are estimated at $3,004,953 as related to the demolition and site preparation are included as a TIF eligible expense. It is estimated based on the proposed increased valuation of $4,416,000 will result in $1,600,000 of increment generated over a 15 year period, substantially less than the TIF allowable expenses. Mesner Development will be acquiring the property identified for townhouses as part of the eligible activities for this development. The TIF granted on the first project did not cover the full cost of acquisition so the cost of Lot 2 of Skag-Way Fourth Subdivision can be included as an eligible expense with the other properties that make this project feasible. 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 $1,600,000 from the proceeds of the TIF Indebtedness issued by the Authority. This indebtedness will be repaid from the Tax Increment Revenues generated from the project. TIF revenues shall be made available to repay the original debt and associated interest after January 1, 2016 through December 2030 for the grocery store phase of this project. The developer will provide all necessary financing for the townhouse phase of the project as described in this amended plan. The Authority will assist the project by granting the sum of $1,779,000 from the proceeds of the TIF Indebtedness issued by the Authority. This indebtedness will be repaid from the Tax Increment Revenues generated from the project. TIF revenues shall be made available to repay the original debt and associated interest after January 1, 2023 through December 2043 c. Statement of feasible method of relocating displaced families. No families will be displaced as a result of this plan. Grand Island Regular Meeting - 11/10/2021 Page 128 / 177 7. Section 18-2113 of the Act requires: Prior to recommending a redevelopment plan to the governing body for approval, an authority shall consider whether the proposed land uses and building requirements in the redevelopment project area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and harmonious development of the city and its environs which will, in accordance with present and future needs, promote health, safety, morals, order, convenience, prosperity, and the general welfare, as well as efficiency and economy in the process of development, including, among other things, adequate provision for traffic, vehicular parking, the promotion of safety from fire, panic, and other dangers, adequate provision for light and air, the promotion of the healthful and convenient distribution of population, the provision of adequate transportation, water, sewerage, and other public utilities, schools, parks, recreational and community facilities, and other public requirements, the promotion of sound design and arrangement, the wise and efficient expenditure of public funds, and the prevention of the recurrence of insanitary or unsafe dwelling accommodations or conditions of blight. The Authority has considered these elements in proposing this Plan Amendment. This amendment, in and of itself will promote consistency with the Comprehensive Plan, in that it will allow for the utilization of and redevelopment of commercial lots. This will not significantly impact traffic at the Five Points intersection. 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. New residential construction between the grocery store and Wheeler Avenue north of Blessed Sacrament Church will utilize property that has been in the City Limits and largely vacant for more than 60 years. This is infill development of housing near community services such as banking, groceries, churches and existing parks. 8. Time Frame for Development Development of phase one of this project (including construction of the new grocery store) is anticipated to be completed between October of 2014 and October of 2015. Demolition of the existing Skagway store and preparation of the eastern portion of the site for further development will occur after the opening of the new store. Excess valuation should be available for this project for 15 years beginning with the 2016 tax year. Phase one of the project was completed as expected. Phase two including in line retail and restaurant uses did not materialize as marketability of this property for those purposes was not feasible. This amended plan would allow phase two to include development of up to 70 townhouses and include additional property that was not in the original plan. 9. Justification of Project Skagway has been a commercial anchor for the Five Points neighborhood since the 1950’s. This redevelopment and reinvestment by AWG at this location represents a great Grand Island Regular Meeting - 11/10/2021 Page 129 / 177 opportunity to strengthen and sustain this neighborhood commercial development. This is infill development in an area with all city services available. This project does not propose to tear down any buildings with historic value. Phase two of this project as shown in this amended plan would add up to 70 townhouses some potentially developed with low income housing tax credits. This would transition the commercial node at the Five Points intersection with the residential to the north and east of the site and provide needed housing in the community as infill development using vacant property with the ability to extend services. At this time housing is a critical need in Grand Island and across the state of Nebraska. 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 AWG-Skagway North Redevelopment Project, including: Project Sources and Uses. Approximately $1,600,000.00 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 $14,430,000.00 in private sector financing; a private investment of $9.02 for every TIF dollar investment. Use of Funds. Description TIF Funds Private Funds Total Site Acquisition $1,600,000 $1,000,000 $2,600,000 Site preparation $3,004,953 Legal and Plan Building Costs Phase 1 $4,725,000 $4,725,000 Phase 2 $3,000,000 $3,000,000 Fuel Center $500,000 $500,000 Personal Property $1,000,000 $1,000,000 Soft Costs $1,200,000 $1,200,000 TOTALS $1,600,000 $14,429,953 $16,029,953 Project Sources and Uses Phase 2. Approximately $1,779,000.00 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 $14,609,018 in private sector financing; a private investment of $8.25 for every TIF dollar investment. Grand Island Regular Meeting - 11/10/2021 Page 130 / 177 Use of Funds. Description TIF Funds Private Funds Total Site Acquisition 484,000$ $ 484,000 Building Costs $ - Market Rate Units $ 6,080,000 $ 6,080,000 LIHTC Units $ 8,529,018 $ 8,529,018 Sewer $ 361,176 $ 361,176 Water $ - Electric $ 72,000 $ 72,000 Public Streets/Sidewalks $ 488,378 $ 488,378 Site preparation/Dirt Work $ 179,000 $ 179,000 Architecture/Engineering $ 80,000 $ 80,000 Legal/TIF Contract -$ $ - Contingency Reserves 102,855$ $ 102,855 $ - Total $ 1,767,409 $ 14,609,018 $ 16,376,427 Source of Funds Tax Revenue Phase 1.The property to be redeveloped is anticipated to have a January 1, 2014, valuation of approximately $3,442,551. Based on the 2013 levy this would result in a real property tax of approximately $75,783. It is anticipated that the assessed value will increase by $4,416,000, upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $97,200.00 annually adjusted with a 2% appreciation in value for 15 years resulting in $1,600,000 of increment over the 15 year period. The tax increment gained from this Redevelopment Project Area would not be available for use as city general tax revenues, for a period of 15 years, or such shorter time as may be required to amortize the TIF bond, but would be used for eligible private redevelopment costs to enable this project to be realized. Estimated 2014 assessed value: $ 3,442,551.00 Estimated value after completion $ 7,858,035.00 Increment value $ 4,415,484.00 Annual TIF generated (estimated) $ 97,200.00 TIF bond issue $ 1,600,000.00 Tax Revenue Phase 2. The property to be redeveloped for townhouses is anticipated to have a January 1, 2021, valuation of approximately $574,685. Based on the 2020 levy this would result in a real property tax of approximately $12,508. It is anticipated that the assessed value will increase by $14,514,333, upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $319,557 annually or an increment of $4,793,348 over the 15 year period. The tax increment gained from this Redevelopment Project Area would not be available for use as city general tax revenues, for a period of 15 years, or such shorter time as may be required to amortize the TIF bond, but would be used for eligible private redevelopment costs to enable this project to be realized. Estimated 2021 assessed value: $ 574,685 Grand Island Regular Meeting - 11/10/2021 Page 131 / 177 Estimated value after completion $ 15,089,018 Increment value $ 14,514,333* Annual TIF generated (estimated) $ 319,557 TIF bond issue $ 1,767,409 *This is a market rate increment value and if LITHC is used for the project the actual annual revenues generated would likely be reduced by as much as half. Phase 1 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $3,442,591. The proposed demolition, new parking lot and renovations at this location will result in an additional $4,415,444 of taxable valuation based on an analysis by the Hall County Assessor’s office. No tax shifts are anticipated from the project. The project creates additional valuation that will support taxing entities long after the project is paid off. (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 protect and enhance the existing employment within the Project Area by maintaining a grocery store at this location. Additional employment is anticipated with the inline retail and restaurant also proposed at this site. At project stabilization employment is expected to increase to 28 full time equivalent employees. Temporary construction employment will increase during the construction. The construction period is expected to exceed 12 months. (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 Grand Island Regular Meeting - 11/10/2021 Page 132 / 177 This facility could draw employees from other similar facilities within the City. The latest available labor statistics show that the Grand Island labor pool is 27,961 with a 3.3% unemployment rate1. (e) Any other impacts determined by the authority to be relevant to the consideration of costs and benefits arising from the redevelopment project. This will provide appropriate development at a key entrance into the City of Grand Island. Five Points is an iconic location in Grand Island. This redevelopment plan will result in substantial new construction in the neighborhood. Skagway has been a key business at the Five Points location for more than 60 years. This site has had a neighborhood grocery store since before the area to the north and east was developed. Redevelopment of this site will preserve this neighborhood commercial district and strengthen and preserve the surrounding residential values. Personal property in the project is subject to current property tax rates. Personal property for the Project is estimated at $1,000,000 resulting in an estimated personal property tax for the first year of operations of $22,000. Personal property tax is not subject to TIF and will be paid to the normal taxing entities. There will additionally be more city sales taxes paid to the city of Grand Island as a result of new taxable sales at the restaurant and inline stores. Phase 2 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $574,685. The proposed redevelopment at this location will result in an additional $14,514,333 of taxable valuation based on an analysis by the Hall County Assessor’s office. The project creates additional valuation that will support taxing entities long after the project is paid off and provide housing in the next four years. (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. This development may have an impact on the schools in the area as further discussed below. Fire and police protection are available and should not be significantly impacted by this development but all new development does create potential issues for staffing and response. 1 https://neworks.nebraska.gov Labor Force, Employment and Unemployment for Grand Island City in May 2014 Grand Island Regular Meeting - 11/10/2021 Page 133 / 177 (c) Impacts on employers and employees of firms locating or expanding within the boundaries of the area of the redevelopment project; The proposed project will provide either workforce housing for employees in the area or potentially retirement housing for older citizens of Grand Island that would be moving out of existing homes making those available to new residents. Housing is a major concern for all expanding employers in 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 The proposed project will provide either workforce housing for employees in the area or potentially retirement housing for older citizens of Grand Island that would be moving out of existing homes making those available to new residents. Housing is a major concern for all expanding employers in the City of Grand Island. (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 2015 to 2019 according the American Community Survey is 2.61. 70 additional households would house 182 people. According to the 2010 census 19.2% of the population of Grand Island was over 4 years old and under 18 years old. 2020 census number for this population cohort are not yet available but 27.6% of the 2021 population is less than 18 years of age this is the same percentage as the under 18 age cohort in 2010. If the averages hold it would be expected that there would be an additional 35 school age children generated by this development. Given the nature of the units ( a maximum of 70- 2 bedroom townhomes) proposed these numbers are likely to be significantly less than for detached single family development. If this develops as proposed with at a rate of around 16 unit per year for 4 years approximately 9 children could be added to the school age population every year with this development. These 9 children will likely be spread over the full school age population from elementary to secondary school. According to the National Center for Educational Statistics2 the 2019-20 enrollment for GIPS was 10,070 students and the cost per student in 2017-18 was $12,351 of that $4,653 is generated locally. The Grand Island Public School System was notified on November 4, 2021 that the CRA would be considering this application at their November 10, 2021 meeting. (f) Any other impacts determined by the authority to be relevant to the consideration of costs and benefits arising from the redevelopment project. Grand Island Regular Meeting - 11/10/2021 Page 134 / 177 The proposed development will provide workforce housing in the short term. This is infill development that will utilize property within the city limits that has been undeveloped. Time Frame for Development Development of phase 1 of this project is anticipated to be completed during between October 2014 and October of 2015. The base tax year should be calculated on the value of the property as of January 1, 2015. Excess valuation should be available for this project for 15 years beginning with the 2016 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 $1,600,000 the projected amount of increment based upon the anticipated value of the project and current tax rate. 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 $5,000,000 on TIF eligible activities. Development of phase 2 of this project is anticipated to be completed between 2022 and 2025. The base tax year will be set with contract amendments based on the completion of structures. Excess valuation should be available for this project for 15 years beginning with the 2023 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 $1,767,409 based upon the anticipated value of the project and current tax rate. Grand Island Regular Meeting - 11/10/2021 Page 135 / 177 BACKGROUND INFORMATION RELATIVE TO TAX INCREMENT FINANCING REQUEST Project Redeveloper Information Business Name: Mesner Developn1ent Co. Address: 1415 16th St., Suite 200, PO Box 335, Central City, NE 68826 Telephone No.: _3_08_-_94_6_-3_8_2_6______ Fax No.: 308-946-3827 Email: cliff@mesnerlaw.com Contact: Clifford Mesner Application Submission Date: ________________ Brief Description of Applicant's Business: Mesner Development is a real estate development company, focused on affordable and workforce Il0using. (See attached business resume.) Legal Description/Address of Proposed Project See Attached Community Redevelopment Area Number Form Updated 7-25-2019cn Page 11 Grand Island Regular Meeting - 11/10/2021 Page 136 / 177 Present Ownership Proposed Project Site: Blessed Sacrament Church, a Nebraska Non-Profit Corporation and Ken-Ray LLC Is purchase of the site contingent on Tax Increment Financing Approval? Yes IZI NoD Proposed Project: Building square footage, size of property, description of buildings materials, etc. Please attach site plan, if available. 32 Townhomes in 16 duplexes. Each unit is 1,450 sq. ft. with 2 bedroom, two bathroom, 2 car garage. Subject to L1HTC financing, 38 Townhomes in 6 triplexes. Each unit is 1,120 sq. ft. with 2 bedroom, single bath and a single car garage. If L1HTC financing is not available this will be approximately 24 townhomes in duplex form. See attached If Property is to be Subdivided, Show Division Planned: VI. Estimated Project Costs: Acquisition Costs: $ See Attached A. Land B. Building $_---- Construction Costs: A. Renovation or Building Costs: $_---- B. On-Site Improvements: Sewer $_---- Water $_---- Electric $_---- Gas $_---- Public Streets/Sidewalks $_---- Form Updated 7-25-2019cn Page 12 Grand Island Regular Meeting - 11/10/2021 Page 137 / 177 & 1. Form Updated 7 -25-2019cn $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- $_--- 13 Grand Island Regular Meeting - 11/10/2021 Page 138 / 177 G. Nebraska Housing Trust Fund $_---- H. Other $_---- Name, Address, Phone & Fax Numbers of Architect, Engineer and General Contractor: Engineer: Advance Consulting Engineering Services 133 W. Washington St., PO Box 218 West Point, N E 68788 402-372-1923 Contractor: Estimated Real Estate Taxes on Project Site Upon Completion of Project: (Please Show Calculations) With LlHTC 34 units valued at $180,000 times a tax levy of 2.1766 is $3,918 per unit or $133,208 annually. 32 Low Income Housing Tax Units are taxed differently based on income and will likely produce $20,000 a year in real estate tax. If Tax units are not built, there will be 24 additional market rate units. If valued at $180,000 which would produce $94,029 per year. Project Construction Schedule: Construction Start Date: Spring 2022 Construction Completion Date: 2025 If Phased Project: 2022 Year --------------------15 % Com plete 2023 Year --------------------45 0/0 Complete 2024 Year --------------------75 0/0 Complete 2025 Year--------------------100 0/0 Com plete Year--------------------0/0 Com plete Year--------------------0/0 Complete Form Updated 7-25-2019cn Page 14 Grand Island Regular Meeting - 11/10/2021 Page 139 / 177 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: We are requesting $1,779,000 for the purchase of land and infrastructure. Total land cost is $484,000 and the infrastructure costs are estimated at $1,295,000. Statement Identifying Financial Gap and Necessity for use of Tax Increment Financing for Proposed Project: We are proposing to build the same duplex units that we have built in Hasting, Norfolk, Schuyler and Holdrege. In Hastings, Norfolk and Holdrege we received TIF to buy the land and install the infrastructure. In Schuyler, the City provided free lots. Without the use of TIF our lot costs in Grand Island would be approximately, $35,000 per lot estimating interest costs on a four year build out. If we add $35,000 to the required sale price witl1 today's construction costs, we don't believe we hit the necessary target price point. Form Updated 7-25-2019cn Page 15 Grand Island Regular Meeting - 11/10/2021 Page 140 / 177 or Post Office Box 1968 Grand Island, Nebraska 68802-1968 Phone: 308 385·5240 Fax: 308 385-5423 Email: cnabity@grand-island.com Form UP(jate~a 7-25-2019cn 16 Grand Island Regular Meeting - 11/10/2021 Page 141 / 177 DEVELOPER RESUME CLIFF & KATHY MESNER are attorneys and real estate developers from Central City, Nebraska. They are the owners of Mesner Development Co., Mesner Law Office and Mesner Solar Development Co. The Mesners have developed affordable and workforce housing projects in Nebraska ahd Kansas for thirty years. The Mesners have experience in Low Income Housing Tax Credit developments, subdivision development, affordable and market rate housing, multifamily and single family housing, spec housing, student housing, new neighborhoods programs, the workforce housing initiative pilot program and the Rural Workforce Housing Fund. They have worked with local, state and federal agencies to bring housing investment dollars to communities across Nebraska and Kansas. The Mesners understand the importance of housing to the survival of all communities. Kathy has served many years on the Nebraska Commission on Housing and Homelessness and recently chaired the Housing Industry Council for Blueprint Nebraska. Rural Workforce Housing Fund (RWHF) • Mesner Development completed projects for four communities with the first round of RWHF. o Schuyler: 24 unit apartment building and 4 duplex townhomes o York: two 24 unit apartment buildings o Hastings: development of a subdivision including 20 townhomes o Holdrege: development of a subdivision including 6 townhomes • Mesner Development is doing projects in three other communities with funding from the second round of RWHF. (Schuyler, Aurora, Cozad) Low Income Housing Tax Credit (UHTC) • Mesner Development has developed 70 LlHTC projects in Nebraska and Kansas including seven in Grand Island (see attached list) Subdivision Development • Mesner Development Co. often opens new subdivisions in conjunction with its LlHTC projects, but has also developed new subdivisions for general market rate housing. Examples would include: o LaRue Subdivision a 200 lot subdivision in Grand Island developed with Ray O'Connor o NorPark Subdivision opened in 2019 in Norfolk, Nebraska using TIF o Osborne View Subdivision opened in Hastings in 2019 with RWHF & TIF o Crew Subdivision opened in Holdrege in 2020 with RWHF & TIF Other • Student housing for Central Nebraska Community College in Grand Island, Nebraska. • Single family residential housing in Central City, Nebraska, using CDBG funds and Tax Increment Financing. Grand Island Regular Meeting - 11/10/2021 Page 142 / 177 II II II II Cornerstone II III Ue'Jell~nrnelnt in Central KS KS Grand Island Regular Meeting - 11/10/2021 Page 143 / 177 LOW INCOME HOUSING TAX CREDIT PROJECTS D:EV'ELOPED BY MESNER D£VEI..OPMENT CO. #of Name Total Tax Credits We Units Manage xxx location Total Project Costs Used 16 Lone Tree Village, inc. $ 896,000.00 $ 68,750.00 Central Nebraska 2 8 St. Paul Inc. $ 444,100.00 $ 33,841.00 St Nebraska 3 18 Beloit Tax Credit Housing $ 1,753,731.00 $ 145,490.00 Beloit, Kansas 8 Downs Rentals, LLC $ 1,371,600.00 $ 115,974.00 Downs, Kansas 5 16 Bader North Apts., lP $ 1,317,457.00 $ 106,544.00 Central City, Nebraska () 12 The Oaks, LP. $ 977,675.00 $ 77,432.00 Kansas HOi 7 18 West Side LP. $ 1,528,907.00 $ 119,002.00 Goodland, Kansas 12 Prairie Villas, LP $ 1,043,330.00 $ 82,209.00 Kansas HOi 9 8 Albion Manor, lP $ 793,250.00 $ 64,000.00 Albion, Nebraska 10 12 Apartments, LlC $ 1,277,936.00 $ 91,624.00 Kansas HOi 11 10 North Side Apartments, LLC $ 1,053,743.00 $ 76,890.00 Phillipsburg, Kansas 12 10 Meadowview Place, LLC $ 1,027,769.00 $ 79,044.00 Ellis, Kansas HOI 13 12 LlC $ 1,201,288.00 $ 88,806.00 HOI 14 10 ivory Street Apartments, LlC $ 899,000.00 $ 66,871.00 Oakley, Kansas 15 12 Walnut Creek Apartments, LLC $ 1,428,764.00 $ 108,840.00 Great Bend, Kansas 16 12 Walnut Glenn Apartments, LlC $ 1,301,967.00 $ 101,086.00 Great Bend, Kansas HOI Grand Island Regular Meeting - 11/10/2021 Page 144 / 177 #of Units We Project Name Manage xxx Location Total Project Costs Total Tax Credits Used 17 10 Horseshoe Bend Villas Sutton, Nebraska $ 1,135,209.00 $ 68,761.00 18 8 2 CenterView Place, LLC Smith Center, Kansas $ 1,281,558.00 $ 98,167.00 19 10 Street of Dreams, LLC Larned, Kansas $ 1,453,420.00 $ 111,062.00 HOI 20 12 Southeast Villa, LLC Central City, N E $ 1,563,903.00 $ 123,597.00 21 18 Creekside Place, LLC Great Bend, Kansas $ 2,241,530.00 $ 171,675.00 HOI 22 40 xxx 40 Windridge Townhomes, LLC Grand Island, Nebraska $ 5,461,555.00 $ 438,501.00 23 12 Sunrise Ridge Townhomes, LLC Anthony, Kansas $ 1,416,262.00 $ 110,886.00 24 16 Sunrise East, LLC Holdrege, Nebraska $ 2,502,159.00 $ 185,918.00 25 12 Cheyenne Ridge, LLC Hoisington, Kansas $ 1,748,165.00 $ 132,297.00 HOI 26 18 xxx 18 Windridge Townhomes II, LLC Grand Island, NE $ 2,849,183.00 $ 314,920.00 27 6 Larned Dream Homes, LLC Larned, Kansas $ 1,359,482.00 $ 135,273.00 28 21 Legend Oaks, LLC Lexington, NE $ 2,915,107.00 $ 324,331.00 29 13 xxx 13 Jefferson Square, LLC Gothenburg, NE $ 1,823,975.00 $ 108,607.00 30 13 xxx 13 Ridgewood CROWN, LLC Grand Island, NE $ 2,918,660.00 $ 165,205.00 31 16 Tennessee Town II, LLC Topeka, KS $ 1,910,141.00 $ 160,000.00 32 66 Echo Ridge, LLC Topeka, KS $ 12,819,000.00 $ 500,000.00 Grand Island Regular Meeting - 11/10/2021 Page 145 / 177 #of Units We Project Name Manage xxx Location Total Project Costs Total Tax Credits Used 33 12 Hearthstone, LLC Larned, KS $ 2,035,806.00 $ 230,367.00 HOI 34 12 xxx 12 Westridge CROWN, LLC Grand Island, NE $ 2,799,856.00 $ 154,959.00 35 12 xxx 12 Rolling Hills Townhomes, LLC Ord, NE $ 1J95,909.00 $ 111,989.00 36 18 Sunrise Lane, LLC Holdrege, NE $ 2,761,279.00 $ 194,084.00 37 4 6 Hampton West, LLC Lyons, KS $ 1,996,298.00 $ 214,531.00 HOI 38 24 xxx 24 Stonewood Townhomes, LLC Grand Island, NE $ 3,821,362.00 $ 373,337.00 39 12 St. Paul Cottages, LLC St. Paut NE $ 1,906,166.00 $ 194,360.00 40 32 xxx 32 Southwood Estates, LLC Hastings, NE $ 4,720,890.00 $ 521,709.00 41 30 xxx 30 Stonewood Townhomes II, LLC Grand Island, NE $ 4,557,252.00 $ 452,188.00 42 22 Bedford Place, LLC Great Bend, KS $ 3564,885.00 $ 384,000.00 HOI 43 12 Ark River North, LLC Sterling, KS $ 1,959A87.00 $ 172,959.00 HOI 44 23 House to Home Rv/Escalade Kansas City, KS $ 5,669,610.00 $ 499,346.00 45 18 Legend Oaks II, LLC Lexington, NE $ 2,593,935.00 $ 266,018.00 46 14 River Road Townhomes, LLC Waterloo, N E $ 2,294,638.00 $ 201,115.00 47 20 Shady Bend Villas, LLC Grand Island, NE $ 3,768,925.00 $ 382,193.00 48 12 MeadowBrooks, LLC Larned KS $ 2,018,140.00 $ 173,231.00 HOI Grand Island Regular Meeting - 11/10/2021 Page 146 / 177 #of We Project Name Total Tax Credits Units Manage xxx Location Total Project Costs Used 49 16 xxx 16 Clary Village, LLC McCook, NE $ 2,689,931.00 $ 247,822.00 50 24 xxx 24 Emerson Estates, LLC Hastings, NE $ 3,876,181.00 $ 357,167.00 51 12 Eastwood Apartments, LLC Hoisington, KS $ 2,077,712.00 $ HOI 173,943.00 52 16 xxx 16 Quillan Courts, LLC McCook, NE $ 3,455,853.00 $ 309,353.00 53 16 Windhaven Estates, LLC Holdrege, NE $ 3,161,967.00 $ 268,989.00 54 14 Kracl Meadows, LLC Schuyler, !\IE $ 2,927,323.00 $ 220,027.00 55 28 xxx 28 Eastside Estates, LLC Hastings, N E $ 5,019,164.00 $ 459,190.00 56 12 Delaware Place, LLC Valley Falls, KS $ 2,322,440.00 $ 179,000.00 57 20 xxx 20 Southview Estates, LLC Wayne, NE * $ 3,717,795.00 $ 274,634.00 58 16 Kensington Square, LLC Great Bend, KS $ 2,946,382.00 $ HOI 283,173.00 59 14 Ybarra Place II, LLC Topeka, KS $ 3,079,753.00 $ 326,531.00 60 20 Eastridge Villas Scott City, KS $ 3,982,125.00 $ HOI 385,521.00 61 30 xxx 30 Osborne View Estates, LLC Hastings, NE * $ 5,358,256.00 $ $ 374,575.00 374,575.00 Federal State 62 20 xxx 20 Horizon Estates, LLC Holdrege, NE * $ 3,745,435.00 $ $ 253,043.00 253,043.00 Federal State 63 32 xxx 32 Columbus Cherry Creek, LLC * Columbus, NE $ 4,485,600.00 $ $ 321,124.00 321,124.00 Federal State 64 34 xxx 34 FRC Housing -Hosp Rehab Columbus, NE * $ 7,503,505.00 $ $ 480,943.00 480,943.00 Federal State Grand Island Regular Meeting - 11/10/2021 Page 147 / 177 #of Units We Name Manage xxx location Total Costs Total Tax Credits Used 65 20 Hidden Brook Towmhomes Fremont, NE $ $ $ Federal State 66 20 Hidden Brook Towmhomes II Fremont, NE $ $ 255,899.00 $ Federal State 67 18 xxx 18 Fremont Northside Townhomes Fremont NE $ $ $ 228,175.00 Federal State 68 24 Quail Cove Great KS $ $ 69 15 xxx 15 Gatewood NE $ $ $ 201,290.00 Federal State 70 28 Park Great Bend, KS' Grand Island Regular Meeting - 11/10/2021 Page 148 / 177 legal description: lots One (1) And Two (2) Nattrass Subdivision Grand Island, Hall County, Nebraska, and lot Nine (9), In Home Subdivision, In The City Of Grand Island, Hall County, Nebraska. and lot 2 Skag-way Fourth Subdivision in the City of Grand Island, Hall County, Nebraska Grand Island Regular Meeting - 11/10/2021 Page 149 / 177 PROPOSED PROJECT in oe"elc)pe!o in LaRue Subdivision. 150 peCIPle on Grand Island Regular Meeting - 11/10/2021 Page 150 / 177 Grand Island Regular Meeting - 11/10/2021 Page 151 / 177 ....:c .c x W : I I II I : ) I 1/" I /I " ~ \ . \ \ \,~ / ·r--------·······-··-·---· _____________________• ______.___ _____ ._____________.It ___________ _ ----------.L......------>t:-l~:;:;;=~~:t;:F:=~q±:::===#::=~~~~~~---~-~-;:;:;:---~-=---~---~___~ L __ _ ________ -..-___~ \ I r Grand Island Regular Meeting - 11/10/2021 Page 152 / 177 IExhibit C t f;! ~ ~ >~ ~'~ ~r.; 1'IXl\I R~~,jo(> ~ 1O'~~1'H I, I..; I 1 ttl I I _~_______________t_ 1 ~ n ..uzq.{) r--------------------i I I I I I I I I I I I I I 1 ItO.1 I n'-"'" ~"&' c·~~ ~,,-j ~r..il C·:!,.~ ~ .Q~ I i,'\t I I ~I 1 1 1 1 1 1 1 .~ ~ ~ "HIH :::~!-~ m~? XIi.~: II "I" -1'-0' ~l lI!.ur. ~~.IHO. K 16'-1" wm2l!.!l I~H~ MAIN fWOR Pt..AN :':::PU:l/"I" -I'-{),' ~1~1S?,rf. .Li'.IIi:L l1!<8$:1.rI. 16'-'1" LttttttttttttttttttttttttLLLLLLLLL LLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL LLLLLLLLLLLLLLLL'~ LLLLLLLLLLLLLLL LLLLLLLLLLLLLLLL29:on2LLLLLLLLLLLLLLL LLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL LLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL Jt/.'~-"t11 LLLLLLLLLLLLLCCLLLLLLLLLLLLLLLLLLL LLLL! _U_LLLLLLI'!1.hk,-!-!-~~l I ~!-k_~..J,_!-~!-!-~LL .l.9W1'Q?iIo\ 16·' Xzs.·o; prti!lifx.lll 1f·"~ V"j _t _______________~- ~ r"l"" :iii: I I L ~W~ f&li! ]2oo1 O'iI-<J r--------------------i I I I I I I I I I I I I I I ItO.1 I ~' ~ ;n'-4" i ~ ~ ~ ~ ~ Grand Island Regular Meeting - 11/10/2021 Page 153 / 177 IExhibit 0 5-484B 20'-B" \~ , \ '\ DININI'A ROOM ,~X Il-7 LLLLLLLLLLLLLL LLLLLLLLLLLLLL LLLLLLLLLLLLLL LLLLLL~LLLLLLLLLLL LLLLLLLLLL~~ LLLLL LLLLLLLLLLLLLL LLLLLLLLLLLLLL LLLLLLLLLLLLLL LLLLLLLLLLLLLL LLLLLLLLLLLLLL ~ 3WROOM #2 10 -OX 12-10 BW!(QOM #~ 10-0 X 12 -7 -El\ MA5ffR [jfll1(OOM II -I X 17-8 M~N fLOOR PLAN 5C/U; 1/ 4" ~ 1'-0" , \ , \ , 6-1 X 11 -0 \t-', /, ,£ L.IVINUROOM 12-8 X 19-2 , '" .... """--_-r. L.f\Ui\tJRY _~-7 XIO-I O / /' I /' J /' / , ' G~f ~ / 22-0 X22-0 '\ / , , -$----~=nL~f----~ ! () \ M;lJN fL <i'C!i;: 1,,99;0, ff. ~466;o, f[, 17'--1" , I r--------------------~ I : ~ I\ 1 t\1, I I,\ 1 1 \ , \ 1 I 116,1 I ' ----------n,~-"-------!1' -B" Grand Island Regular Meeting - 11/10/2021 Page 154 / 177 Grand Island Regular Meeting - 11/10/2021 Page 155 / 177 Grand Island Regular Meeting - 11/10/2021 Page 156 / 177 Grand Island Regular Meeting - 11/10/2021 Page 157 / 177 Grand Island Regular Meeting - 11/10/2021 Page 158 / 177 Grand Island Regular Meeting - 11/10/2021 Page 159 / 177 Grand Island Regular Meeting - 11/10/2021 Page 160 / 177 VI. Estimated Project Costs: Acquisition Costs: A. Land B. Building Subdivision Development Costs A. Renovation or Building Costs: Market Rate Townhomes LI HTC Project B. On-Site Improvements: Sewer Water Electric Gas Public Streets/Sidewalks Private Streets Trails Grading/DirtworklFill Demolition Other Total Soft Costs: A. Architectural & Engineering Fees: B. Financing Fees: C. Legal D. Developer Fees: E. Audit Fees F. Contingency Reserves: G. Other (Please Specify) TOTAL Subdivision Development Cost Market Rate Townhomes Building Costs LI HTC Properties Development Costs TOTAL Project Costs Total Estimated Market Value at Completion: Market Rate Units LlHTC TOTAL 484,000 361,176 72,000 488,378 179,000 80,000 102,855 1,767,409 6,080,000 8,529,018 16,376,427 6,560,000 8,529,018 15,089,018 Grand Island Regular Meeting - 11/10/2021 Page 161 / 177 Grand Island Regular Meeting - 11/10/2021 Page 162 / 177 Pro Formas The construction pro forma is for the market rate units. It shows the infrastructure and townhome build out and sale as anticipated by quarter. The second set shows a typical LlHTC project. It is anticipated that we would likely have to build in two phases to get funding, so we are showing an 18 unit pro forma. Two pages show anticipated costs including the many program costs required by a LlHTC project. The third page shows the anticipated operating budget. Grand Island Regular Meeting - 11/10/2021 Page 163 / 177 Trinity Heights Subdivision Q42021 Q2 2022 Q32022 Q42022 Q12023 Q22023 Q32023 Q42023 Cash Out Land acquisition -$484,000 Infrastucture -$1,283,409 Phase I construction -$1,560,000 -$1,560,000 Phase II construction -$1,560,000 -$1,560,000 phase III construction N/A I nterest Cost $0 $0 $0 -$9,750 -$16,622 -$15,330 $0 RWHF repayment -$500,000 -$1,500,000 Cashin TIF Bonds $1,767,409 I Phase I sales $840,000 $2,520,000 Phase II sales $1,680,000 $1,680,000 Phase III N/A -RWHF advances $484,000 $1,283,409 $232,591 ~ -.. . ~. ~ ;:.:=~....... Outstanding (Principal) I Profit ~ $0 $0 _$440,000 ~80,000 -$1,329,750 -$1,226,372 $438,299 $438,299 Grand Island Regular Meeting - 11/10/2021 Page 164 / 177 Amortized or Actual or Est. (9% Credit) expended (Non-Allowable 20% Fremont -Northside Project Costs Eligible Basis Eligible) limit Dev/Cont Land Existing structures Demolition (New) Site work Other Other Other Other Other Water/sewer/streeUland Dirt work, water,sewer, storm New building hard costs On Site Private Drive & Cotingency Site work/Parking -new site Accessory Building General requirements' Construction contingency Architect design Architect supervision Survey / Engineer Fees GeoTek Soils report Construction loan interest Origination fee Credit enhancement fee Construction Period Taxes #Bridge loan expense STATE TAX CREDITS FEES Property appraisal Tax credit fees' Environmental study Market study Other -Internet Installation * Fee back in Kelby Fee * Contractor overhead * Contractor profit * Developer overhead * DeveloRer fee Title and recording Bond premium Credit report Pre-Pay NIFA Compliance .015 & IA.O Perm. loan enhancement Miscellaneous Costs Counsel fee Organizational-Syndication costs Title and recording Rent-up reserves Operating reserves Other_Cost Certification Other -Accountant Other: HOME Reserve Page 1 Grand Island Regular Meeting - 11/10/2021 Page 165 / 177 Total residential costs: Total residential costs: (Deduct from basis:) All grant proceeds used to finance costs in eligible basis Non-qualified non-recourse financing Non-qualified portion of higher quality units (Section 42(d)(5)) Historic credits (on residential portion only) TOTAL ELIGIBLE BASIS High cost area adjustment (130%) TOTAL ADJUSTED ELIGIBLE BASIS Multiplied by the applicable fraction TOTAL QUALIFIED BASIS Multiplied by the Applicable Percentage TOTAL AMOUNT OF ANNUALTAX CREDIT REQUESTED TOTAL CREDITS Going rate for credits Syndicator Pays for Credit Adjusted Eligible Basis Maximum allowable for Developer, Contractor overhead & profit; Gen'l Requirements & Consultant fees general requirements * Developer overhead * Consultant * Tax credit consultant fee * Contractor overhead * Contractor profit * Developer fee Unclaimed FEE 4,137,816 2,757,468 (9% Credit) Eligible Basis 2,757,468 0 0 0 0 2,757,468 1.2 3,308,962 100% 3,308,962 9.00% 1,380,347 2,298,025 2,757,468 STATE TAX ( 0 0 0 0 2,757,468 1.2 3,308,962 100% 3,308,962 9.00% 297,807 226641 297,807 1,949,113 2,978,066 86.00% 2,561,136 856,703 1,786,839 63.00% 1,125,709 2,298,025 24% 2009 change was 20% 551,526 137,268 0 0 0 54,907 137,268 130,000 459,444 92,082 2009 change Not included prior tl 0 Page 2 Grand Island Regular Meeting - 11/10/2021 Page 166 / 177 ---- Proforma -18 Units.xls LlHTC 2 bdrm Triplex Rent 2 bdrm Triplex Rent 3 bdrm -Triplex Rent 3 bdrm Triplex Rent 3 bdrm Triplex Rent Occueanc;i o 0 Project Costs 4,137,816 Loan Rate 4.950% Inc. Inflation 2% 310 645 Exp Inflation 3% o 0 385 475 State Credits 0.63 856,703 o 0 440 625 Sale of Credits 0.860 1,949,113 Term in Months 360 o 7 Disaster/HOME 0.00% Loan payment 2,642 795 745 0 1 1--1st Mortgage l AHP 495,000 750,000 18.13% Annual Credits 3.26 100% 297,807 Per unit 580 530 MHEG /DDF loan 93% Deferred Fee 79,250 87,000 MDC Deferred Fee ODeratin 4,585 0.10 ~HTF o 0.00% 0.00 Cash Flow (0) , ••_ • __., • __• • __._ • __•••__._ • __._ '_' 0 • __. _ • __. _ . __ ._ • __.•. ___.._ . __.._ ___ ___. . _ LLC Receipts 2,994,947 123,262 125,727 128,242 130,807 133,423 136,091 138,813 141 ,590 144,421 147,310 150,256 153,261 156,326 159,453 162,642 I nterestlncome 9,354 385 I 393 401 409 417 425 434 442 451 460 469 479 488 498 508 Expenses Insurance (401,443) (14,940) (15,388) (15,850) (16,325) (16,815) (17,320) (17,839) (18,374) (18,926) (19,493) (20,078) (20,680) (21,301) (21,940) (22,598) Compliance Fee (2,800) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 MHEG Fee (31,128) (1,800) (1,836) (1,873) (1,910) (1,948) (1,987) (2,027) (2,068) (2,109) (2,151) (2,194) (2,238) (2,283) (2,328) (2,375) Snow, Lawn & Trash (241,833) (9,000) (9,270) (9,548) (9,835) (10,130) (10,433) (10,746) (11,069) (11,401) (11,743) (12,095) (12,458) (12,832) (13,217) (13,613) Maintenance & Repairs (386,933) (14,400) (14,832) (15,277) (15,735) (16,207) (16,694) (17,194) (17,710) (18,241) (18,789) (19,352) (19,933) (20,531) (21,147) (21 ,781) Utilities (84,642) (3,150) (3,245) (3,342) (3,442) (3,545) (3,652) (3,761) (3,874) (3,990) (4,110) (4,233) (4,360) (4,491) (4,626) (4,765) Transportation (34,824) (1,296) (1,335) (1,375) (1,416) (1,459) (1,502) (1,547) (1,594) (1,642) (1,691) (1,742) (1,794) (1,848) (1,903) (1,960) Management Fee (322,037) (13,254) (13,519) (13,789) (14,065) (14,347) (14,633) (14,926) (15,225) (15,529) (15,840) (16,157) (16,480) (16,809) (17,145) (17,488) Tenant Certification (14,510) (540) (556) (573) (590) (608) (626) (645) (664) (684) (705) (726) (747) (770) (793) (817) Accounting (78,193) (2,910) (2,997) (3,087) (3,180) (3,275) (3,373) (3,475) (3,579) (3,686) (3,797) (3,911) (4,028) (4,149) (4,273) (4,402) Advertising (24,183) (900) (927) (955) (983) (1,013) (1,043) (1,075) (1,107) (1,140) (1,174) (1,210) (1,246) (1 ,283) (1,322) (1,361) Taxes (324,057) (12,060) (12,422) (12,794) (13,178) (13,574) (13,981) (14,400) (14,832) (15,277) (15,736) (16,208) (16,694) (17,195) (17,711) (18,242) Internet 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Replacement Reserve (129,430) (7,812) (7,812) (7,812) (7,812) (7,812) (7,812) (7,812) (7,812) (7,812) (7,812) (7,812) (7,812) (7,812) (7,812) (7,812) Miscellaneous (31,326) l468) _ ~6r) (1,28111 (1,319)1 (1,35~ _ (1,4001. <1,±42) l1,4,!5) _ ---11,529) _(1,57~ ~23) _ U ,67.!) _ 0 .:Z21) (1,& _<182~ Capture & Reimburse Tax 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 TOTAL (2,107,340) (82,530) (85,006) (87,556) (89,792) (92,091) (94,457) (96,890) (99,393) (101,967) (104,616) (107,340) (110,142) (113,025) (115,990) (119,041) Reimbursement surplus to cash flow 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Income from Operations 41117 41114 41086 41424 41748 42060 42357 42639 42905 43154 43385 43598 43790 43961 44109 Loan Payments (634,119) (31 ,706) . (31 ,706) (31,706) (31,706) (31,706) (31,706) (31,706) (31,706) (31,706) (31,706) (31,706) (31 ,706) (31,706) (31,706) (31,706) 2nd Loan =3% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 kLC Cash Flow 262,843 9,411 9,408 9,381 9,718 10,042 10,354 10,651 10,933 11,199 11,448 11,680 11,892 12,084 12,255 12,403 I Deferred Dev Fee Loan (109,315) (7,288) (7,288) (7,288) (7,288) (7,288) (7,288) (7,288) (7,288) (7,288) (7,288) (7,288) (7,288) (7,288) (7,288) (7,288) Cash flow after deferred fee 153,528 2,124 2,121 2,093 2,430 2,755 3,066 3,363 3,645 3,911 4,161 4,392 4,604 4,796 4,967 5,115 Taxable Income Depreciation Debt Retired Taxable Income 1.34 -1.29Q.8 ---1.:lQ ~ 1.30 -1.31 -1.32 . 1d.3 -1M 1.,_~__-t.~5 T.~ 1.37 1.38 1.38 1.39 1.3912 1.50 1.48 1.47 1.46 1.45 1.45 1.44 1.43 1.42 1.41 1.40 1.40 1.39 1.38 1.37 Grand Island Regular Meeting - 11/10/2021 Page 167 / 177 References for projects in last five years City Contact Position Telephone Norfolk Andy Colvin City Administrator 402-844-2262 Columbus Don Heimes Manager Family Resource Center 402-910-1548 Fremont Brian Newton City Administrator 402-727-2610 Schuyler Brian Bywater City Housing Specialist 402-615-3653 York Lisa Hurley Executive Director York County Development Corp. 402-362-3333 Hastings Randy Chick Executive Director of Hastings CRA 402-469-0733 Holdrege Ron Tillery Executive Director Phelps County Development Corp. 308-995-4148 Cozad Jen McKeone Executive Director Cozad Development Corp. 308-784-8006 Wayne Wes Blecke City Administrator 402-375-1733 We also worked in the following Kansas communities. Contacts are available if needed. Valley Falls, KS Great Bend, KS Topeka, KS Great bend, KS Scott City, KS email acolvin@ci.norfolk.ne.us donheimes@yahoo.com brian.newton@fremontne.gov schuylerdevelopment@yahoo.com Lhurley@yorkdevco.com bidcra@gmail.com pcdc@phelpscountyne.com jen .cdc@cozadtel.net wblecke@cityofwayne.org Grand Island Regular Meeting - 11/10/2021 Page 168 / 177 Grand Island Regular Meeting - 11/10/2021 Page 169 / 177 Trinity Heights-Mesner Development Co.-Area 6 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 372 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, SUBMITTING A PROPOSED REDEVELOPMENT CONTRACT TO THE HALL COUNTY REGIONAL PLANNING COMMISSION FOR ITS RECOMMENDATION WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), pursuant to the Nebraska Community Development Law (the "Act"), prepared a proposed redevelopment plan (the "Plan") a copy of which is attached hereto as Exhibit 1, for redevelopment of an area within the city limits of the City of Grand Island, Hall County, Nebraska; and WHEREAS, the Authority is required by Section 18-2112 of the Act to submit said to the planning board having jurisdiction of the area proposed for redevelopment for review and recommendation as to its conformity with the general plan for the development of the City of Grand Island, Hall County, Nebraska; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: The Authority submits to the Hall County Regional Planning Commission the proposed Plan attached to this Resolution, for review and recommendation as to its conformity with the general plan for the development of the City of Grand Island, Hall County, Nebraska. Passed and approved this 10th day of November, 2021 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By___________________________ Chairperson ATTEST: __________________________ Secretary Grand Island Regular Meeting - 11/10/2021 Page 170 / 177 Trinity Heights-Mesner Development Co.-Area 6 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 371 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, PROVIDING NOTICE OF INTENT TO ENTER INTO A REDEVELOPMENT CONTRACT AFTER THE PASSAGE OF 30 DAYS AND OTHER MATTERS WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), has received an Application for Tax Increment Financing under the Nebraska Community Development Law (the “Act”) on a project within Redevelopment Area, from Mesner Development Co., (The "Developer") for redevelopment property for residential purposes located north of State Street and west of Wheeler Avenue in the city limits of the City of Grand Island, as set forth in Exhibit 1 attached hereto area; and WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), is proposing to use Tax Increment Financing on a project within Redevelopment Area 6; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: Section 1. In compliance with section 18-2114 of the Act, the Authority hereby gives the governing body of the City notice that it intends to enter into the Redevelopment Contract, attached as Exhibit 1, with such changes as are deemed appropriate by the Authority, after approval of the redevelopment plan amendment related to the redevelopment project described in the Redevelopment Contract, and after the passage of 30 days from the date hereof. Section 2. The Secretary of the Authority is directed to file a copy of this resolution with the City Clerk of the City of Grand Island, forthwith. Passed and approved this 10th day of November, 2021. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By ___________________________ Chairperson ATTEST: ___________________ Grand Island Regular Meeting - 11/10/2021 Page 171 / 177 Trinity Heights-Mesner Development Co.-Area 6 Secretary Exhibit 1 Legal Description: Lot 2 of Skag-Way Fourth Subdivision, Lots 1 and 2 of Nattrass Subdivsion and Lot 9 of Home Subdivision in the City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 11/10/2021 Page 172 / 177 Community Redevelopment Authority (CRA) Wednesday, November 10, 2021 Regular Meeting Item X1 Consideration of Approval of Sale property for right of way along Broadwell Avenue by Grand Island Christian True North Church to the State of Nebraska/City of Grand Island Staff Contact: Grand Island Regular Meeting - 11/10/2021 Page 173 / 177 November 5, 2021 From: Chad Nabity, AICP Director To: CRA Board Re: Approving Sale of Property at True North Church/Grand Island Christian for use as public right of way Overview In October of 2011, the CRA granted funds to aid in the demolition of a portion of and restore the façade of the old West Lawn School (Grand Island Christian School). As part of the grant the CRA was granted a deed of trust for $129,000, the cost of the demolition, to be forgiven on November 1, 2021. This deed of trust was to insure that the CRA was able to influence future ownership of the building during this time or recapture the expended funds if they were available. In June of 2015 the CRA approved a partial release of the deed of trust for one lot at the north end of the property that was acquired to relocate Waugh Street so that it would align properly with the driveway into the Super Saver site. Grand Island Christian Church sold this property to True North Church in 2016 and the CRA agreed to transfer the deed of trust to the new owners and subordinate the deed of trust to second position behind the first mortgage lender. This decision made the sale possible and continued the use and maintenance of the building at this prominent intersection. On November 3rd, 2021 Duane Burns the Trustee for the CRA filed a Deed of Conveyance releasing any interest the CRA holds in this this property per the terms of the agreement. In August of 2021, True North Church, the current owner of the property entered into an agreement to sell just over 2,800 square feet of their property along Broadwell Avenue for $15,500 to the State of Nebraska as part of the Five Points street improvement project. In October of 2021, representatives from True North Church contacted the CRA about this transaction. True North Church is asking the CRA to allow the sale of this property for road right of way for the Five Points street improvement project to be exempted from the terms of the deed of trust. The CRA did set a precedent in 2015 with the partial release of the deed of trust for the reconstruction of Waugh Street. The Five Points street improvement Grand Island Regular Meeting - 11/10/2021 Page 174 / 177 project has similar public safety impacts and can be considered in the same light. If the Church had insisted that the property be acquired by eminent domain or even delayed closing until after November 1 the CRA would have had no interest in the sale. Recommendation Staff is recommending that the CRA move to approve the sale of the property and exempt the proceeds from the sale of the property for public benefit in a manner consistent with the decision that was made in 2015 with the sale for Waugh Street. Grand Island Regular Meeting - 11/10/2021 Page 175 / 177 Community Redevelopment Authority (CRA) Wednesday, November 10, 2021 Regular Meeting Item X2 Proposed Facade Rubric Staff Contact: Grand Island Regular Meeting - 11/10/2021 Page 176 / 177 Redevelopment Area 1 2 4 5 6 Age of Bulding Façade Grant Requested Dollar Match that is improvements to building*30 points if 100% of the required match is improvements to the building Dollar match that is purchase of building** Has the property received a façade grant in the past? Is the grant request for $25,000 or less 10 point for projects requesting $25,000 or less Is the grant request for more than $100,000 -20 points for each $10,000 over $100,000 Is an archictect involved in the design? Did the architect attend the review meeting?10 points for Architect attending the review meeting. ** Purchase of building can be counted as match if the purchase occurred within 2 years of applying for façade grant * Documented costs of real property improvement in last 2 years can be applied as well as planned improvements to be completed in the same time frame as the façade. reduce by 3 pt for each 10% under required match and increase by 2 points for each 10% over 100% if improvements are less than required purchase of the property can count if purchase is 2 years or less from application date Up to 10 points with the oldest build getting 10 points and other buildings getting 1 point less for each decade of difference Applications not in one of these areas cannot be considered 10 points for letter from Architect recommending the design concept as appropriate for the building and area -10 points if this is a repeat request and the project was previously funded and completed Grand Island Regular Meeting - 11/10/2021 Page 177 / 177