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01-18-2023 Community Redevelopment Authority Regular Meeting Packet Community Redevelopment Authority (CRA) Wednesday, January 18, 2023 Regular Meeting Packet Board Members: Tom Gdowski - Chairman Jim Truell - Vice Chairman Sue Pirnie Bart Qualsett Krae Dutoit 4:00 PM Grand Island Regular Meeting - 1/18/2023 Page 1 / 211 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 - 1/18/2023 Page 2 / 211 Community Redevelopment Authority (CRA) Wednesday, January 18, 2023 Regular Meeting Item A1 Agenda - January 18, 2023 Staff Contact: Grand Island Regular Meeting - 1/18/2023 Page 3 / 211 Grand Island Regular Meeting - 1/18/2023 Page 4 / 211 Grand Island Regular Meeting - 1/18/2023 Page 5 / 211 COMMUNITY REDEVELOPMENT AUTHORITY AGENDA MEMORANDUM 4 p.m. Wednesday, January 18, 2023 2. APPROVAL OF MINUTES. The minutes of the Community Redevelopment Authority meeting December 27, 2022 are submitted for approval. A MOTION is in order. 3. APPROVAL OF FINANCIAL REPORTS. Financial reports for December 1-31 are included in the packet for review and approval. 4. APPROVAL OF BILLS. Payment of bills in the amount of $68,674.04 5. REVIEW OF COMMITTED PROJECTS AND CRA PROPERTIES. 6. REDEVELOPMENT CONTRACT AND BOND RESOLUTION AREA 1- LIVING WATERS 124 W 3RD STREET Concerning a redevelopment plan for CRA Area No. 1 for development of 3 upper story housing units at 124 W 3rd Street along. The plan requests $123,400 in tax increment financing along with associated interest on the TIF bonds. City Council approved the plan amendment and authorized the CRA to enter into a contract for this project. A MOTION to approve Resolution 420 is in order. 7. REDEVELOPMENT CONTRACT AND BOND RESOLUTION CRA AREA 16- LIBERTY CAMPUS, GI LLC Concerning a redevelopment plan for CRA Area No. 16 for development 48 one and two bedroom apartments at the former Veterans’ Home 2206 W. Capital Avenue. The plan requests $715,000 in tax increment financing along with associated interest on the TIF bonds. City Council approved the plan amendment and authorized the CRA to enter into a contract for this project. A MOTION to approve Resolution 421 is in order. 8. AMENDED REDEVELOPMENT CONTRACT AND BOND RESOLUTION CRA AREA 17- PRATARIA VENTURES LLC LOT 3 PRAIRIE COMMONS SECOND SUBDIVISION Concerning a redevelopment plan amendment for CRA Area No. 17 for development of a Medical Office Building in place of the planned Hotel at 3553 Prairieview Street. The amended plan requests $4,885,000 in tax increment financing along with Grand Island Regular Meeting - 1/18/2023 Page 6 / 211 associated interest on the TIF bonds for this amended phase of the development. City Council approved the plan amendment and authorized the CRA to enter into a contract for this project. A MOTION to approve Resolution 422 is in order. 9. DIRECTOR’S REPORT. 10. ADJOURNMENT Chad Nabity Director Grand Island Regular Meeting - 1/18/2023 Page 7 / 211 Community Redevelopment Authority (CRA) Wednesday, January 18, 2023 Regular Meeting Item B1 Meeting Minutes - December 27, 2022 Minutes Staff Contact: Grand Island Regular Meeting - 1/18/2023 Page 8 / 211 OFFICIAL PROCEEDINGS MINUTES OF COMMUNITY REDEVELOPMENT AUTHORITY MEETING OF December 27, 2022 Pursuant to due call and notice thereof, a Meeting of the Community Redevelopment Authority of the City of Grand Island, Nebraska was conducted on December 27, 2022 at City Hall, 100 E. First Street. Notice of the meeting was given in the December 20, 2022 Grand Island Independent. 1. CALL TO ORDER. Chairman Gdowski called the meeting to order at 4:00 p.m. The following members were present: Jim Truell, Sue Pirnie Chris Schwieger and Brian Mustion. Also present were: Planning Director Chad Nabity, Planning Administrative Assistant Norma Hernandez. 2. APPROVAL OF MINUTES. A motion for approval of the Minutes for the December 14, 2022 meeting was made by Mustion and second by Truell. Upon roll call vote, all present voted aye. Motion carried 4-0 (Pirnie absent) 3. REDEVELOPMENT CONTRACT AND RESOLUTION CRA AREA 28 – CONESTOGA MARKET PLACE DEVELOPMENT CONTRACT for TIF and EEA – Woodsonia Hwy 281 LLC a. Consideration of Resolution 419 – Resolution to approve the contract with Woodsonia Hwy 281 LLC and the City of Grand Island for the Conestoga Marketplace development located between Webb Road and U.S. Highway 281 north of 13th Street – Woodsonia Hwy 281 LLC. Nabity stated staff prepared a redevelopment contract including all of the elements of the approved redevelopment plan including the use of Tax Increment Financing, declaration of Enhanced Employment Area with an associated occupation tax and grants from the City of Grand Island, Grow Grand Island and the Community Redevelopment Authority of the City of Grand Island. A motion was made by Truell and second by Mustion to approve Resolution 419. Upon roll call vote, all present voted aye. Motion carried 4-0 (Pirnie absent) 4. ADJOURNMENT – 4:15 P.M. Respectfully Submitted, Norma Hernandez Grand Island Regular Meeting - 1/18/2023 Page 9 / 211 Community Redevelopment Authority (CRA) Wednesday, January 18, 2023 Regular Meeting Item C1 Financials - December 2022 Staff Contact: Grand Island Regular Meeting - 1/18/2023 Page 10 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED CONSOLIDATED Beginning Cash 818,795 946,468 REVENUE: Property Taxes - CRA 4,707 23,933 548,263 524,330 4.37% Property Taxes - Lincoln Pool 1,647 13,640 197,340 183,700 6.91% Property Taxes -TIF's 1,279 791,881 7,100,000 6,365,762 11.15% Loan Income (Poplar Street Water Line) - - 20,000 20,000 0.00% Interest Income - CRA 618 1,599 10,000 8,401 15.99% Interest Income - TIF'S - - - - Land Sales - - - - #DIV/0! Other Revenue - CRA 30,000 230,317 200,000 - 115.16% Other Revenue - TIF's - - - - TOTAL REVENUE 38,252 1,061,369 8,075,603 7,102,194 13.14% TOTAL RESOURCES 857,048 1,061,369 9,022,071 7,102,194 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 6,761 15,054 80,000 64,946 18.82% 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 47 65 500 435 13.00% Travel & Training - - 4,000 4,000 0.00% Other Expenditures - - - - Office Supplies 35 35 1,000 965 3.50% Supplies - - 300 300 0.00% Land 10,000 10,000 50,000 40,000 Bond Principal - Lincoln Pool - 195,000 190,000 - 102.63% Bond Interest - 2,340 7,340 5,000 31.88% Fiscal Agent Fees/Bond Costs 525 525 - - Husker Harvest Days - 200,000 200,000 - 100.00% Façade Improvement - - 370,000 370,000 0.00% Building Improvement 59,783 103,593 722,000 618,407 14.35% Other Projects - - 250,000 250,000 0.00% Bond Principal-TIF's - 788,642 7,100,000 6,311,358 11.11% Bond Interest-TIF's - - - - Interest Expense - - - - TOTAL EXPENSES 77,152 1,315,255 9,003,640 7,693,910 14.61% INCREASE(DECREASE) IN CASH (38,899) (253,885) (928,037) ENDING CASH 779,896 (253,885) 18,431 - CRA CASH 807,715 Lincoln Pool Tax Income Balance (58,120) TIF CASH 30,302 Total Cash 779,896 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 Grand Island Regular Meeting - 1/18/2023 Page 11 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 GENERAL OPERATIONS: Property Taxes - CRA 4,707 23,933 548,263 524,330 4.37% Property Taxes - Lincoln Pool 1,647 13,640 197,340 183,700 6.91% Interest Income 618 1,599 10,000 8,401 15.99% Loan Income (Poplar Street Water Line) - 20,000 20,000 0.00% Land Sales - - - #DIV/0! Other Revenue & Motor Vehicle Tax 30,000 230,317 200,000 - 115.16% TOTAL 36,973 269,488 975,603 736,432 27.62% GIRARD VET CLINIC Property Taxes - - TOTAL - - - - GEDDES ST APTS-PROCON Property Taxes - - TOTAL - - - - SOUTHEAST CROSSING Property Taxes - - TOTAL - - - - POPLAR STREET WATER Property Taxes 286 - TOTAL - 286 - - 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 1,932 - TOTAL - 1,932 - - STRATFORD PLAZA INC Property Taxes - - TOTAL - - - - COPPER CREEK 2013 HOUSES Property Taxes - - TOTAL - - - - Grand Island Regular Meeting - 1/18/2023 Page 12 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 FUTURE TIF'S Property Taxes - 7,100,000 7,100,000 TOTAL - - 7,100,000 7,100,000 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 2,512 (2,512) TOTAL - 2,512 - (2,512) 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 - - - TOTAL - - - - Grand Island Regular Meeting - 1/18/2023 Page 13 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 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 940 1,683 (1,683) TOTAL 940 1,683 - (1,683) Grand Island Regular Meeting - 1/18/2023 Page 14 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 EAST PARK ON STUHR Property Taxes 54,155 (54,155) TOTAL - 54,155 - (54,155) 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 730,043 (730,043) TOTAL - 730,043 - (730,043) 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 - - TOTAL - - - - GRAND ISLAND HOTEL Property Taxes - - TOTAL - - - - PARAMOUNT OLD SEARS Property Taxes - - TOTAL - - - - CENTRAL NE TRUCK WASH Property Taxes - - TOTAL - - - - PRATARIA VENTURES MEDICAL OFFICE Grand Island Regular Meeting - 1/18/2023 Page 15 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 Property Taxes - - TOTAL - - - - TALON 2020 LOOKBACK PHASE 4 Property Taxes - - TOTAL - - - - STAROSTKA 5TH ST LOOKBACK PHASE 1 Property Taxes - - TOTAL - - - - COPPER CREEK PHASE 2 2020 LOOKBACK Property Taxes 339 339 (339) TOTAL 339 339 - (339) COPPER CREEK PHASE 3 2020 LOOKBACK Property Taxes - - TOTAL - - - - HEDDE BUILDING 201 W 3RD Property Taxes - - TOTAL - - - - RAWR HOLDINGS LLC 110 W 2ND Property Taxes - - TOTAL - - - - ORCHARD REDEVELOPMENT PROJECT Property Taxes - - TOTAL - - - - AMUR REAL ESTATE OLD WELLS FARGO Property Taxes - - TOTAL - - - - WALD 12 PROPERTIES LLC Property Taxes - - TOTAL - - - - WING PROPERTIES 112 E 3RD ST Property Taxes - - TOTAL - - - - WEINRICH DEVELOPMENT 408 E 2ND ST Property Taxes - - TOTAL - - - - O'NEILL WOOD RESOURCES Property Taxes - - TOTAL - - - - SOUTHEAST COMMONS - FONNERVIEW Property Taxes - - TOTAL - - - - Grand Island Regular Meeting - 1/18/2023 Page 16 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 PARAMOUNT 824 E 9TH ST Property Taxes - - TOTAL - - - - J&L WESTWARD ENTERPRISES CAAP Property Taxes 931 (931) TOTAL - 931 - (931) MILLER TIRE Property Taxes - - TOTAL - - - - TOTAL REVENUE 38,252 1,061,369 8,075,603 7,046,768 13.14% - - - Grand Island Regular Meeting - 1/18/2023 Page 17 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 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 6,761 15,054 80,000 64,946 18.82% 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 47 65 500 435 13.00% Travel & Training - 4,000 4,000 0.00% Other Expenditures - - - #DIV/0! Office Supplies 35 35 1,000 965 3.50% Supplies - 300 300 0.00% Land 10,000 10,000 50,000 40,000 20.00% Bond Principal - Lincoln Pool 195,000 190,000 - 102.63% Bond Interest - Lincoln Pool 2,340 7,340 5,000 31.88% Fiscal Agent Fees/Bond Costs 525 525 - #DIV/0! PROJECTS Husker Harvest Days 200,000 200,000 - 100.00% Façade Improvement - 370,000 370,000 0.00% Building Improvement 59,783 103,593 722,000 618,407 0.00% Other Projects - 250,000 250,000 0.00% TOTAL CRA EXPENSES 77,152 526,612 1,903,640 1,382,553 27.66% 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 - 1/18/2023 Page 18 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 TOKEN PROPERTIES RUBY Bond Principal - - - TOTAL - - - - GORDMAN GRAND ISLAND Bond Principal - - - TOTAL - - - - BAKER DEVELOPMENT INC Bond Principal 1,932 - - TOTAL - 1,932 - - 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 2,512 - - TOTAL - 2,512 - - TC ENCK BUILDERS Bond Principal - - - TOTAL - - - - Grand Island Regular Meeting - 1/18/2023 Page 19 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 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 - 7,100,000 7,100,000 TOTAL - - 7,100,000 7,100,000 THINK SMART Bond Principal - - - TOTAL - - - BOSSELMAN HQ Bond Principal - - - TOTAL - - - TALON APARTMENTS 2017 Bond Principal - - - TOTAL - - - Grand Island Regular Meeting - 1/18/2023 Page 20 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 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 54,155 - - TOTAL - 54,155 - TAKE FLIGHT INVESTMENTS Bond Principal - - - TOTAL - - - PRATARIA VENTURES HOSPITAL Bond Principal 730,043 - - TOTAL - 730,043 - 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 - 1/18/2023 Page 21 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 GRAND ISLAND HOTEL Bond Principal - - - TOTAL - - - PARAMOUNT OLD SEARS Bond Principal - - - TOTAL - - - CENTRAL NE TRUCK WASH Bond Principal - - - TOTAL - - - PRATARIA VENTURES MEDICAL OFFICE Bond Principal - - - TOTAL - - - TALON 2020 LOOKBACK PHASE 4 Bond Principal - - - TOTAL - - - STAROSTKA 5TH ST LOOKBACK PHASE 1 Bond Principal - - - TOTAL - - - COPPER CREEK PHASE 2 2020 LOOKBACK Bond Principal - - - TOTAL - - - COPPER CREEK PHASE 3 2020 LOOKBACK Bond Principal - - - TOTAL - - - HEDDE BUILDING 201 W 3RD Bond Principal - - - TOTAL - - - RAWR HOLDINGS LLC 110 W 2ND ST Bond Principal - - - TOTAL - - - ORCHARD REDEVELOPMENT PROJECT Bond Principal - - - TOTAL - - - AMUR REAL ESTATE OLD WELLS FARGO Bond Principal - - - TOTAL - - - WALD 12 PROPERTIES LLC OLD GREENB Bond Principal - - - TOTAL - - - WING PROPERTIES 112 2 3RD ST Bond Principal - - - Grand Island Regular Meeting - 1/18/2023 Page 22 / 211 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET December-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF DECEMBER 2022 TOTAL - - - WEINRICH DEVELOPMENT 408 E 2ND ST Bond Principal - - - TOTAL - - - O'NEILL WOOD RESOURCES Bond Principal - - - TOTAL - - - SOUTHEAST COMMONS - FONNERVIEW Bond Principal - - - TOTAL - - - PARAMOUNT 824 E 9TH ST Bond Principal - - - TOTAL - - - J&L WESTWARD ENTERPRISES CAAP Bond Principal - - - TOTAL - - - MILLER TIRE Bond Principal - - - TOTAL - - - TOTAL EXPENSES 77,152 1,315,255 9,003,640 8,482,553 14.61% Grand Island Regular Meeting - 1/18/2023 Page 23 / 211 Community Redevelopment Authority (CRA) Wednesday, January 18, 2023 Regular Meeting Item D1 CRA January 2023 Bills Staff Contact: Grand Island Regular Meeting - 1/18/2023 Page 24 / 211 Grand Island Regular Meeting - 1/18/2023 Page 25 / 211 Community Redevelopment Authority (CRA) Wednesday, January 18, 2023 Regular Meeting Item E1 December 2022 - Committed Projects and CRA Properties Staff Contact: Grand Island Regular Meeting - 1/18/2023 Page 26 / 211 COMMITTED PROJECTS REMAINING GRANT AMOUNT 2023 FISCAL YR 2024 FISCAL YR 2025 FISCAL YR ESTIMATED COMP Take Flight - 213 W 3rd St (10/25/21) $ 49,000.00 $ 49,000.00 Fall 2022 Chamber Exterior Remodel (8/10/2022) $ 290,000.00 $ 290,000.00 Summer 2023 Hope Harbor (7/13/2022) $ 50,000.00 $ 50,000.00 Dec-22 3231 Ramada Rd (10/19/2022) $ 100,000.00 $ 100,000.00 Summer 2023 118 W 2nd St (10/19/2022) $ 100,000.00 $ 100,000.00 Summer 2023 106 N Locust (10/19/2022) $ 100,000.00 $ 100,000.00 Summer 2023 313-315 N Locust (10/19/2022) $ 100,000.00 $ 100,000.00 Summer 2023 Total Committed $ 1,004,513.00 $ 1,004,513.00 $ - $ - FIRE & LIFE SAFETY GRANT TOTAL AMOUNT 2023 FISCAL YR 2024 FISCAL YR 2025 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 2023 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 2023 2023 LEFT Façade Budgeted 2023 $ 370,000.00 $ 370,000.00 $ - Other Projects Budgeted 2023 $ 250,000.00 $ 155,000.00 $ 95,000.00 Land - Budgeted 2023 $ 50,000.00 $ - $ 50,000.00 Land Sales Budgeted 2023 $ - $ - $ - subtotal $ 525,000.00 $ 145,000.00 Balance $ 525,000.00 $ 145,000.00 BUDGET PAID LEFT Building Improvements * $ 722,000.00 $ 103,593.00 $ 618,407.00 *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 December 31, 2022 Grand Island Regular Meeting - 1/18/2023 Page 27 / 211 Community Redevelopment Authority (CRA) Wednesday, January 18, 2023 Regular Meeting Item I1 Redevelopment Contract and Bond Resolution Area 1 - 124 W. 3rd Street - Living Waters Staff Contact: Grand Island Regular Meeting - 1/18/2023 Page 28 / 211 Living Waters 124 W 3rd CRA Area 1 Page 1 Living Waters, LLC REDEVELOPMENT CONTRACT This Redevelopment Contract is made and entered into as of the 18 day of January, 2023, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and Living Waters, LLC, a Nebraska limited liability company ("Redeveloper"). WITNESSETH: WHEREAS, the City of Grand Island, Nebraska (the "City'), in furtherance of the purposes and pursuant to the provisions of Section 12 of Article VIII of the Nebraska Constitution and Sections 18-2101 through 18-2155, 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 amendment entitled "Redevelopment Plan Amendment Grand Island CRA Area #1 August 2022" (the "Redevelopment Plan"); WHEREAS, Authority and Redeveloper desire to enter into this Redevelopment Contract in order to implement the Redevelopment Plan and provide for the redevelopment of lots and lands located in a blighted and substandard area; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, Authority and Redeveloper do hereby covenant, agree and bind themselves as follows: ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Terms Defined in this Redevelopment Contract. Unless the context otherwise requires, the following terms shall have the following meanings for all purposes of this Redevelopment Contract, such definitions to be equally applicable to both the singular and plural forms and masculine, feminine and neuter gender of any of the terms defined: "Act" means Section 12 of Article VIII of the Nebraska Constitution, Sections 18-2101 through 18-2155, Reissue Revised Statutes of Nebraska, 2012, as amended, and acts amendatory thereof and supplemental thereto. Grand Island Regular Meeting - 1/18/2023 Page 29 / 211 Living Waters 124 W 3rd CRA Area 1 Page 2 "Authority" means the Community Redevelopment Authority of the City of Grand Island, Nebraska. "City" means the City of Grand Island, Nebraska. "Governing Body" means the Mayor and City Council of the City. "Holder(s)" means the registered owner or owners of Indebtedness issued by the Authority from time to time outstanding. "Indebtedness" means any notes, loans, and advances of money or other indebtedness, including interest and premium, if any, thereon, incurred by the Authority pursuant to the Resolution and Article III hereof to provide financing for a portion of the Project Costs and secured in whole or in part by TIF Revenues. The Indebtedness as initially issued by the Authority shall consist of the Authority's Tax Increment Development Revenue Note (Living Waters Project), Series 2023, to be issued in an amount not to exceed $123,400 in substantially the form set forth on Exhibit C and purchased by the Redeveloper as set forth in Section 3.04 of this Redevelopment Contract. "Liquidated Damages Amount' means the amounts to be repaid to Authority by Redeveloper pursuant to Section 6.02 of this Redevelopment Contract. "Project" means the improvements to the Redevelopment Project Area, as further described in Exhibit B attached hereto and incorporated herein by reference and, as used herein, shall include the Redevelopment Project Property and additions and improvements thereto. "Project Cost Certification" means a statement prepared and signed by the Redeveloper verifying the Redeveloper has become legally obligated for, or has paid the Project Costs identified on Exhibit D. "Project Costs" means only costs or expenses incurred by Redeveloper for the purposes set forth in §l8-2103(28)(a) through (g), inclusive, including the providing for such costs by the exercise of the powers set forth in §18-2107(4) of the Act, all as identified on Exhibit D. Project Costs shall include, but not be limited to acquisition, demolition and rehabilitation expenditures, site preparation costs, utility extensions and costs of the Authority for legal and plan preparation, all as described in Section 3.04 of this Redevelopment Contract. "Redeveloper" means Living Waters, LLC, a Nebraska limited liability company. "Redevelopment Project Area" means that certain real property situated in the City of Grand Island, Hall County, Nebraska which has been declared blighted and substandard by the City pursuant to the Act, and which is more particularly described on Exhibit A attached hereto and incorporated herein by this reference. All such legal descriptions are subject to change based upon any re-platting requested by the Redeveloper and approved by the City. Grand Island Regular Meeting - 1/18/2023 Page 30 / 211 Living Waters 124 W 3rd CRA Area 1 Page 3 "Redevelopment Project Property" means all of the Redevelopment Project Area which is the site for the improvements constituting the Project, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference. "Redevelopment Contract" means this redevelopment contract between the Authority and Redeveloper with respect to the Project. "Redevelopment Plan" means the Redevelopment Plan Amendment (also defined in the recitals hereto) for the Redevelopment Project Area related to the Project, as attached hereto as Exhibit B, prepared by the Authority, approved by the City and adopted by the Authority pursuant to the Act. "Resolution" means the Resolution of the Authority authorizing the issuance of the Indebtedness, as supplemented from time to time, and also approving this Redevelopment Contract. "TIF Revenues" means incremental ad valorem taxes generated on the Redevelopment Project Property by the Project which are to be allocated to and paid to the Authority pursuant to the Act. Section 1.02 Construction and Interpretation. The provisions of this Redevelopment Contract shall be construed and interpreted in accordance with the following provisions: (a) Whenever in this Redevelopment Contract it is provided that any person may do or perform any act or thing the word “may" shall be deemed permissive and not mandatory and it shall be construed that such person shall have the right, but shall not be obligated, to do and perform any such act or thing. (b) The phrase "at any time" shall be construed as meaning at any time or from time to time. (c) The word "including" shall be construed as meaning "including, but not limited to." (d) The words "will" and "shall" shall each be construed as mandatory. (e) The words "herein," "hereof," "hereunder", "hereinafter" and words of similar import shall refer to the Redevelopment Contract as a whole rather than to any particular paragraph, section or subsection, unless the context specifically refers thereto. (f) Forms of words in the singular, plural, masculine, feminine or neuter shall be construed to include the other forms as the context may require. Grand Island Regular Meeting - 1/18/2023 Page 31 / 211 Living Waters 124 W 3rd CRA Area 1 Page 4 (g) The captions to the sections of this Redevelopment Contract are for convenience only and shall not be deemed part of the text of the respective sections and shall not vary by implication or otherwise any of the provisions hereof. ARTICLE II FINDINGS AND REPRESENTATIONS Section 2.01 Findings of Authority. The Authority makes the following findings: (a) The Authority is a duly organized and validly existing community Redevelopment Authority under the Act. (b) The Redevelopment Plan has been duly approved by the City and adopted by the Authority pursuant to Sections 18-2109 through 18-2117 of the Act. (c) The Authority deems it to be in the public interest and in furtherance of the purposes of the Act to accept the proposal submitted by Redeveloper as specified herein. (d) The Redevelopment Project is expected to achieve the public purposes of the Act by among other things, increasing employment, improving public infrastructure, increasing the tax base, and lessening blighted and substandard conditions in the Redevelopment Project Area and other purposes set forth in the Act. (e) (1) The Redevelopment Plan is feasible and in conformity with the general plan for the development of the City as a whole and the Redevelopment Plan is in conformity with the legislative declarations and determinations set forth in the Act, and (2) Based on representations made by the Redeveloper and information provided to the Authority: (i) the Project would not be economically feasible without the use of tax-increment financing, and (ii) the Project would not occur in the Redevelopment Project Area without the use of tax-increment financing. (iii) the Authority has documented that the Project would not be economically feasible without the use of funds provided by §18-2147 of the Act by determining that project rate of return on investment is wholly insufficient to induce investment in the project. (f) The Authority has determined that the costs and benefits of the Project, including costs and benefits to other affected political subdivisions, the economy of the community, and the demand for public and private services have been analyzed by the Authority and Grand Island Regular Meeting - 1/18/2023 Page 32 / 211 Living Waters 124 W 3rd CRA Area 1 Page 5 have been found to be in the long-term best interest of the community impacted by the Project. (g) The Authority has determined that the proposed land uses and building requirements in the Redevelopment Area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and harmonious development of the City and its environs which will, in accordance with present and future needs, promote health, safety, morals, order, convenience, prosperity, and the general welfare, as well as efficiency and economy in the process of development: including, among other things, adequate provision for traffic, vehicular parking, the promotion of safety from fire, panic, and other dangers, adequate provision for light and air, the promotion of the healthful and convenient distribution of population, the provision of adequate transportation, water, sewerage and other public utilities, schools, parks, recreational and community facilities, and other public requirements, the promotion of sound design and arrangement, the wise and efficient expenditure of public funds, and the prevention of the recurrence of insanitary or unsafe dwelling accommodations, or conditions of blight. (h) The Authority has determined and documented that the location of the Project is in a blighted and substandard area and this Project is appropriate to prevent the spread of blight and substandard conditions. 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 consent of members authorizing the execution and delivery of this Redevelopment Contract. (b) The execution and delivery of this Redevelopment Contract and the consummation of the transactions herein contemplated will not conflict with or constitute a breach of or default under any debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which Redeveloper is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of the Redeveloper contrary to the terms of any instrument or agreement. (c) There is no litigation pending or to the best of its knowledge threatened against Redeveloper affecting its ability to carry out the acquisition, construction, equipping and furnishing of the Project or the carrying into effect of this Redevelopment Contract or in Grand Island Regular Meeting - 1/18/2023 Page 33 / 211 Living Waters 124 W 3rd CRA Area 1 Page 6 any other matter materially affecting the ability to Redeveloper to perform its obligations hereunder. (d) The Project would not be economically feasible without the use of tax increment financing. (e) The Project would not occur in the Redevelopment Project Area without the use of tax-increment financing. (f) 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 related to a project in the redevelopment project area. In as much as no such application has been filed, none has been approved. (g) No application has been filed with the Department of Revenue requesting a refund of any local option sales tax. ARTICLE III OBLIGATIONS OF THE AUTHORITY Section 3.01 Division of Taxes. In accordance with Section 18-2147 of the Act and the terms of the Resolution, the Authority hereby provides that any ad valorem tax on any Lot or Lots located in the Redevelopment Project Area for the benefit of any public body be divided for a period of fifteen years after the effective date (the “Effective Date”), as described in Section 18-2147 (1) of the Act, which Effective Date shall be the January 1, 2024. Said taxes shall be divided as follows: (a) That portion of the ad valorem tax on the real estate located in the Redevelopment Project Area which is produced by levy at the rate fixed each year by or for each public body upon the "redevelopment project valuation" (as defined in the Act) of the Redevelopment Project Area shall be paid into the funds of each such public body in the same proportion as all other taxes collected by or for the bodies; and (b) That portion of the ad valorem tax on real property in the Redevelopment Project Area in excess of such amount (the "Incremental Ad Valorem Tax"), if any, shall be allocated to, is pledged to, and, when collected, paid into a special fund of the Authority (designated in the Resolution as the "Note Fund") to pay the principal of, the interest on, and any premium due in connection with the Indebtedness. When such Indebtedness, including interest and premium due have been paid, the Authority shall so notify the County Assessor and County Treasurer and all ad valorem taxes upon real property in such Phase shall be paid into the funds of the respective public bodies. Grand Island Regular Meeting - 1/18/2023 Page 34 / 211 Living Waters 124 W 3rd CRA Area 1 Page 7 Section 3.02 Issuance of Indebtedness The Authority shall authorize the issuance of the Indebtedness in the form and stated principal amount and bearing interest and being subject to such terms and conditions as are specified in the Resolution and this 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 September 1, 2023, the Authority shall issue one Tax Increment Development Revenue Note, in one taxable series, in a maximum principal amount of $123,400, in substantially the form shown on the attached Exhibit C (“TIF Note”), for net funds available to be purchased by Redeveloper (“TIF Note Purchaser”), in a written form acceptable to Authority’s attorney, and receive Note proceeds from the TIF Note Purchaser in said amount. At the option of the Authority, the Authority shall make a grant to Redeveloper in such amount, and such grant shall offset TIF Note Purchaser’s obligation to purchase the TIF Note. Subject to the terms of this Agreement and the Resolution, the Authority’s Treasurer on behalf of the Authority shall have the authority to determine the timing of issuing the Indebtedness and all the other necessary details of the Indebtedness. The Redeveloper agrees to purchase the Indebtedness at a price equal to the principal amount thereof, in a private placement satisfactory to the Authority as to its terms and participants (including any pledgee thereof). Neither the Authority nor the City shall have any obligation to provide for the sale of the Indebtedness. It is the sole responsibility of the Redeveloper to effect the sale of the Indebtedness by purchasing the Indebtedness in accordance with the terms of this Redevelopment Contract and the Resolution. Redeveloper acknowledges that it is its understanding and the Authority's understanding that interest on the Indebtedness will be includable in gross income for federal income tax purposes and subject to Nebraska State income taxation. Section 3.03 Pledge of Revenues. Under the terms of the Resolution, the Authority pledges 100% of the available annual TIF Revenues derived from the Redevelopment Project Property as security for and to provide payment of the Indebtedness as the same fall due (including payment of any mandatory redemption amounts set for the Indebtedness in accordance with the terms of the Resolution). Section 3.04 Purchase and Pledge of Indebtedness/Grant of Net Proceeds of Indebtedness. The Redeveloper has agreed to purchase the Indebtedness from the Authority for a price equal to the principal amount thereof, payable as provided in Section 3.02 and this Section 3.04. The Redevelopment Plan provides for the Redeveloper to receive a grant under this Redevelopment Contract. In accordance with the terms of the Redevelopment Plan the Redeveloper is to receive a grant sufficient to pay a portion of the costs of site acquisition, Grand Island Regular Meeting - 1/18/2023 Page 35 / 211 Living Waters 124 W 3rd CRA Area 1 Page 8 demolition and rehabilitation expenditures, all improvements related to Project public infrastructure costs, site preparation costs, utility extensions and costs of the Authority for legal and plan preparation including those items described on Exhibit D (the "Project Costs"), in the aggregate maximum amount not to exceed $123,400. Notwithstanding the foregoing, the aggregate amount of the Indebtedness and the grant shall not exceed the amount of Project Costs as certified pursuant to Section 4.02 of this Redevelopment Contract. Such grant shall be made to the Redeveloper upon certification of Project Costs as set forth herein and in the Resolution, and payment purchase of the Indebtedness as provided in Section 3.02, unless Redeveloper elects to offset the payment of the purchase of the Indebtedness with the grant proceeds as provided herein and in the Resolution. The Authority shall have no obligation to provide grant funds from any source other than as set forth in the Resolution and this Redevelopment Contract. Section 3.05 Creation of Funds. In the Resolution, the Authority has provided for the creation of the following funds and accounts which funds shall be held by the Authority separate and apart from all other funds and moneys of the Authority and the City: (a) a special trust fund called the “Living Waters 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, 2041 shall be used solely for the payments required herein and by the Resolution; and (b) a special trust fund called the “Living Waters Project Fund” (the “Project Fund”) The Authority shall disburse any money on deposit in the Project Fund from time to time to pay or as reimbursement for payment made for the Project Costs in each case within 5 Business Days after completion of the steps set forth herein and in the Resolution. If a sufficient amount to pay a properly completed Disbursement Request (as defined in Section 4.02) is not in the Project Fund at the time of the receipt by the Authority of such request, the Authority shall notify the owner of the Note and such owner may deposit an amount sufficient to pay such request with the Authority for such payment. As set forth in the Resolution, if the Redeveloper is the owner of the Note and the Redeveloper so elects, the Authority shall make a grant to Redeveloper in the amount of an approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. Grand Island Regular Meeting - 1/18/2023 Page 36 / 211 Living Waters 124 W 3rd CRA Area 1 Page 9 ARTICLE IV OBLIGATIONS OF REDEVELOPER Section 4.01 Construction of Project; Note; Insurance. (a) Redeveloper will acquire the Project, demolish and rehabilitate structures on the site, prepare the site for redevelopment, install all required utilities and improvements in the public right-of-way in accordance with the plans and specifications provided to the Authority. Redeveloper will coordinate with the City for the City’s design and construction required for the installation of all public infrastructure improvements and right-of-way improvements. The Redeveloper shall provide and pay for infrastructure installation. Redeveloper shall pay for the costs of site acquisition, site preparation, demolition and rehabilitation, utility extension, public infrastructure and costs of the Authority as set forth on Exhibit D, from the grant provided in Section 3.04 hereof. Redeveloper shall be solely responsible for obtaining all permits and approvals necessary to acquire, construct and equip the Project. Until construction of the Project has been completed, Redeveloper shall make reports in such detail and at such times as may be reasonably requested by the Authority as to the actual progress of Redeveloper with respect to construction of the Project. Such reports shall include actual expenditures incurred as described on Exhibit D. (b) Any general contractor chosen by the Redeveloper shall be required to obtain and keep in force at all times until completion of construction, policies of insurance including coverage for contractors' general liability and completed operations. The City, the Authority and the Redeveloper shall be named as additional insureds. Any contractor chosen by the Redeveloper or the Redeveloper itself, as owner, shall be required to purchase and maintain property insurance upon the Project to the full insurable value thereof. This insurance shall insure against the perils of fire and extended coverage and shall include “All Risk" insurance for physical loss or damage. The contractor with respect to any specific contract or the Redeveloper shall also carry insurance on all stored materials. The contractor or the Redeveloper, as the case may be, shall furnish the Authority and the City with a Certificate of Insurance evidencing policies as required above. Such certificates shall state that the insurance companies shall give the Authority prior written notice in the event of cancellation of or material change in any of any of the policies. (c) Notwithstanding any provision herein to the contrary, in the event Redeveloper has not acquired fee simple title to the Redevelopment Project Area on or before December 1, 2023, this Redevelopment Contract shall be null and void and of no force or effect effective as of the date of execution hereof, and neither party shall have any liability or obligation to the other party with respect hereto. Section 4.02 Cost Certification & Disbursement of Note Proceeds. Proceeds of the Note may be advanced and disbursed in the manner set forth below: Grand Island Regular Meeting - 1/18/2023 Page 37 / 211 Living Waters 124 W 3rd CRA Area 1 Page 10 (a) There shall be submitted to the Authority a grant disbursement request (the “Disbursement Request”), executed by the Director of the City’s Planning Department and an authorized representative of the Redeveloper, (i) certifying that a portion of the Project has been substantially completed and (ii) certifying the actual costs incurred by the Redeveloper in the completion of such portion of the Project. (b) If the costs requested for reimbursement under the Disbursement Request are currently reimbursable under Exhibit D of this Redevelopment Contract and the Community Redevelopment Law, the Authority shall evidence such allocation in writing and inform the owner of the Note of any amounts allocated to the Note. (c) Upon notification from the Authority as described in Section 4.02(b), deposits to the accounts in the Project Fund may be made from time to time from funds received by the Authority from the owner of the Note (if other than the Redeveloper) in the amounts necessary to pay amounts requested in properly completed, signed and approved written Disbursement Requests as described herein. Such amounts shall be proceeds of the Note and the Treasurer of the Authority shall inform the Registrar (as defined in the Note Resolution) in writing of the date and amount of such deposits. At the option of the Redeveloper, if the Redeveloper is the owner of the Note, the Authority shall make a grant to Redeveloper in the amount of the approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. The Registrar shall keep and maintain a record of the amounts deposited into the Project Fund from Note proceeds pursuant to the terms of this Resolution as “Principal Amount Advanced” and shall enter the aggregate principal amount then Outstanding as the “Cumulative Outstanding Principal Amount” on its records maintained for the Note. The aggregate amount deposited into the Project Fund from proceeds of the Note shall not exceed $123,400. (d) Redeveloper shall retain copies of all supporting documents that are associated with the redevelopment plan or redevelopment project and that are received or generated by the Redeveloper for three years following the end of the last fiscal year in which ad valorem taxes are divided and provide such copies to the city as needed to comply with the city’s retention requirements under section 18-2117.04 of the Act. For purposes of this subsection, supporting document includes any cost-benefit analysis conducted pursuant to section 18-2113 of the Act and any invoice, receipt, claim, or contract received or generated by the redeveloper that provides support for receipts or payments associated with the division of taxes. Section 4.03 No Discrimination. Redeveloper agrees and covenants for itself its successors and assigns that it will not discriminate against any person or group of persons on account of race, sex, color, religion, national origin, ancestry, disability, marital status or receipt of public assistance in connection with the Project. Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Project, Redeveloper will not discriminate against any employee or applicant for employment because of race, religion, sex, color, national origin, ancestry, disability, marital status or receipt of public assistance. Redeveloper will comply with all applicable federal, state and local laws related to the Project. Grand Island Regular Meeting - 1/18/2023 Page 38 / 211 Living Waters 124 W 3rd CRA Area 1 Page 11 Section 4.04 Assignment or Conveyance. This Redevelopment Contract shall not be assigned by the Redeveloper without the written consent of the Authority. Such consent shall not be unreasonably withheld. Redeveloper agrees that it shall not convey any Lot or any portion thereof or any structures thereon to any person or entity that would be exempt from payment of real estate taxes, and that it will not make application for any structure, or any portion thereof, to be taxed separately from the underlying land of any Lot. Section 4.50 Payment of Authority Costs. Redeveloper shall pay to the Authority the following sums upon execution hereof: a. $4,500 for legal expenses of Authority b. $2,100 for City and Authority administrative accounting of incremental tax payments. ARTICLE V FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES Section 5.01 Financing Redeveloper shall pay all costs related to the redevelopment of the Redevelopment Project Area and the Redevelopment Project Property which are in excess of the amounts paid from the proceeds of the grant provided from the proceeds of the Indebtedness and granted to Redeveloper. Redeveloper shall timely pay all costs, expenses, fees, charges and other amounts associated with the Project. ARTICLE VI DEFAULT, REMEDIES; INDEMNIFICATION Section 6.01 General Remedies of Authority and Redeveloper. Subject to the further provisions of this Article VI, in the event of any failure to perform or breach of this Redevelopment Contract or any of its terms or conditions, by any party hereto or any successor to such party, such party, or successor, shall, upon written notice from the other, proceed immediately to commence such actions as may be reasonably designed to cure or remedy such failure to perform or breach which cure or remedy shall be accomplished within a reasonable time by the diligent pursuit of corrective action. In case such action is not taken, or diligently pursued, or the failure to perform or breach shall not be cured or remedied within a reasonable time, this Redevelopment Contract shall be in default and the aggrieved party may institute such proceedings as may be necessary or desirable to enforce its rights under this Redevelopment Contract, including, but not limited to, proceedings to compel specific performance by the party failing to perform or in breach of its obligations. The Redeveloper hereby acknowledges and agrees that the Authority shall have completed its required performances and satisfied all of its obligations under this Redevelopment Contract upon the issuance of the Indebtedness and the subsequent Grand Island Regular Meeting - 1/18/2023 Page 39 / 211 Living Waters 124 W 3rd CRA Area 1 Page 12 payment of grant amounts to the Redeveloper as set forth in Article III hereof and by complying with the obligations of all Redevelopment Contract Amendments. Section 6.02 Additional Remedies of Authority In the event that (each such event an "event of default"): (a) the Redeveloper, or its successor in interest, shall fail to commence the construction of the improvements included in the Project Costs on or before September 1, 2023, or shall abandon construction work related to the Project Costs, once commenced, for any period of 180 days, excepting delays caused by inclement weather, (b) the Redeveloper, shall fail to pay real estate taxes or assessments on the Redevelopment Project Property owned by the Redeveloper or any part thereof when due; and (c) there is a violation of any other provision of this Redevelopment Contract, and such failure or action by the Redeveloper has not been cured within 90 days following written notice from Authority, then the Redeveloper shall be in default of this Redevelopment Contract. In the event of such failure to perform, breach or default occurs and is not cured in the period herein provided, the parties agree that the damages caused to the Authority would be difficult to determine with certainty and that a reasonable estimation of the amount of damages that could be incurred is the amount of the grant to Redeveloper pursuant to Section 3.04 of this Redevelopment Contract, less any reductions in the principal amount of the Indebtedness, plus interest on such amounts as provided herein (the "Liquidated Damages Amount"). Upon the occurrence of an event of default, the Liquidated Damages Amount shall be paid by Redeveloper to Authority within 30 days of demand from Authority given to the Redeveloper. Interest shall accrue on the Liquidated Damages Amount at the rate of nine percent (9%) per annum and interest shall commence from the date that the Authority gives notice to the Redeveloper demanding payment. Payment of the Liquidated Damages Amount shall not relieve Redeveloper of its obligation to pay real estate taxes or assessments with respect to the Redevelopment Project Property and the Project. Redeveloper, on or before contracting for work included within the Project Costs, shall furnish to the Authority copies of labor and materials payment bonds and performance bonds for each contract entered into by Redeveloper related to Project Costs as provided in Section 4.01. Each such bond shall show the Authority and the City as well as the Redeveloper as beneficiary of any such bond, as and to the extent commercially obtainable (as determined in the discretion of the Authority). In addition, the Redeveloper shall provide a penal bond with good and sufficient surety to be approved by the Authority, conditioned that the Redeveloper shall at all times promptly make payments of all amounts lawfully due to all persons supplying or furnishing to any contractor Grand Island Regular Meeting - 1/18/2023 Page 40 / 211 Living Waters 124 W 3rd CRA Area 1 Page 13 or his or her subcontractors (for each contract entered into by Redeveloper related to Project Costs) with labor or materials performed or used in the prosecution of the work provided for in such contract, and will indemnify and save harmless the Authority to the extent of any payments in connection with the carrying out of such contracts which the Authority may be required to make under the law. Section 6.03 Remedies in the Event of Other Redeveloper Defaults. In the event the Redeveloper fails to perform any other provisions of this Redevelopment Contract (other than those specific provisions contained in Section 6.02), the Redeveloper shall be in default. In such an instance, the Authority may seek to enforce the terms of this Redevelopment Contract or exercise any other remedies that may be provided in this Redevelopment Contract or by applicable law; provided, however, that any defaults covered by this Section shall not give rise to a right or rescission on termination of this Redevelopment Contract, and shall not be covered by the Liquidated Damages Amount. Section 6.04 Forced Delay Beyond Party's Control. For the purposes of any of the provisions of this Redevelopment Contract, neither the Authority nor the Redeveloper, as the case may be, nor any successor in interest, shall be considered in breach of or default in its obligations with respect to the conveyance or preparation of the Redevelopment Area or any part thereof for redevelopment, or the beginning and completion of construction of the Project, or progress in respect thereto, in the event of forced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not restricted to, acts of God, or of the public enemy, acts of the Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather or delays in subcontractors due to such causes; it being the purpose and intent of this provision that in the event of the occurrence of any such forced delay, the time or times for performance of the obligations of the Authority or of the Redeveloper with respect to construction of the Project, as the case may be, shall be extended for the period of the forced delay: Provided, that the party seeking the benefit of the provisions of this section shall, within thirty (30) days after the beginning of any such forced delay, have first notified the other party thereto in writing, and of the cause or causes thereof and requested an extension for the period of the forced delay. Section 6.05 Limitations of Liability; Indemnification. Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, the Authority, nor their respective elected officials, officers, directors, appointed officials, employees, attorneys, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Authority under this Redevelopment Contract shall be the issuance of the Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, and full compliance with the terms specifically set forth Article III hereof and payment of TIF Revenues pledged pursuant to the Resolution. The Redeveloper releases the City and Authority from, agrees that neither the City nor Authority shall be liable for, and agrees to indemnify and hold the City and Authority harmless Grand Island Regular Meeting - 1/18/2023 Page 41 / 211 Living Waters 124 W 3rd CRA Area 1 Page 14 from any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each of the City and Authority and their respective elected officials, directors, officers, appointed officials, attorneys, agents, employees and members of their governing bodies free and harmless from any loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, excluding litigation expenses, attorneys' fees and expenses, or court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about that portion of the Project owned by the Redeveloper, during the term of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, related to activities of the Redeveloper or its agents during the construction of the public infrastructure or public right of ways in the Project. ARTICLE VII MISCELLANEOUS Section 7.01 Notice Recording. This Redevelopment Contract or a notice memorandum of this Redevelopment Contract may be recorded in the office of the Register of Deeds of Hall County, Nebraska. Section 7.02 Governing Law. This Redevelopment Contract shall be governed by the laws of the State of Nebraska, including but not limited to the Act. Section 7.03 Binding Effect: Amendment, Assignment. This Redevelopment Contract shall be binding on the parties hereto and their respective successors and assigns. The Redevelopment Contract shall not be amended except by a writing signed by the party to be bound. The Redeveloper may assign its rights and obligations to a controlled entity which shall be bound by all the terms hereof. Section 7.04 Effective Date and Implementation of Redevelopment Contract. This Agreement is in full force and effect from and after the date of execution hereof by both the Redeveloper and the Authority. Section 7.05 Notices to Parties. Notices to Parties shall be mailed by U. S. Mail to the following addresses: Redeveloper: Living Waters, LLC 320 Sunflower Circle Grand Island Regular Meeting - 1/18/2023 Page 42 / 211 Living Waters 124 W 3rd CRA Area 1 Page 15 Grand Island, NE 68803 Authority and City: Director Grand Island Community Redevelopment Authority Hall County Regional Planning Department 100 E 1st Street P.O. Box 1968 Grand Island, NE 68802 IN WITNESS WHEREOF, City and Redeveloper have signed this Redevelopment Contract as of the date and year first above written. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF ATTEST: GRAND ISLAND, NEBRASKA ____________________________ By:________________________ Secretary Chairman STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day ______________of 2023, by ________________ and ________________, Chairman and Secretary, respectively, of the Community Redevelopment Authority of the City of Grand Island, Nebraska, on behalf of the Authority. ____________________________ Notary Public Grand Island Regular Meeting - 1/18/2023 Page 43 / 211 Living Waters 124 W 3rd CRA Area 1 Page 16 Living Waters, LLC By:______________________ Manager STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day of __________, 2023, by __________________________, Manager of Living Waters, LLC, on behalf of the limited liability company. ________________________ Notary Public Grand Island Regular Meeting - 1/18/2023 Page 44 / 211 Living Waters 124 W 3rd CRA Area 1 Page 17 EXHIBIT A DESCRIPTION OF REDEVELOPMENT AREA Legal Descriptions: South 44.5 feet of Lot 5, Block 55 in the Original Town, now City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 1/18/2023 Page 45 / 211 Living Waters 124 W 3rd CRA Area 1 Page 18 EXHIBIT B REDEVELOPMENT PLAN [Attach copy of Redevelopment Plan Amendment] Grand Island Regular Meeting - 1/18/2023 Page 46 / 211 Living Waters 124 W 3rd CRA Area 1 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 (LIVING WATERS PROJECT), SERIES 2023 No. R-1 Up to $123,400 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2041 0.0% REGISTERED OWNER: Living Waters, 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 By: (manual signature) Secretary Grand Island Regular Meeting - 1/18/2023 Page 47 / 211 Living Waters 124 W 3rd CRA Area 1 Page 20 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, if any, 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, 2026, 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 __________2023, 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 $123,400. 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 the security thereby created, the terms and conditions under which this Note has been issued, the rights Grand Island Regular Meeting - 1/18/2023 Page 48 / 211 Living Waters 124 W 3rd CRA Area 1 Page 21 and remedies of the Registered Owner of this Note, and the rights, duties, immunities and obligations of the City and the Authority. By the acceptance of this Note, the Registered Owner assents to all of the provisions of the Resolution. The principal of and interest hereon shall not be payable from the general funds of the City nor the Authority nor shall this Note constitute a legal or equitable pledge, charge, lien, security interest or encumbrance upon any of the property or upon any of the income, receipts, or money and securities of the City or the Authority or of any other party other than those specifically pledged under the Resolution. This Note is not a debt of the City or the Authority within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City or the Authority, and does not impose any general liability upon the City or the Authority and neither the City nor the Authority shall be liable for the payment hereof out of any funds of the City or the Authority other than the Revenues and other funds pledged under the Resolution, which Revenues and other funds have been and hereby are pledged to the punctual payment of the principal of and interest on this Note in accordance with the provisions of this Resolution. The Registered Owner may from time to time enter the respective amounts advanced pursuant to the terms of the Resolution under the column headed “Principal Amount Advanced” on Schedule 1 hereto (the “Table”) and may enter the aggregate principal amount of this Note then outstanding under the column headed “Cumulative Outstanding Principal Amount” on the Table. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the Registered Owner pursuant to the redemption provisions of the Resolution, the Registered Owner may enter the principal amount paid on this Note under the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding principal amount of this Note under the column headed “Cumulative Outstanding Principal Amount” on the Table. Notwithstanding the foregoing, the records maintained by the Trustee as to the principal amount issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding Principal Amount of this Note for all purposes. Reference is hereby made to the Resolution, a copy of which is on file in the office of the City Clerk, and to all of the provisions of which each Owner of this Note by its acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for this Note; the Revenue and other money and securities pledged to the payment of the principal of and interest on this Note; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Resolution may be amended or supplemented with or without the consent of the Owner of this Note; the rights, duties and obligations of the Authority and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Resolution or be deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. This Note is subject to redemption prior to maturity, at the option of the Authority, in 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 Grand Island Regular Meeting - 1/18/2023 Page 49 / 211 Living Waters 124 W 3rd CRA Area 1 Page 22 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 - 1/18/2023 Page 50 / 211 Living Waters 124 W 3rd CRA Area 1 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 - 1/18/2023 Page 51 / 211 Living Waters 124 W 3rd CRA Area 1 Page 24 SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA LIVING WATERS PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2023 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By Grand Island Regular Meeting - 1/18/2023 Page 52 / 211 Living Waters 124 W 3rd CRA Area 1 Page 25 Exhibit D Project Costs Redevelopment Project Costs 1.Site Acquisition $123,400 TOTAL $123,400 Total costs subject to grant not to exceed $123,400 Grand Island Regular Meeting - 1/18/2023 Page 53 / 211 Redevelopment Plan Amendment Grand Island CRA Area 1 August 2022 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 124 W 3RD STREET FOR RESIDENTIAL AND COMMERCIAL 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 building located at 124 W. 3rd Street. The developer is proposing to a mixed used project with commercial retail space on the first floor and upper story residential at this location. This project would not be feasible without the use of TIF. LIVING WATERS, LLC purchased the property for $390,000. 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, 2024 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 property is located at 124 W. 3rd Street in Grand Island Nebraska, the attached map identifies the subject property and the surrounding land uses. Legal Descriptions: The South 44.5 feet of Lot Five (5) in Block Fifty-Five (55) in the Original Town, now City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 1/18/2023 Page 54 / 211 Existing Land Use and Subject Property Grand Island Regular Meeting - 1/18/2023 Page 55 / 211 The tax increment will be captured for the tax years the payments for which become delinquent in years 2024 through 2038 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. Grand Island Regular Meeting - 1/18/2023 Page 56 / 211 1. The Redevelopment Project Area has been declared blighted and substandard by action of the Grand Island City Council on December 19, 2000.[§18-2109] Such declaration was made after a public hearing with full compliance with the public notice requirements of §18-2115 of the Act. 2. Conformation to the General Plan for the Municipality as a whole. [§18-2103 (13) (a) and §18-2110] Grand Island adopted a Comprehensive Plan on July 13, 2004. This redevelopment plan amendment and project are consistent with the Comprehensive Plan, in that no changes in the Comprehensive Plan elements are intended. This plan merely provides funding for the developer to 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 September 7, 2022 and passed Resolution 2022-13 confirming that this project is consistent with the Comprehensive Plan for the City of Grand Island. 3. The Redevelopment Plan must be sufficiently complete to address the following items: [§18-2103(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 - 1/18/2023 Page 57 / 211 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 1/18/2023 Page 58 / 211 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 $390,000. The estimated costs of rehabilitation of this property is $401,573. Other construction and soft costs are $39,792. Legal, Developer and Audit Fees of $13,500 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 $844,465. No property will be transferred to redevelopers by the Authority. The developer will provide and secure all necessary financing. Grand Island Regular Meeting - 1/18/2023 Page 59 / 211 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 $123,400 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, 2024 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 refurbishing street level commercial space and increasing the number of residential units available in the Downtown area that has been underutilized for several years. 8. Time Frame for Development Development of this project is anticipated to be completed by October 2023. Excess valuation should be available for this project for 15 years beginning with the 2024 tax year. 9. Justification of Project This building in downtown Grand Island was built in 1915 and will be preserved with this project. The mixed use of commercial space and residential units is consistent with the long term development plans for Downtown. 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 Grand Island Regular Meeting - 1/18/2023 Page 60 / 211 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 $123,400 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 $721,465 in private sector financing; a private investment of $5.84 for every TIF dollar invested. Use of Funds Source of Funds Description TIF Funds Private Funds Total Site Acquisition $123,400 $266,600 $390,000 Renovation Costs $401,573 $401,573 Contingency $20,079 $20,079 Architectural & Engineering $7,900 $7,900 Financing fees/ audit $11,813 $11,813 Legal/ TIF contract $13,500 $13,500 Total $123,400 $721,465 $844,365 Tax Revenue. The property to be redeveloped is anticipated to have a January 1, 2024, valuation of approximately $219,769. Based on the 2021 levy this would result in a real property tax of approximately $4,765. It is anticipated that the assessed value will increase by $331,326 upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $184,7 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: $219,769 Estimated value after completion $551,095 Increment value $331,326 Annual TIF generated (estimated)$$7,184 TIF bond issue $123,400 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $219,769. The proposed redevelopment will create additional valuation of $331,326. No tax shifts are anticipated from the project outside of the use of TIF to support the redevelopment. It is not anticipate that any additional tax burdens will be assumed by public entities as a result of this project. The project creates additional valuation that will support taxing entities long after the project is paid off. Grand Island Regular Meeting - 1/18/2023 Page 61 / 211 (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 residential and commercial space options in the downtown area consistent with the planned development in Downtown 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 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 refurbish Downtown residential and commercial space options for residents and business owners who wish to relocate to the Downtown area. (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 two 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 one school age child generated by this development though that is mitigated by the fact that there are 2 small 2 bedroom units and a single 1 bedroom unit.. (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 upgraded residential and commercial spaces within downtown Grand Island. Grand Island Regular Meeting - 1/18/2023 Page 62 / 211 Time Frame for Development Development of this project is anticipated to be completed October 2023. The base tax year should be calculated on the value of the property as of January 1, 2024. Excess valuation should be available for this project for 15 years beginning in 2024 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 $123,400 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 $721,465.on TIF eligible activities in excess of other grants given. Grand Island Regular Meeting - 1/18/2023 Page 63 / 211 Living Waters 124 W. 3rd CRA Area 1 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 420 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, TAX INCREMENT DEVELOPMENT REVENUE NOTES OR OTHER OBLIGATION, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $123,400 FOR THE PURPOSE OF (1) PAYING THE COSTS OF ACQUIRING, DEMOLISHING, CONSTRUCTING, RECONSTRUCTING, IMPROVING, EXTENDING, REHABILITATING, INSTALLING, EQUIPPING, FURNISHING AND COMPLETING CERTAIN IMPROVEMENTS WITHIN THE AUTHORITY’S LIVING WATERS, LLC, REDEVELOPMENT PROJECT AREA, SPECIFICALLY INCLUDING SITE PURCHASE, PREPARATION, DEMOLITION, UTILITY EXTENSION AND (2) PAYING THE COSTS OF ISSUANCE THEREOF; PRESCRIBING THE FORM AND CERTAIN DETAILS OF THE NOTE OR OTHER OBLIGATION; PLEDGING CERTAIN TAX REVENUE AND OTHER REVENUE TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTE OR OTHER OBLIGATION AS THE SAME BECOME DUE; LIMITING PAYMENT OF THE NOTE OR OTHER OBLIGATION TO SUCH TAX REVENUES; CREATING AND ESTABLISHING FUNDS AND ACCOUNTS; DELEGATING, AUTHORIZING AND DIRECTING THE FINANCE DIRECTOR TO EXERCISE HIS OR HER INDEPENDENT DISCRETION AND JUDGMENT IN DETERMINING AND FINALIZING CERTAIN TERMS AND PROVISIONS OF THE NOTE OR OTHER OBLIGATION NOT SPECIFIED HEREIN; APPROVING A REDEVELOPMENT CONTRACT AND REDEVELOPMENT PLAN; TAKING OTHER ACTIONS AND MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE FOREGOING; AND RELATED MATTERS. BE IT RESOLVED BY THE MEMBERS OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA: ARTICLE I FINDINGS AND DETERMINATIONS Section 1.1. Findings and Determinations. The Members of the Community Redevelopment Authority of the City of Grand Island, Nebraska (the “Authority”) hereby find and determine as follows: (a) The City of Grand Island, Nebraska (the “City”), pursuant to the Plan Resolution (hereinafter defined), approved the City of Grand Island Redevelopment Area #1 Plan Amendment August 2022 (the “Redevelopment Plan”) under and pursuant to which the Authority shall undertake from time to time to redevelop and rehabilitate the Redevelopment Area (hereinafter defined). (b) Pursuant to the Redevelopment Plan, the Authority has previously obligated itself and/or will hereafter obligate itself to provide a portion of the financing to acquire, construct, reconstruct, improve, extend, rehabilitate, install, equip, furnish and complete, at the cost and expense of the Redeveloper, a Grand Island Regular Meeting - 1/18/2023 Page 64 / 211 Living Waters 124 W. 3rd CRA Area 1 -2- portion of the improvements (as defined in the Redevelopment Contract hereinafter identified) in the Redevelopment Area (the “Project Costs”), including, without limitation site acquisition of the Project Site (as defined in the Redevelopment Contract), (collectively, the “Project”), as more fully described in the Redevelopment Contract (hereinafter defined). (c) The Authority is authorized by the Redevelopment Law (hereinafter defined) to issue tax allocation notes for the purpose of paying the costs and expenses of the Project, the principal of which is payable from certain tax revenues as set forth in the Redevelopment Law. (d) In order to provide funds to pay a portion of the costs of the Project, it is necessary, desirable, advisable, and in the best interest of the Authority for the Authority to issue a Tax Increment Development Revenue Note or other obligation in an aggregate principal amount not to exceed $123,400 (the “Note”). (e) All conditions, acts and things required to exist or to be done precedent to the issuance of the Note do exist and have been done as required by law. ARTICLE II CERTAIN DEFINITIONS; COMPUTATIONS; CERTIFICATES AND OPINIONS; ORDERS AND DIRECTIONS Section 2.1. Definitions of Special Terms. Unless the context clearly indicates some other meaning or may otherwise require, and in addition to those terms defined elsewhere herein, the terms defined in this Section 2.1 shall, for all purposes of this Resolution, any Resolution or other instrument amendatory hereof or supplemental hereto, instrument or document herein or therein mentioned, have the meanings specified herein, with the following definitions to be equally applicable to both the singular and plural forms of any terms defined herein: “Authority” means the Community Redevelopment Authority of the City of Grand Island, Nebraska. City” means the City of Grand Island, Nebraska. “Project Costs” means the redevelopment project costs (as defined in the Redevelopment Contract) in the Redevelopment Area, the costs of which are eligible to be paid from the proceeds of the Note. “Assessor” means the Assessor of Hall County, Nebraska. “Note” means the Living Waters, LLC, Redevelopment Project Tax Increment Development Revenue Note Series 2023 of the Authority, in an aggregate principal amount not to exceed $123,400, issued pursuant to this Resolution and shall include any note, including refunding note, interim certificate, debenture, or other obligation issued pursuant to the Redevelopment Law. At the option of the Owner of the Note, the titular designation of such Note may be revised to state note, interim certificate, debenture, obligation, or such other designation as is appropriate. “Secretary” means the Secretary of the Authority. “Cumulative Outstanding Principal Amount” means the aggregate principal amount of the Note issued and Outstanding from time to time in accordance with the provisions of this Resolution, as reflected in the records maintained by the Registrar as provided in this Resolution. Grand Island Regular Meeting - 1/18/2023 Page 65 / 211 Living Waters 124 W. 3rd CRA Area 1 -3- “Date of Original Issue” means the date the Note is initially issued, which shall be the date of the first allocation of principal on the Note as further described in Section 3.2. “Debt Service” means, as of any particular date of computation, and with respect to any period, the amount to be paid or set aside as of such date or such period for the payment of the principal on the Note. “Escrow Obligations” means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby. “Finance Director” means the Treasurer/Finance Director or Acting Treasurer/Finance Director, as the case may be, of the City. “Fiscal Year” means the twelve-month period established by the City or provided by law from time to time as its fiscal year. “Government Obligations” means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. “Improvements” means the improvements to be constructed, reconstructed, acquired, improved, extended, rehabilitated, installed, equipped, furnished and completed in the Project Area in accordance with the Redevelopment Plan, including, but not limited to, the improvements constituting the Project (as defined in the Redevelopment Contract). “Payment Date” means June 1 and December 1 of each year any Note is outstanding, commencing on the first Payment Date following the Date of Original Issue. “Chairman” means the Chairman of the Authority. “Outstanding” means when used with reference to any Note, as of a particular date, all Notes theretofore authenticated and delivered under this Resolution except: (a) Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation; (b) Notes which are deemed to have been paid in accordance with Section 10.1 hereof; (c) Notes alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in Section 3.9 hereof; and Grand Island Regular Meeting - 1/18/2023 Page 66 / 211 Living Waters 124 W. 3rd CRA Area 1 -4- (d) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Resolution. “Owner” means the person(s) identified as the owner(s) of the Note from time to time, as indicated on the books of registry maintained by the Registrar. “Plan Resolution” means, Resolution No. ___________ of the City, together with any other resolution providing for an amendment to the Redevelopment Plan. “Project Area” means the area identified and referred to as the Project Site in the Redevelopment Contract. “Record Date” means, for each Payment Date, the 15th day immediately preceding such Payment Date. “Redeveloper” means the Redeveloper as defined in the Redevelopment Contract responsible for constructing, reconstructing, acquiring, improving, extending, rehabilitating, installing, equipping, furnishing and completing the Project. “Redeveloper Note” means any Note that is owned by the Redeveloper according to the records of the Registrar. “Redevelopment Contract” means the City of Grand Island Redevelopment Contract Living Waters, LLC, Redevelopment Project, dated the date of its execution, between the Authority, and the Living Waters, LLC, a Nebraska limited liability company, relating to the Project. “Redevelopment Area” means the community redevelopment area described, defined or otherwise identified or referred to in the Redevelopment Plan. “Redevelopment Law” means Article VIII, Section 12 of the Constitution of the State and Chapter 18, Article 21, Reissue Revised Statutes of Nebraska, as amended. “Redevelopment Plan” means the “City of Grand Island Redevelopment Plan Amendment for Redevelopment Area #1 August 2022” passed, adopted and approved by the City pursuant to the Plan Resolution, and shall include any amendment of such Redevelopment Plan heretofore or hereafter made by the City pursuant to law. “Refunding Notes” means the notes authorized to be issued pursuant to Article V. “Registrar” means the Treasurer of the City of Grand Island, Nebraska, in its capacity as registrar and paying agent for the Note. “Resolution” means this Resolution as from time to time amended or supplemented. “Revenue” means the Tax Revenue. “Special Fund” means the funds by that name created in Section 7.1. “State” means the State of Nebraska. Grand Island Regular Meeting - 1/18/2023 Page 67 / 211 Living Waters 124 W. 3rd CRA Area 1 -5- “Tax Revenue” means, with respect to the Project Area, (a) those tax revenues referred to (1) in the last sentence of the first paragraph of Article VIII, Section 12 of the Constitution of the State and (2) in Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, and (b) all payments made in lieu thereof. “Treasurer” means the Treasurer of Hall County, Nebraska. Section 2.2. Definitions of General Terms. Unless the context clearly indicates otherwise or may otherwise require, in this Resolution words importing persons include firms, partnerships, associations, limited liability companies (public and private), public bodies and natural persons, and also include executors, administrators, trustees, receivers or other representatives. Unless the context clearly indicates otherwise or may otherwise require, in this Resolution the terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Resolution as a whole and not to any particular section or subdivision thereof. Unless the context clearly indicates otherwise or may otherwise require, in this Resolution: (a) references to Articles, Sections and other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding Articles, Sections or subdivisions of this Resolution as such Articles, Sections, or subdivisions may be amended or supplemented from time to time; and (b) the word “heretofore” means before the time of passage of this Resolution, and the word “hereafter” means after the time of passage of this Resolution. Section 2.3. Computations. Unless the facts shall then be otherwise, all computations required for the purposes of this Resolution shall be made on the assumption that the principal on the Note shall be paid as and when the same become due. Section 2.4. Certificates, Opinions and Reports. Except as otherwise specifically provided in this Resolution, each certificate, opinion or report with respect to compliance with a condition or covenant provided for in this Resolution shall include: (a) a statement that the person making such certificate, opinion or report has read the pertinent provisions of this Resolution to which such covenant or condition relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate, opinion or report are based; (c) a statement that, in the opinion of such person, he has made such examination and investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; and (e) an identification of any certificates, opinions or reports or other sources or assumptions relied on in such certificate, opinion or report. Section 2.5. Evidence of Action by the Authority. Except as otherwise specifically provided in this Resolution, any request, direction, command, order, notice, certificate or other instrument of, by or from the City or the Authority shall be effective and binding upon the Authority, respectively, for the purposes of this Resolution if signed by the Chairman, the Vice Chairman, the Secretary, the Treasurer of the Authority, the Finance Director, the Planning Director or by any other person or persons authorized to execute the same by statute, or by a resolution of the City or the Authority, respectively. Grand Island Regular Meeting - 1/18/2023 Page 68 / 211 Living Waters 124 W. 3rd CRA Area 1 -6- ARTICLE III AUTHORIZATION AND ISSUANCE OF THE NOTE; GENERAL TERMS AND PROVISIONS Section 3.1. Authorization of Note. Pursuant to and in full compliance with the Redevelopment Law and this Resolution, and for the purpose of providing funds to pay (a) the cost of acquiring, constructing, reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing, and completing the Project, and (b) the costs of issuing the Note, the Authority shall issue one Note (the “Note”) in an aggregate principal amount not to exceed $123,400. The Note shall be designated as “Community Redevelopment Authority of the City of Grand Island, Nebraska, Living Waters, LLC, Redevelopment Project Tax Increment Development Revenue Note Series 2023,” shall have an appropriate series designation as determined by the Finance Director, shall be dated the Date of Original Issue, shall mature, subject to right of prior redemption, not later than the December 31, 2041, and shall bear interest at an annual rate of 0.00%. The Note shall be issued as a single Note as further described in Section 3.2. The Note is a special, limited obligation of the Authority payable solely from the Revenue and the amounts on deposit in the funds and accounts established by this Resolution. The Note shall not in any event be a debt of the Authority (except to the extent of the Revenue and other money pledged under this Resolution), the State, nor any of its political subdivisions, and neither the Authority (except to the extent of the Revenue and other money pledged under this Resolution), the City, the State nor any of its political subdivisions is liable in respect thereof, nor in any event shall the principal of or interest on the Note be payable from any source other than the Revenue and other money pledged under this Resolution. The Note does not constitute a debt within the meaning of any constitutional, statutory, or charter limitation upon the creation of general obligation indebtedness of the Authority and does not impose any general liability upon the Authority. Neither any official of the Authority nor any person executing the Note shall be liable personally on the Note by reason of its issuance. The validity of the Note is not and shall not be dependent upon the completion of the Project or upon the performance of any obligation relative to the Project. The Revenue and the amounts on deposit in the funds and accounts established by this Resolution are hereby pledged and assigned for the payment of the Note and shall be used for no other purpose than to pay the principal of or interest on the Note, except as may be otherwise expressly authorized in this Resolution. The Note shall not constitute a debt of the Authority or the City within the meaning of any constitutional, statutory, or charter limitation upon the creation of general obligation indebtedness of the Authority, and neither the Authority nor the City shall not be liable for the payment thereof out of any money of the Authority or the City other than the Tax Revenue and the other funds referred to herein. Nothing in this Resolution shall preclude the payment of the Note from (a) the proceeds of future notes issued pursuant to law or (b) any other legally available funds. Nothing in this Resolution shall prevent the City or the Authority from making advances of its own funds howsoever derived to any of the uses and purposes mentioned in this Resolution. Section 3.2. Details of Note; Authority of Finance Director. (a) The Note shall be dated the Date of Original Issue and shall be issued to the purchaser thereof, as the Owner, in installments. The Note shall be delivered on the earlier of allocation of the maximum principal amount of the Note or upon the issuance of a certificate of occupancy of the building constituting the Project. The Note shall be issued as a single Note with appropriate series designation. (b) Proceeds of the Note may be advanced and disbursed in the manner set forth below: Grand Island Regular Meeting - 1/18/2023 Page 69 / 211 Living Waters 124 W. 3rd CRA Area 1 -7- (1) There shall be submitted to the Finance Director a disbursement request in a form acceptable to the Finance Director (the “Disbursement Request”), executed by the City’s Planning Director and an authorized representative of the Redeveloper, (A) certifying that a portion of the Project has been substantially completed and (B) certifying the actual costs incurred by the Redeveloper in the completion of such portion of the Project. (2) The Finance Director shall evidence such allocation in writing and inform the Owner of the Note of any amounts allocated to the Note. (3) Such amounts shall be deemed proceeds of the Note and the Finance Director shall inform the Registrar in writing of the date and amount of such allocation. The Registrar shall keep and maintain a record of the amounts allocated to the note pursuant to the terms of this Resolution as “Principal Amount Advanced” and shall enter the aggregate principal amount then Outstanding as the “Cumulative Outstanding Principal Amount” on the Note and its records maintained for the Note. The aggregate amount endorsed as the Principal amount Advanced on the Note shall not in the aggregate exceed $123,400. The Authority shall have no obligation to pay any Disbursement Request unless such request has been properly approved as described above, and proceeds of the Note have been deposited by the Owner of the Note (if other than the Redeveloper) into the Project Fund. The records maintained by the Registrar as to principal amount advanced and principal amounts paid on the Note shall be the official records of the Cumulative Outstanding Principal Amount for all purposes. (c) The Note shall be dated the Date of Original Issue, which shall be the initial date of a allocation of the Note. (d) As of the Date of Original Issue of the Note, there shall be delivered to the Registrar the following: (1) A signed investor’s letter in a form acceptable to the Finance Director and Note Counsel; and (2) Such additional certificates and other documents as the special counsel for the Authority may require. (e) The note shall bear zero percent interest on the Cumulative Outstanding Principal Amount of the Note from the Date of Original Issue. (f) The principal of the Note shall be payable in any coin or currency of the United States of America from all funds held by the which on the respective dates of payment thereof is legal tender for the payment of public and private debts. Payments on the Note due prior to maturity or earlier redemption and payment of any principal upon redemption price to maturity shall be made by check mailed by the Registrar on each Interest Payment Date to the Owners, at the Owners’ address as it appears on the books of registry maintained by the Registrar on the Record Date. The principal of the Note due at maturity or upon earlier redemption shall be payable upon presentation and surrender of the Note to the Registrar. When any portion of the Note shall have been duly called for redemption and payment thereof duly made or provided for, interest thereon shall cease on the principal amount of such Note so redeemed from and after the date of redemption thereof. Grand Island Regular Meeting - 1/18/2023 Page 70 / 211 Living Waters 124 W. 3rd CRA Area 1 -8- (g) The Note shall be executed by the manual signatures of the Chairman and Secretary of the Authority. In case any officer whose signature shall appear on any Note shall cease to be such officer before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if s/he had remained in office until such delivery, and the Note may be signed by such persons as at the actual time of the execution of such Note shall be the proper officers to sign such Note although at the date of such Note such persons may not have been such officers. (i) The Finance Director is hereby authorized to hereafter, from time to time, specify, set, designate, determine, establish and appoint, as the case may be, and in each case in accordance with and subject to the provisions of this Resolution, (1) the Date of Original Issue, the principal amount of the Note in accordance with Section 3.2(a), (2) the maturity date of the Note, which shall be not later than December 31, 2041, (3) the initial Payment Date and (4) any other term of the Note not otherwise specifically fixed by the provisions of this Resolution. (j) Any Note issued upon transfer or exchange of any other Note shall be dated as of the Date of Original Issue. (k) The Note shall be issued to such Owner as shall be mutually agreed between the Redeveloper and the Finance Director for a price equal to 100% of the principal amount thereof. No Note shall be delivered to any Owner unless the Authority shall have received from the Owner thereof such documents as may be required by the Finance Director to demonstrate compliance with all applicable laws, including without limitation compliance with Section 3.6 hereof. The Authority may impose such restrictions on the transfer of any Note as may be required to ensure compliance with all requirements relating to any such transfer. Section 3.3. Form of Note Generally. The Note shall be issued in registered form. The Note shall be in substantially the form set forth in Article IX, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution and with such additional changes as the Finance Director may deem necessary or appropriate. The Note may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. Section 3.4. Appointment of Registrar. The Finance Director is hereby appointed the registrar and paying agent for the Note. The Registrar shall specify its acceptance of the duties, obligations and trusts imposed upon it by the provisions of this Resolution by a written instrument deposited with the Authority prior to the Date of Original Issue of the initial Note. The Authority reserves the right to remove the Registrar upon 30 days’ notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and the Note in its possession to the successor Registrar and shall deliver the note register to the successor Registrar. The Registrar shall have only such duties and obligations as are expressly stated in this Resolution and no other duties or obligations shall be required of the Registrar. Section 3.5. Exchange of Note. Any Note, upon surrender thereof at the principal office of the Registrar, together with an assignment duly executed by the Owner or its attorney or legal representative in such form as shall be satisfactory to the Registrar, may, at the option of the Owner thereof, be exchanged for another Note in a principal amount equal to the principal amount of the Note surrendered or exchanged, of the same series and maturity and bearing interest at the same rate. The Authority shall make provision for the exchange of the Note at the principal office of the Registrar. Section 3.6. Negotiability, Registration and Transfer of Note. The Registrar shall keep books for the registration and registration of transfer of the Note as provided in this Resolution. The transfer of the Note may be registered only upon the books kept for the registration and registration of transfer of the Note upon Grand Island Regular Meeting - 1/18/2023 Page 71 / 211 Living Waters 124 W. 3rd CRA Area 1 -9- (a) surrender thereof to the Registrar, together with an assignment duly executed by the Owner or its attorney or legal representative in such form as shall be satisfactory to the Registrar and (b) evidence acceptable to the Authority that the assignee is a bank or a qualified institutional buyer as defined in Rule 144A promulgated by the Securities and Exchange Commission. Prior to any transfer and assignment, the Owner will obtain and provide to the Authority, an investor’s letter in form and substance satisfactory to the Authority evidencing compliance with the provisions of all federal and state securities laws, and will deposit with the Authority an amount to cover all reasonable costs incurred by the Authority, including legal fees, of accomplishing such transfer. A transfer of any Note may be prohibited by the Authority if (1) a default then exists under the Redevelopment Contract, (2) the assessed valuation of the Redeveloper Property (as defined in the Redevelopment Contract) is less than the projected amount in the application filed by the Redeveloper with the authority or (3) a protest of the valuation of the Redeveloper Property is ongoing. Upon any such registration of transfer the Authority shall execute and deliver in exchange for such Note a new Note, registered in the name of the transferee, in a principal amount equal to the principal amount of the Note surrendered or exchanged, of the same series and maturity and bearing interest at the same rate. In all cases in which any Note shall be exchanged or a transfer of a Note shall be registered hereunder, the Authority shall execute at the earliest practicable time execute and deliver a Note in accordance with the provisions of this Resolution. The Note surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Registrar. Neither the Authority nor the Registrar shall make a charge for the first such exchange or registration of transfer of any Note by any Owner. The Authority or the Registrar, or both, may make a charge for shipping, printing and out-of-pocket costs for every subsequent exchange or registration of transfer of such Note sufficient to reimburse it or them for any and all costs required to be paid with respect to such exchange or registration of transfer. Neither the Authority nor the Registrar shall be required to make any such exchange or registration of transfer of any Note during the period between a Record Date and the corresponding Interest Payment Date. Section 3.7. Ownership of Note. As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of or interest on such Note shall be made only to or upon the order of the Owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid. Section 3.8. Disposition and Destruction of Note. The Note, upon surrender to the Registrar for final payment, whether at maturity or upon earlier redemption, shall be canceled upon such payment by the Registrar and, upon written request of the Finance Director, be destroyed. Section 3.9. Mutilated, Lost, Stolen or Destroyed Note. If any Note becomes mutilated or is lost, stolen or destroyed, the Authority shall execute and deliver a new Note of like date and tenor as the Note mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Note, such mutilated Note shall first be surrendered to the Authority. In the case of any lost, stolen or destroyed Note, there first shall be furnished to the Authority evidence of such loss, theft or destruction satisfactory to the Authority, together with indemnity to the Authority satisfactory to the Authority. If any such Note has matured, is about to mature or has been called for redemption, instead of delivering a substitute Note, the Authority may pay the same without surrender thereof. Upon the issuance of any substitute Note, the Authority may require the payment of an amount by the Owner sufficient to reimburse the Authority for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. Section 3.10. Non-presentment of Note. If any Note is not presented for payment when the principal thereof becomes due and payable as therein and herein provided, whether at the stated maturity thereof or call for optional or mandatory redemption or otherwise, if funds sufficient to pay such Note have Grand Island Regular Meeting - 1/18/2023 Page 72 / 211 Living Waters 124 W. 3rd CRA Area 1 -10- been made available to the Registrar all liability of the Authority to the Owner thereof for the payment of such Note shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Registrar to hold such funds, without liability for interest thereon, for the benefit of the Owner of such Note, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on their part under this Resolution or on, or with respect to, said Note. If any Note is not presented for payment within five years following the date when such Note becomes due, the Registrar shall repay to the Authority the funds theretofore held by it for payment of such Note, and such Note shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the Authority, and the Registered Owner thereof shall be entitled to look only to the Authority for payment, and then only to the extent of the amount so repaid to it by the Registrar, and the Authority shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. ARTICLE IV REDEMPTION OF NOTE Section 4.1. Redemption of Note. The Note is subject to redemption at the option of the Authority prior to the maturity thereof at any time as a whole or in part from time to time in such principal amount as the Authority shall determine, at a redemption price equal to 100% of the principal amount then being redeemed plus accrued interest thereon to the date fixed for redemption. Section 4.2. Redemption Procedures. The Finance Director is hereby authorized, without further action of the Council, to call all or any portion of the principal of the Note for payment and redemption prior to maturity on such date as the Finance Director shall determine, and shall deposit sufficient funds in the Debt Service Account from the Surplus Account to pay the principal being redeemed plus the accrued interest thereon to the date fixed for redemption. The Finance Director may effect partial redemptions of any Note without notice to the Owner and without presentation and surrender of such Note, but total redemption of any Note may only be effected with notice to the Owner and upon presentation and surrender of such Note to the Registrar. Notice of a total redemption of any Note shall be sent by the Registrar by first-class mail not less than five days prior to the date fixed for redemption to the Owner’s address appearing on the books of registry maintained by the Registrar and indicate (a) the title and designation of the Note, (b) the redemption date, and (c) a recitation that the entire principal balance of such Note plus all accrued interest thereon is being called for redemption on the applicable redemption date. Section 4.3. Determination of Outstanding Principal Amount of Note. Notwithstanding the amount indicated on the face of any Note, the principal amount of such Note actually Outstanding from time to time shall be determined and maintained by the Registrar. The Registrar shall make a notation in the books of registry maintained for each Note indicating the original principal advance of such Note as determined in accordance with Section 3.2 and make such additional notations as are required to reflect any additional principal advances or redemptions of such Note from time to time, including on the Table of Cumulative Outstanding Principal Amount attached to each Note if it is presented to the Registrar for that purpose. Any Owner may examine the books of registry maintained by the Registrar upon request, and the Registrar shall grant such request as soon as reasonably practicable. Any failure of the Registrar to record a principal advance or a redemption on the Table of Cumulative Outstanding Principal Amount shall not affect the Cumulative Outstanding Principal Amount shown on the records of the Registrar. Grand Island Regular Meeting - 1/18/2023 Page 73 / 211 Living Waters 124 W. 3rd CRA Area 1 -11- ARTICLE V REFUNDING NOTES Section 5.1. Refunding Notes. Refunding Notes may be issued at any time at the direction of the Finance Director for the purpose of refunding (including by purchase) any Note or any portion thereof, including amounts to pay principal to the date of maturity or redemption (or purchase) and the expenses of issuing the Refunding Notes and of effecting such refunding; provided that the Debt Service on all notes to be outstanding after the issuance of the Refunding Notes shall not be greater in any Fiscal Year than would have been the Debt Service in such Fiscal Year were such refunding not to occur. ARTICLE VI EFFECTIVE DATE OF PROJECT; PLEDGE OF REVENUE Section 6.1. Effective Date of Project. For purposes of Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, the effective date of the Project shall be determined as set forth in the Redevelopment Contract. The Planning Director is hereby directed to notify the Assessor of the effective date of the Project on the form prescribed by the Property Tax Administrator. Section 6.2. Collection of Revenue; Pledge of Revenue. As provided for in the Redevelopment Plan, and pursuant to the provisions of the Redevelopment Law, for the period contemplated thereby, the Tax Revenue collected in the Project Area shall be allocated to and, when collected, paid into the Special Fund under the terms of this Resolution to pay the principal on the Note. When the Note has been paid in accordance with this Resolution, the Redevelopment Plan and the Redevelopment Contract, the Tax Revenue shall be applied as provided for in the Redevelopment Law. The Revenue is hereby allocated and pledged in its entirety to the payment of the principal on the Note and to the payment of the Project Costs (including the Project), until the principal on the Note has been paid (or until money for that purpose has been irrevocably set aside), and the Revenue shall be applied solely to the payment of the principal on the Note. Such allocation and pledge is and shall be for the sole and exclusive benefit of the Owner and shall be irrevocable. Section 6.3. Potential Insufficiency of Revenue. Neither the Authority nor the City makes any representations, covenants, or warranties to the Owner that the Revenue will be sufficient to pay the principal of or interest on the Note. Payment of the principal of and interest on the Note is limited solely and exclusively to the Revenue pledged under the terms of this Resolution, and is not payable from any other source whatsoever. Grand Island Regular Meeting - 1/18/2023 Page 74 / 211 Living Waters 124 W. 3rd CRA Area 1 -12- ARTICLE VII CREATION OF FUNDS AND ACCOUNTS; PAYMENTS THEREFROM Section 7.1. Creation of Funds and Account. There is hereby created and established by the Authority the following funds and accounts which funds shall be held by the Finance Director of the City separate and apart from all other funds and moneys of the Authority and the City under his or her control: (a) a special trust fund called the “Living Waters, LLC Redevelopment Project Tax Increment 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 Payment Date (i) to make any payments to the City and Authority as may be required under the Redevelopment Contract and (ii) to pay principal on the Note to the extent of any money then remaining the Note Fund on such Payment Date. Money in the Note Fund shall be used solely for the purposes described in this Section 7.1 (a). All Revenues received through and including December 31, 2041, shall be used solely for the payments required by this Section 7.1 (a); and (b) a special trust fund called the “Living Waters, 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 3.2. 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 Agency of such request, the Agency shall notify the owner of the Note and such owner may deposit an amount sufficient to pay such request with the Agency for such payment. As set forth in Section 3.2, if the Redeveloper is the owner of the Note and the Redeveloper so elects, the Agency 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 VIII COVENANTS OF THE AUTHORITY So long as the Note is outstanding and unpaid, the Authority will (through its proper officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in this Resolution or in the Note, including the following covenants and agreements for the benefit of the Owner which are necessary, convenient and desirable to secure the Note and will tend to make them more marketable; provided, however, that such covenants do not require either the City or the Authority to expend any money other than the Revenue nor violate the provisions of State law with respect to tax revenue allocation. Section 8.1. No Priority. The Authority covenants and agrees that it will not issue any obligations the principal of or interest on which is payable from the Revenue which have, or purport to have, any lien upon the Revenue prior or superior to or in parity with the lien of the Note; provided, however, that nothing in this Resolution shall prevent the Authority from issuing and selling notes or other obligations which have, or purport to have, any lien upon the Revenue which is junior to the Note and the Debt Service thereon, or from issuing and selling notes or other obligations which are payable in whole or in part from sources other than the Revenue. Section 8.2. To Pay Principal of the Note. The Authority will duly and punctually pay or cause to be paid solely from the Revenue the principal of the Note on the dates and at the places and in the manner provided in the Note according to the true intent and meaning thereof and hereof, and will faithfully do and Grand Island Regular Meeting - 1/18/2023 Page 75 / 211 Living Waters 124 W. 3rd CRA Area 1 -13- perform and fully observe and keep any and all covenants, undertakings, stipulations and provisions contained in the Note and in this Resolution. Section 8.4. Books of Account; Financial Statements. The Authority covenants and agrees that it will at all times keep, or cause to be kept, proper and current books of account (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Project, the Revenue and other funds relating to the Project. Section 8.5. Eminent Domain Proceeds. The Authority covenants and agrees that should all or any part of the Project be taken by eminent domain or other proceedings authorized by law for any public or other use under which the property will be exempt from ad valorem taxation, the net proceeds realized by the Authority therefrom shall constitute Project Revenue and shall be deposited into the Special Fund and used for the purposes and in the manner described in Section 7.2. Section 8.6. Protection of Security. The Authority is duly authorized under all applicable laws to create and issue the Note and to adopt this Resolution and to pledge the Revenue in the manner and to the extent provided in this Resolution. The Revenue so pledged is and will be free and clear of any pledge, lien, charge, security interest or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge created by this Resolution, except as otherwise expressly provided herein, and all corporate action on the part of the Authority to that end has been duly and validly taken. The Note is and will be a valid obligation of the Authority in accordance with its terms and the terms of this Resolution. The Authority shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of and security interest granted with respect to the Revenue pledged under this Resolution and all the rights of the Owner under this Resolution against all claims and demands of all persons whomsoever. ARTICLE IX FORM OF NOTE Section 9.1. Form of Note. The Note shall be in substantially the following form: (FORM OF NOTE) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE TRANSFERRED UNLESS THE PROPOSED ASSIGNEE IS A BANK OR A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION AND THE OWNER HAS OBTAINED AND PROVIDED TO THE AUTHORITY, PRIOR TO SUCH TRANSFER AND ASSIGNMENT, AN INVESTOR’S LETTER IN FORM AND SUBSTANCE SATISFACTORY TO THE AUTHORITY EVIDENCING THE COMPLIANCE WITH THE PROVISIONS OF ALL FEDERAL AND STATE SECURITIES LAWS AND CONTAINING SUCH OTHER REPRESENTATIONS AS THE AUTHORITY MAY REQUIRE. THIS NOTE MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS AND CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN SECTION 3.6 OF RESOLUTION NO. ____________ OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. Grand Island Regular Meeting - 1/18/2023 Page 76 / 211 Living Waters 124 W. 3rd CRA Area 1 -14- UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA LIVING WATERS, LLC, REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2023 No. R-1 Up to an aggregate amount of $123,400 Date of Date of Rate of Original Issue Maturity Interest December 31, 2041 0.00% REGISTERED OWNER: LIVING WATERS, LLC PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE NOTE SET FORTH ON THE FOLLOWING PAGES, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA has caused this Note to be signed by the manual signature of the Chairman of the Authority, countersigned by the manual signature of the Secretary of the Authority. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA [S E A L] By: (manual signature) Chairman By: (manual signature) Secretary The COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (the “Authority”) acknowledges itself indebted to, and for value received hereby promises to pay, but solely from certain specified tax revenues to the Registered Owner named above, or registered assigns, on the Date of Maturity stated above (or earlier as hereinafter referred to), the Principal Amount on Schedule 1 attached hereto upon presentation and surrender hereof at the office of the registrar and paying agent herefor, the Treasurer of the City of Grand Island, Nebraska (the “Registrar”), payable semiannually on June 1 and December 1 of each year until payment in full of such Principal Amount, beginning June 1, 2026, by check or draft mailed to the Registered Owner hereof as shown on the note Grand Island Regular Meeting - 1/18/2023 Page 77 / 211 Living Waters 124 W. 3rd CRA Area 1 -15- registration books maintained by the Registrar on the 15th day of the month preceding the month in which the applicable payment date occurs, at such Owner’s address as it appears on such note registration books. The principal of this Note is payable in any coin or currency which on the respective dates of payment thereof is legal tender for the payment of debts due the United States of America. This Note is issued by the Authority under the authority of and in full compliance with the Constitution and statutes of the State of Nebraska, including particularly Article VIII, Section 12 of the Nebraska Constitution, Sections 18-2101 to 18-2155, inclusive, Reissue Revised Statutes of Nebraska, as amended, and under and pursuant to Resolution No. ________ duly passed and adopted by the Authority on ______________, 2023, 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 $123,400. This Note has been issued by the Authority for the purpose of financing the costs of constructing, reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing and completing certain improvements within the area identified and referred to as the City of Grand Island Redevelopment Plan Amendment for Redevelopment Area #1 August 2022, (Living Waters, LLC, Project) which is more specifically described in the Resolution, and to carry out the Authority’s corporate purposes and powers in connection therewith. Reference is hereby made to the Resolution for the provisions, among others, with respect to the collection and disposition of certain tax and other revenues, the special funds charged with and pledged to the payment of the principal of and interest on this Note, the nature and extent of the security thereby created, the terms and conditions under which this Note has been issued, the rights and remedies of the Registered Owner of this Note, and the rights, duties, immunities and obligations of the City and the Authority. By the acceptance of this Note, the Registered Owner assents to all of the provisions of the Resolution. This Note is a special limited obligation of the Authority payable as to principal solely from and is secured solely by the Tax Revenue (as defined in the Resolution) pledged under the Resolution, all on the terms and conditions set forth in the Resolution. The Tax Revenue represents that portion of ad valorem taxes levied by public bodies of the State of Nebraska, including the City, on real property in the Project Area (as defined in this Resolution) which is in excess of that portion of such ad valorem taxes produced by the levy at the rate fixed each year by or for each such public body upon the valuation of the Project Area as of a certain date and as has been certified by the County Assessor of Hall County, Nebraska to the City in accordance with law. The principal hereon shall not be payable from the general funds of the City nor the Authority nor shall this Note constitute a legal or equitable pledge, charge, lien, security interest or encumbrance upon any of the property or upon any of the income, receipts, or money and securities of the City or the Authority or of any other party other than those specifically pledged under the Resolution. This Note is not a debt of the City or the Authority within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City or the Authority, and does not impose any general liability upon the City or the Authority and neither the City nor the Authority shall be liable for the payment hereof out of any funds of the City or the Authority other than the Tax Revenues and other funds pledged under the Resolution, which Tax Revenues and other funds have been and hereby are pledged to the punctual payment of the principal of and interest on this Note in accordance with the provisions of this Resolution. The Registrar may from time to time enter the respective amounts advanced pursuant to the terms of the Resolution under the column headed “Principal Amount Advanced” on Schedule 1 hereto (the “Table”) and may enter the aggregate principal amount of this Note then outstanding under the column headed Grand Island Regular Meeting - 1/18/2023 Page 78 / 211 Living Waters 124 W. 3rd CRA Area 1 -16- “Cumulative Outstanding Principal Amount” on the Table. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the Registered Owner pursuant to the redemption provisions of the Resolution, the Registered Owner may enter the principal amount paid on this Note under the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding principal amount of this Note under the column headed “Cumulative Outstanding Principal Amount” on the Table. Notwithstanding the foregoing, the records maintained by the Registrar as to the principal amount issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding Principal Amount of this Note for all purposes. Reference is hereby made to the Resolution, a copy of which is on file in the office of the City Clerk, and to all of the provisions of which each Owner of this Note by its acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for this Note; the Tax Revenue pledged to the payment of the principal on this Note; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Resolution may be amended or supplemented with or without the consent of the Owner of this Note; the rights, duties and obligations of the Authority and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Resolution or be deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. This Note is subject to redemption prior to maturity, at the option of the Authority, in whole or in part at any time at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest on such principal amount to the date fixed for redemption. Reference is hereby made to the Resolution for a description of the redemption procedures and the notice requirements pertaining thereto. In the event this Note is called for prior redemption, notice of such redemption shall be given by first- class mail to the Registered Owner hereof at its address as shown on the registration books maintained by the Registrar not less than 10 days prior to the date fixed for redemption, unless waived by the Registered Owner hereof. If this Note, or any portion thereof, shall have been duly called for redemption and notice of such redemption duly given as provided, then upon such redemption date the portion of this Note so redeemed shall become due and payable and if money for the payment of the portion of the Note so redeemed shall be held for the purpose of such payment by the Registrar. This Note is transferable by the Registered Owner hereof in person or by its attorney or legal representative duly authorized in writing at the principal office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Note. Upon such transfer, a new Note of the same series and maturity and for the same principal amount will be issued to the transferee in exchange therefor. The Authority and the Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal of and interest due hereon and for all other purposes. This note is being issued as a registered note without coupons. This note is subject to exchange as provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Note have happened, do exist and have been performed in regular and due time, form and manner; that this Note does not exceed 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. Grand Island Regular Meeting - 1/18/2023 Page 79 / 211 Living Waters 124 W. 3rd CRA Area 1 -17- (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 - 1/18/2023 Page 80 / 211 Living Waters 124 W. 3rd CRA Area 1 -18- SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA LIVING WATERS, LLC, REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2023 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By ARTICLE X DEFEASANCE; MONEY HELD FOR PAYMENT OF DEFEASED NOTE Section 10.1. Discharge of Liens and Pledges; Note No Longer Outstanding Hereunder. The obligations of the Authority under this Resolution, including any Resolutions, resolutions or other proceedings supplemental hereto, and the liens, pledges, charges, trusts, assignments, covenants and agreements of the Authority herein or therein made or provided for, shall be fully discharged and satisfied as to the Note or any portion thereof, and the Note or any portion thereof shall no longer be deemed to be outstanding hereunder and thereunder, (a) when the any Note or portion thereof shall have been canceled, or shall have been surrendered for cancellation or is subject to cancellation, or shall have been purchased from money in any of the funds held under this Resolution, or (b) if the Note or portion thereof is not canceled or surrendered for cancellation or subject to cancellation or so purchased, when payment of the principal of the Note or any portion Grand Island Regular Meeting - 1/18/2023 Page 81 / 211 Living Waters 124 W. 3rd CRA Area 1 -19- thereof, plus interest on such principal to the due date thereof, either (1) shall have been made or caused to be made in accordance with the terms thereof, or (2) shall have been provided by irrevocably depositing with the Registrar for the Note, in trust and irrevocably set aside exclusively for such payment, (A) money sufficient to make such payment or (B) Escrow Obligations maturing as to principal in such amount and at such times as will insure the availability of sufficient money to make such payment. Provided that, with respect to any total redemption of any Note, notice of redemption shall have been duly given or provision satisfactory to the Registrar shall have been made therefor, or waiver of such notice, satisfactory in form, shall have been filed with the Registrar. At such time as any Note or portion thereof shall no longer be outstanding hereunder, and, except for the purposes of any such payment from such money or such Escrow Obligations, such Note or portion thereof shall no longer be secured by or entitled to the benefits of this Resolution. Any such money so deposited with the Registrar for any Note or portion thereof as provided in this Section 10.1 may at the direction of the Finance Director also be invested and reinvested in Escrow Obligations, maturing in the amounts and times as hereinbefore set forth. All income from all Escrow Obligations in the hands of the Registrar which is not required for the payment of such Note or portion thereof with respect to which such money shall have been so deposited, shall be paid to the Authority and deposited in the Special Fund as and when realized and collected for use and application as is other money deposited in that fund. Anything in this Resolution to the contrary notwithstanding, if money or Escrow Obligations have been deposited or set aside with the Registrar pursuant to this Section 10.1 for the payment of any Note and such Note shall not have in fact been actually paid in full, no amendment to the provisions of this Section 10.1 shall be valid as to or binding upon the Owner thereof without the consent of such Owner. Section 10.2. Certain Limitations After Due Date. If sufficient money or Escrow Obligations shall have been deposited in accordance with the terms hereof with the Registrar in trust for the purpose of paying the Notes or any portion thereof when the same becomes due, whether at maturity or upon earlier redemption, all liability of the Authority for such payment shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Registrar to hold such money or Escrow Obligations, without liability to the Owners, in trust for the benefit of the Owners, who thereafter shall be restricted exclusively to such money or Escrow Obligations for any claim for such payment of whatsoever nature on his part. Notwithstanding the provisions of the preceding paragraph of this Section 10.2, money or Escrow Obligations held by the Registrar in trust for the payment and discharge of the principal of on any Note which remain unclaimed for five years after the date on which such payment shall have become due and payable, either because the Notes shall have reached their maturity date or because the entire principal balance of the Notes shall have been called for redemption, if such money was held by the Registrar or such paying agent at such date, or for five years after the date of deposit of such money, if deposited with the Registrar after the date when such Note became due and payable, shall be paid to the Nebraska State Treasurer and the Registrar shall thereupon be released and discharged with respect thereto, and the Owner thereof shall look only to the Authority for the payment thereof. Grand Island Regular Meeting - 1/18/2023 Page 82 / 211 Living Waters 124 W. 3rd CRA Area 1 -20- ARTICLE XI AMENDING AND SUPPLEMENTING OF RESOLUTION Section 11.1. Amending and Supplementing of Resolution Without Consent of Owner. The Authority may at any time without the consent or concurrence of the Owner of the Note adopt a resolution amendatory hereof or supplemental hereto if the provisions of such supplemental Resolution do not materially adversely affect the rights of the Owner of the Note, for any one or more of the following purposes: (a) To make any changes or corrections in this Resolution as to which the Authority shall have been advised by counsel that the same are verbal corrections or changes or are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or omission or mistake or manifest error contained in this Resolution, or to insert in this Resolution such provisions clarifying matters or questions arising under this Resolution as are necessary or desirable; (b) To add additional covenants and agreements of the Authority for the purpose of further securing payment of the Note; (c) To surrender any right, power or privilege reserved to or conferred upon the Authority by the terms of this Resolution; (d) To confirm as further assurance any lien, pledge or charge, or the subjection to any lien, pledge or charge, created or to be created by the provisions of this Resolution; and (e) To grant to or confer upon the Owner of the Note any additional rights, remedies, powers, authority or security that lawfully may be granted to or conferred upon them. The Authority shall not adopt any supplemental Resolution authorized by the foregoing provisions of this Section 11.1 unless in the opinion of counsel the adoption of such supplemental Resolution is permitted by the foregoing provisions of this Section 11.1 and the provisions of such supplemental Resolution do not materially and adversely affect the rights of the Owner of the Note. Section 11.2. Amending and Supplementing of Resolution with Consent of Owner. With the consent of the Owners of the Note, the Authority from time to time and at any time may adopt a resolution amendatory hereof or supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Resolution, or modifying or amending the rights and obligations of the Authority under this Resolution, or modifying or amending in any manner the rights of the Owner of the Note; provided, however, that, without the specific consent of the Owner of the Note, no supplemental Resolution amending or supplementing the provisions hereof shall: (a) change the fixed maturity date for the payment or the terms of the redemption thereof, or reduce the principal amount of the Note or the rate of interest thereon or the Redemption Price payable upon the redemption or prepayment thereof; (b) authorize the creation of any pledge of the Tax Revenues and other money and securities pledged hereunder, prior, superior or equal to the pledge of and lien and charge thereon created herein for the payment of the Note except to the extent provided in Articles III and V; or (c) deprive the Owner of the Note in any material respect of the security afforded by this Resolution. Nothing in this paragraph contained, however, shall be construed as making necessary the approval of the Owner\ of the Note of the adoption of any supplemental Resolution authorized by the provisions of Section 11.1. It shall not be necessary that the consents of the Owner of the Note approve the particular form of wording of the proposed amendment or supplement or of the proposed supplemental Resolution effecting Grand Island Regular Meeting - 1/18/2023 Page 83 / 211 Living Waters 124 W. 3rd CRA Area 1 -21- such amendment or supplement, but it shall be sufficient if such consents approve the substance of the proposed amendment or supplement. After the Owner of the Note shall have filed its consent to the amending or supplementing hereof pursuant to this Section, the Authority may adopt such supplemental Resolution. Section 11.3. Effectiveness of Supplemental Resolution. Upon the adoption (pursuant to this Article XI and applicable law) by the Authority of any supplemental Resolution amending or supplementing the provisions of this Resolution or upon such later date as may be specified in such supplemental Resolution, (a) this Resolution and the Note shall be modified and amended in accordance with such supplemental Resolution, (b) the respective rights, limitations of rights, obligations, duties and immunities under this Resolution and the Owner of the Note shall thereafter be determined, exercised and enforced under this Resolution subject in all respects to such modifications and amendments, and (c) all of the terms and conditions of any such supplemental Resolution shall be a part of the terms and conditions of the Note and of this Resolution for any and all purposes. ARTICLE XII MISCELLANEOUS Section 12.1. General and Specific Authorizations; Ratification of Prior Actions. Without in any way limiting the power, authority or discretion elsewhere herein granted or delegated, the Authority hereby (a) authorizes and directs the Chairman, Finance Director, Secretary, Planning Director and all other officers, officials, employees and agents of the City to carry out or cause to be carried out, and to perform such obligations of the Authority and such other actions as they, or any of them, in consultation with Special Counsel, the Owner and its counsel shall consider necessary, advisable, desirable or appropriate in connection with this Resolution, including without limitation the execution and delivery of all related documents, instruments, certifications and opinions, and (b) delegates, authorizes and directs the Finance Director the right, power and authority to exercise his independent judgment and absolute discretion in (1) determining and finalizing all terms and provisions to be carried by the Note not specifically set forth in this Resolution and (2) the taking of all actions and the making of all arrangements necessary, proper, appropriate, advisable or desirable in order to effectuate the issuance, sale and delivery of the Note. The execution and delivery by the Finance Director or by any such other officers, officials, employees or agents of the City of any such documents, instruments, certifications and opinions, or the doing by them of any act in connection with any of the matters which are the subject of this Resolution, shall constitute conclusive evidence of both the Authority’s and their approval of the terms, provisions and contents thereof and of all changes, modifications, amendments, revisions and alterations made therein and shall conclusively establish their absolute, unconditional and irrevocable authority with respect thereto from the Authority and the authorization, approval and ratification by the Authority of the documents, instruments, certifications and opinions so executed and the actions so taken. All actions heretofore taken by the Finance Director and all other officers, officials, employees and agents of the Authority, including without limitation the expenditure of funds and the selection, appointment and employment of Special Counsel and financial advisors and agents, in connection with issuance and sale of the Note, together with all other actions taken in connection with any of the matters which are the subject hereof, be and the same is hereby in all respects authorized, adopted, specified, accepted, ratified, approved and confirmed. Grand Island Regular Meeting - 1/18/2023 Page 84 / 211 Living Waters 124 W. 3rd CRA Area 1 -22- Section 12.2. Proceedings Constitute Contract; Enforcement Thereof. The provisions of this Resolution shall constitute a contract between the Authority and the Owner and the provisions thereof shall be enforceable by the Owner by mandamus, accounting, mandatory injunction or any other suit, action or proceeding at law or in equity that is presently or may hereafter be authorized under the laws of the State in any court of competent jurisdiction. Such contract is made under and is to be construed in accordance with the laws of the State. After the issuance and delivery of any Note, this Resolution and any supplemental Resolution shall not be repealable, but shall be subject to modification or amendment to the extent and in the manner provided in this Resolution, but to no greater extent and in no other manner. Section 12.3. Benefits of Resolution Limited to the Authority and the Owner. With the exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or should be construed to confer upon or give to any person other than the Authority and the Owner of the Note any legal or equitable right, remedy or claim under or by reason of or in respect to this Resolution or any covenant, condition, stipulation, promise, agreement or provision herein contained. The Resolution and all of the covenants, conditions, stipulations, promises, agreements and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the City, the Authority and the Owner from time to time of the Note as herein and therein provided. Section 12.4. No Personal Liability. No officer or employee of the Authority shall be individually or personally liable for the payment of the principal of or interest on the Note. Nothing herein contained shall, however, relieve any such officer or employee from the performance of any duty provided or required by law. Section 12.5. Effect of Saturdays, Sundays and Legal Holidays. Whenever this Resolution requires any action to be taken on a Saturday, Sunday or legal holiday, such action shall be taken on the first business day occurring thereafter. Whenever in this Resolution the time within which any action is required to be taken or within which any right will lapse or expire shall terminate on a Saturday, Sunday or legal holiday, such time shall continue to run until midnight on the next succeeding business day. Section 12.6. Partial Invalidity. If any one or more of the covenants or agreements or portions thereof provided in this Resolution on the part of the City, the Authority or the Registrar to be performed should be determined by a court of competent jurisdiction to be contrary to law, then such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Resolution and the invalidity thereof shall in no way affect the validity of the other provisions of this Resolution or of the Note, but the Owner of the Note shall retain all the rights and benefits accorded to them hereunder and under any applicable provisions of law. If any provisions of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. Section 12.7. Law and Place of Enforcement of this Resolution. The Resolution shall be construed and interpreted in accordance with the laws of the State of Nebraska. All suits and actions arising out of this Resolution shall be instituted in a court of competent jurisdiction in the State of Nebraska except 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. Grand Island Regular Meeting - 1/18/2023 Page 85 / 211 Living Waters 124 W. 3rd CRA Area 1 -23- Section 12.8. Effect of Article and Section Headings and Table of Contents. The headings or titles of the several Articles and Sections hereof, and any table of contents appended hereto or to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect of this Resolution. Section 12.9. Repeal of Inconsistent Resolution. Any Resolution of the City, or the Authority and any part of any resolution, inconsistent with this Resolution is hereby repealed to the extent of such inconsistency. Section 12.10. Publication and Effectiveness of this Resolution. This Resolution shall take effect and be in full force from and after its passage by the Community Redevelopment Authority of the City. Section 12.11 Authority to Execute Redevelopment Contract and Approve Plan. The Chairman and Secretary are authorized and directed to execute the Redevelopment Contract, in the form presented with such changes as the Chairman, in his discretion deems proper. The Plan is approved and adopted. PASSED AND ADOPTED: ______________________, 2023. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (SEAL) By: Chairman ATTEST: By: Secretary Grand Island Regular Meeting - 1/18/2023 Page 86 / 211 Community Redevelopment Authority (CRA) Wednesday, January 18, 2023 Regular Meeting Item I2 Redevelopment Contract and Bond Resolution Area 16 - 2206 and 230.0 W. Capital Ave. (Veteran's Home) Pershing and Anderson Buildings - Liberty Campus Staff Contact: Grand Island Regular Meeting - 1/18/2023 Page 87 / 211 Liberty Campus GI 2023 CRA Area 16 Page 1 Liberty Campus GI, LLC REDEVELOPMENT CONTRACT This Redevelopment Contract is made and entered into as of the 18th day of January, 2023, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and Liberty Campus GI, LLC, a Nebraska limited liability company ("Redeveloper"). WITNESSETH: WHEREAS, the City of Grand Island, Nebraska (the "City'), in furtherance of the purposes and pursuant to the provisions of Section 12 of Article VIII of the Nebraska Constitution and Sections 18-2101 through 18-2155, 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 amendment entitled "Redevelopment Plan Amendment Grand Island CRA Area #1 September 2022" (the "Redevelopment Plan"); WHEREAS, Authority and Redeveloper desire to enter into this Redevelopment Contract in order to implement the Redevelopment Plan and provide for the redevelopment of lots and lands located in a blighted and substandard area; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, Authority and Redeveloper do hereby covenant, agree and bind themselves as follows: ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Terms Defined in this Redevelopment Contract. Unless the context otherwise requires, the following terms shall have the following meanings for all purposes of this Redevelopment Contract, such definitions to be equally applicable to both the singular and plural forms and masculine, feminine and neuter gender of any of the terms defined: "Act" means Section 12 of Article VIII of the Nebraska Constitution, Sections 18-2101 through 18-2155, Reissue Revised Statutes of Nebraska, 2012, as amended, and acts amendatory thereof and supplemental thereto. Grand Island Regular Meeting - 1/18/2023 Page 88 / 211 Liberty Campus GI 2023 CRA Area 16 Page 2 "Authority" means the Community Redevelopment Authority of the City of Grand Island, Nebraska. "City" means the City of Grand Island, Nebraska. "Governing Body" means the Mayor and City Council of the City. "Holder(s)" means the registered owner or owners of Indebtedness issued by the Authority from time to time outstanding. "Indebtedness" means any notes, loans, and advances of money or other indebtedness, including interest and premium, if any, thereon, incurred by the Authority pursuant to the Resolution and Article III hereof to provide financing for a portion of the Project Costs and secured in whole or in part by TIF Revenues. The Indebtedness as initially issued by the Authority shall consist of the Authority's Tax Increment Development Revenue Note (Liberty Campus GI Project), Series 2023, to be issued in an amount not to exceed $715,000 in substantially the form set forth on Exhibit C and purchased by the Redeveloper as set forth in Section 3.04 of this Redevelopment Contract. "Liquidated Damages Amount' means the amounts to be repaid to Authority by Redeveloper pursuant to Section 6.02 of this Redevelopment Contract. "Project" means the improvements to the Redevelopment Project Area, as further described in Exhibit B attached hereto and incorporated herein by reference and, as used herein, shall include the Redevelopment Project Property and additions and improvements thereto. "Project Cost Certification" means a statement prepared and signed by the Redeveloper verifying the Redeveloper has become legally obligated for, or has paid the Project Costs identified on Exhibit D. "Project Costs" means only costs or expenses incurred by Redeveloper for the purposes set forth in §l8-2103(28)(a) through (g), inclusive, including the providing for such costs by the exercise of the powers set forth in §18-2107(4) of the Act, all as identified on Exhibit D. Project Costs shall include, but not be limited to acquisition, demolition and rehabilitation expenditures, site preparation costs, utility extensions and costs of the Authority for legal and plan preparation, all as described in Section 3.04 of this Redevelopment Contract. "Redeveloper" means Liberty Campus GI, LLC, a Nebraska limited liability company. "Redevelopment Project Area" means that certain real property situated in the City of Grand Island, Hall County, Nebraska which has been declared blighted and substandard by the City pursuant to the Act, and which is more particularly described on Exhibit A attached hereto and incorporated herein by this reference. All such legal descriptions are subject to change based upon any re-platting requested by the Redeveloper and approved by the City. Grand Island Regular Meeting - 1/18/2023 Page 89 / 211 Liberty Campus GI 2023 CRA Area 16 Page 3 "Redevelopment Project Property" means all of the Redevelopment Project Area which is the site for the improvements constituting the Project, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference. "Redevelopment Contract" means this redevelopment contract between the Authority and Redeveloper with respect to the Project. "Redevelopment Plan" means the Redevelopment Plan Amendment (also defined in the recitals hereto) for the Redevelopment Project Area related to the Project, as attached hereto as Exhibit B, prepared by the Authority, approved by the City and adopted by the Authority pursuant to the Act. "Resolution" means the Resolution of the Authority authorizing the issuance of the Indebtedness, as supplemented from time to time, and also approving this Redevelopment Contract. "TIF Revenues" means incremental ad valorem taxes generated on the Redevelopment Project Property by the Project which are to be allocated to and paid to the Authority pursuant to the Act. Section 1.02 Construction and Interpretation. The provisions of this Redevelopment Contract shall be construed and interpreted in accordance with the following provisions: (a) Whenever in this Redevelopment Contract it is provided that any person may do or perform any act or thing the word “may" shall be deemed permissive and not mandatory and it shall be construed that such person shall have the right, but shall not be obligated, to do and perform any such act or thing. (b) The phrase "at any time" shall be construed as meaning at any time or from time to time. (c) The word "including" shall be construed as meaning "including, but not limited to." (d) The words "will" and "shall" shall each be construed as mandatory. (e) The words "herein," "hereof," "hereunder", "hereinafter" and words of similar import shall refer to the Redevelopment Contract as a whole rather than to any particular paragraph, section or subsection, unless the context specifically refers thereto. (f) Forms of words in the singular, plural, masculine, feminine or neuter shall be construed to include the other forms as the context may require. Grand Island Regular Meeting - 1/18/2023 Page 90 / 211 Liberty Campus GI 2023 CRA Area 16 Page 4 (g) The captions to the sections of this Redevelopment Contract are for convenience only and shall not be deemed part of the text of the respective sections and shall not vary by implication or otherwise any of the provisions hereof. ARTICLE II FINDINGS AND REPRESENTATIONS Section 2.01 Findings of Authority. The Authority makes the following findings: (a) The Authority is a duly organized and validly existing community Redevelopment Authority under the Act. (b) The Redevelopment Plan has been duly approved by the City and adopted by the Authority pursuant to Sections 18-2109 through 18-2117 of the Act. (c) The Authority deems it to be in the public interest and in furtherance of the purposes of the Act to accept the proposal submitted by Redeveloper as specified herein. (d) The Redevelopment Project is expected to achieve the public purposes of the Act by among other things, increasing employment, improving public infrastructure, increasing the tax base, and lessening blighted and substandard conditions in the Redevelopment Project Area and other purposes set forth in the Act. (e) (1) The Redevelopment Plan is feasible and in conformity with the general plan for the development of the City as a whole and the Redevelopment Plan is in conformity with the legislative declarations and determinations set forth in the Act, and (2) Based on representations made by the Redeveloper and information provided to the Authority: (i) the Project would not be economically feasible without the use of tax-increment financing, and (ii) the Project would not occur in the Redevelopment Project Area without the use of tax-increment financing. (iii) the Authority has documented that the Project would not be economically feasible without the use of funds provided by §18-2147 of the Act by determining that project rate of return on investment is wholly insufficient to induce investment in the project. (f) The Authority has determined that the costs and benefits of the Project, including costs and benefits to other affected political subdivisions, the economy of the community, and the demand for public and private services have been analyzed by the Authority and Grand Island Regular Meeting - 1/18/2023 Page 91 / 211 Liberty Campus GI 2023 CRA Area 16 Page 5 have been found to be in the long-term best interest of the community impacted by the Project. (g) The Authority has determined that the proposed land uses and building requirements in the Redevelopment Area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and harmonious development of the City and its environs which will, in accordance with present and future needs, promote health, safety, morals, order, convenience, prosperity, and the general welfare, as well as efficiency and economy in the process of development: including, among other things, adequate provision for traffic, vehicular parking, the promotion of safety from fire, panic, and other dangers, adequate provision for light and air, the promotion of the healthful and convenient distribution of population, the provision of adequate transportation, water, sewerage and other public utilities, schools, parks, recreational and community facilities, and other public requirements, the promotion of sound design and arrangement, the wise and efficient expenditure of public funds, and the prevention of the recurrence of insanitary or unsafe dwelling accommodations, or conditions of blight. (h) The Authority has determined and documented that the location of the Project is in a blighted and substandard area and this Project is appropriate to prevent the spread of blight and substandard conditions. 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 consent of members authorizing the execution and delivery of this Redevelopment Contract. (b) The execution and delivery of this Redevelopment Contract and the consummation of the transactions herein contemplated will not conflict with or constitute a breach of or default under any debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which Redeveloper is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of the Redeveloper contrary to the terms of any instrument or agreement. (c) There is no litigation pending or to the best of its knowledge threatened against Redeveloper affecting its ability to carry out the acquisition, construction, equipping and furnishing of the Project or the carrying into effect of this Redevelopment Contract or in Grand Island Regular Meeting - 1/18/2023 Page 92 / 211 Liberty Campus GI 2023 CRA Area 16 Page 6 any other matter materially affecting the ability to Redeveloper to perform its obligations hereunder. (d) The Project would not be economically feasible without the use of tax increment financing. (e) The Project would not occur in the Redevelopment Project Area without the use of tax-increment financing. (f) 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 related to a project in the redevelopment project area. In as much as no such application has been filed, none has been approved. (g) No application has been filed with the Department of Revenue requesting a refund of any local option sales tax. ARTICLE III OBLIGATIONS OF THE AUTHORITY Section 3.01 Division of Taxes. In accordance with Section 18-2147 of the Act and the terms of the Resolution, the Authority hereby provides that any ad valorem tax on any Lot or Lots located in the Redevelopment Project Area for the benefit of any public body be divided for a period of fifteen years after the effective date (the “Effective Date”), as described in Section 18-2147 (1) of the Act, which Effective Date shall be the January 1, 2024. Said taxes shall be divided as follows: (a) That portion of the ad valorem tax on the real estate located in the Redevelopment Project Area which is produced by levy at the rate fixed each year by or for each public body upon the "redevelopment project valuation" (as defined in the Act) of the Redevelopment Project Area shall be paid into the funds of each such public body in the same proportion as all other taxes collected by or for the bodies; and (b) That portion of the ad valorem tax on real property in the Redevelopment Project Area in excess of such amount (the "Incremental Ad Valorem Tax"), if any, shall be allocated to, is pledged to, and, when collected, paid into a special fund of the Authority (designated in the Resolution as the "Note Fund") to pay the principal of, the interest on, and any premium due in connection with the Indebtedness. When such Indebtedness, including interest and premium due have been paid, the Authority shall so notify the County Assessor and County Treasurer and all ad valorem taxes upon real property in such Phase shall be paid into the funds of the respective public bodies. Grand Island Regular Meeting - 1/18/2023 Page 93 / 211 Liberty Campus GI 2023 CRA Area 16 Page 7 Section 3.02 Issuance of Indebtedness The Authority shall authorize the issuance of the Indebtedness in the form and stated principal amount and bearing interest and being subject to such terms and conditions as are specified in the Resolution and this 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 September 1, 2023, the Authority shall issue one Tax Increment Development Revenue Note, in one taxable series, in a maximum principal amount of $715,000, in substantially the form shown on the attached Exhibit C (“TIF Note”), for net funds available to be purchased by Redeveloper (“TIF Note Purchaser”), in a written form acceptable to Authority’s attorney, and receive Note proceeds from the TIF Note Purchaser in said amount. At the option of the Authority, the Authority shall make a grant to Redeveloper in such amount, and such grant shall offset TIF Note Purchaser’s obligation to purchase the TIF Note. Subject to the terms of this Agreement and the Resolution, the Authority’s Treasurer on behalf of the Authority shall have the authority to determine the timing of issuing the Indebtedness and all the other necessary details of the Indebtedness. The Redeveloper agrees to purchase the Indebtedness at a price equal to the principal amount thereof, in a private placement satisfactory to the Authority as to its terms and participants (including any pledgee thereof). Neither the Authority nor the City shall have any obligation to provide for the sale of the Indebtedness. It is the sole responsibility of the Redeveloper to effect the sale of the Indebtedness by purchasing the Indebtedness in accordance with the terms of this Redevelopment Contract and the Resolution. Redeveloper acknowledges that it is its understanding and the Authority's understanding that interest on the Indebtedness will be includable in gross income for federal income tax purposes and subject to Nebraska State income taxation. Section 3.03 Pledge of Revenues. Under the terms of the Resolution, the Authority pledges 100% of the available annual TIF Revenues derived from the Redevelopment Project Property as security for and to provide payment of the Indebtedness as the same fall due (including payment of any mandatory redemption amounts set for the Indebtedness in accordance with the terms of the Resolution). Section 3.04 Purchase and Pledge of Indebtedness/Grant of Net Proceeds of Indebtedness. The Redeveloper has agreed to purchase the Indebtedness from the Authority for a price equal to the principal amount thereof, payable as provided in Section 3.02 and this Section 3.04. The Redevelopment Plan provides for the Redeveloper to receive a grant under this Redevelopment Contract. In accordance with the terms of the Redevelopment Plan the Redeveloper is to receive a grant sufficient to pay a portion of the costs of site acquisition, Grand Island Regular Meeting - 1/18/2023 Page 94 / 211 Liberty Campus GI 2023 CRA Area 16 Page 8 demolition and rehabilitation expenditures, all improvements related to Project public infrastructure costs, site preparation costs, utility extensions and costs of the Authority for legal and plan preparation including those items described on Exhibit D (the "Project Costs"), in the aggregate maximum amount not to exceed $715,000. Notwithstanding the foregoing, the aggregate amount of the Indebtedness and the grant shall not exceed the amount of Project Costs as certified pursuant to Section 4.02 of this Redevelopment Contract. Such grant shall be made to the Redeveloper upon certification of Project Costs as set forth herein and in the Resolution, and payment purchase of the Indebtedness as provided in Section 3.02, unless Redeveloper elects to offset the payment of the purchase of the Indebtedness with the grant proceeds as provided herein and in the Resolution. The Authority shall have no obligation to provide grant funds from any source other than as set forth in the Resolution and this Redevelopment Contract. Section 3.05 Creation of Funds. In the Resolution, the Authority has provided for the creation of the following funds and accounts which funds shall be held by the Authority separate and apart from all other funds and moneys of the Authority and the City: (a) a special trust fund called the “Liberty Campus GI 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, 2041 shall be used solely for the payments required herein and by the Resolution; and (b) a special trust fund called the “Liberty Campus GI Project Fund” (the “Project Fund”) The Authority shall disburse any money on deposit in the Project Fund from time to time to pay or as reimbursement for payment made for the Project Costs in each case within 5 Business Days after completion of the steps set forth herein and in the Resolution. If a sufficient amount to pay a properly completed Disbursement Request (as defined in Section 4.02) is not in the Project Fund at the time of the receipt by the Authority of such request, the Authority shall notify the owner of the Note and such owner may deposit an amount sufficient to pay such request with the Authority for such payment. As set forth in the Resolution, if the Redeveloper is the owner of the Note and the Redeveloper so elects, the Authority shall make a grant to Redeveloper in the amount of an approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. Grand Island Regular Meeting - 1/18/2023 Page 95 / 211 Liberty Campus GI 2023 CRA Area 16 Page 9 ARTICLE IV OBLIGATIONS OF REDEVELOPER Section 4.01 Construction of Project; Note; Insurance. (a) Redeveloper will acquire the Project, demolish and rehabilitate structures on the site, prepare the site for redevelopment, install all required utilities and improvements in the public right-of-way in accordance with the plans and specifications provided to the Authority. Redeveloper will coordinate with the City for the City’s design and construction required for the installation of all public infrastructure improvements and right-of-way improvements. The Redeveloper shall provide and pay for infrastructure installation. Redeveloper shall pay for the costs of site acquisition, site preparation, demolition and rehabilitation, utility extension, public infrastructure and costs of the Authority as set forth on Exhibit D, from the grant provided in Section 3.04 hereof. Redeveloper shall be solely responsible for obtaining all permits and approvals necessary to acquire, construct and equip the Project. Until construction of the Project has been completed, Redeveloper shall make reports in such detail and at such times as may be reasonably requested by the Authority as to the actual progress of Redeveloper with respect to construction of the Project. Such reports shall include actual expenditures incurred as described on Exhibit D. (b) Any general contractor chosen by the Redeveloper shall be required to obtain and keep in force at all times until completion of construction, policies of insurance including coverage for contractors' general liability and completed operations. The City, the Authority and the Redeveloper shall be named as additional insureds. Any contractor chosen by the Redeveloper or the Redeveloper itself, as owner, shall be required to purchase and maintain property insurance upon the Project to the full insurable value thereof. This insurance shall insure against the perils of fire and extended coverage and shall include “All Risk" insurance for physical loss or damage. The contractor with respect to any specific contract or the Redeveloper shall also carry insurance on all stored materials. The contractor or the Redeveloper, as the case may be, shall furnish the Authority and the City with a Certificate of Insurance evidencing policies as required above. Such certificates shall state that the insurance companies shall give the Authority prior written notice in the event of cancellation of or material change in any of any of the policies. (c) Notwithstanding any provision herein to the contrary, in the event Redeveloper has not acquired fee simple title to the Redevelopment Project Area on or before December 1, 2023, this Redevelopment Contract shall be null and void and of no force or effect effective as of the date of execution hereof, and neither party shall have any liability or obligation to the other party with respect hereto. Section 4.02 Cost Certification & Disbursement of Note Proceeds. Proceeds of the Note may be advanced and disbursed in the manner set forth below: Grand Island Regular Meeting - 1/18/2023 Page 96 / 211 Liberty Campus GI 2023 CRA Area 16 Page 10 (a) There shall be submitted to the Authority a grant disbursement request (the “Disbursement Request”), executed by the Director of the City’s Planning Department and an authorized representative of the Redeveloper, (i) certifying that a portion of the Project has been substantially completed and (ii) certifying the actual costs incurred by the Redeveloper in the completion of such portion of the Project. (b) If the costs requested for reimbursement under the Disbursement Request are currently reimbursable under Exhibit D of this Redevelopment Contract and the Community Redevelopment Law, the Authority shall evidence such allocation in writing and inform the owner of the Note of any amounts allocated to the Note. (c) Upon notification from the Authority as described in Section 4.02(b), deposits to the accounts in the Project Fund may be made from time to time from funds received by the Authority from the owner of the Note (if other than the Redeveloper) in the amounts necessary to pay amounts requested in properly completed, signed and approved written Disbursement Requests as described herein. Such amounts shall be proceeds of the Note and the Treasurer of the Authority shall inform the Registrar (as defined in the Note Resolution) in writing of the date and amount of such deposits. At the option of the Redeveloper, if the Redeveloper is the owner of the Note, the Authority shall make a grant to Redeveloper in the amount of the approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. The Registrar shall keep and maintain a record of the amounts deposited into the Project Fund from Note proceeds pursuant to the terms of this Resolution as “Principal Amount Advanced” and shall enter the aggregate principal amount then Outstanding as the “Cumulative Outstanding Principal Amount” on its records maintained for the Note. The aggregate amount deposited into the Project Fund from proceeds of the Note shall not exceed $715,000. (d) Redeveloper shall retain copies of all supporting documents that are associated with the redevelopment plan or redevelopment project and that are received or generated by the Redeveloper for three years following the end of the last fiscal year in which ad valorem taxes are divided and provide such copies to the city as needed to comply with the city’s retention requirements under section 18-2117.04 of the Act. For purposes of this subsection, supporting document includes any cost-benefit analysis conducted pursuant to section 18-2113 of the Act and any invoice, receipt, claim, or contract received or generated by the redeveloper that provides support for receipts or payments associated with the division of taxes. Section 4.03 No Discrimination. Redeveloper agrees and covenants for itself its successors and assigns that it will not discriminate against any person or group of persons on account of race, sex, color, religion, national origin, ancestry, disability, marital status or receipt of public assistance in connection with the Project. Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Project, Redeveloper will not discriminate against any employee or applicant for employment because of race, religion, sex, color, national origin, ancestry, disability, marital status or receipt of public assistance. Redeveloper will comply with all applicable federal, state and local laws related to the Project. Grand Island Regular Meeting - 1/18/2023 Page 97 / 211 Liberty Campus GI 2023 CRA Area 16 Page 11 Section 4.04 Assignment or Conveyance. This Redevelopment Contract shall not be assigned by the Redeveloper without the written consent of the Authority. Such consent shall not be unreasonably withheld. Redeveloper agrees that it shall not convey any Lot or any portion thereof or any structures thereon to any person or entity that would be exempt from payment of real estate taxes, and that it will not make application for any structure, or any portion thereof, to be taxed separately from the underlying land of any Lot. Section 4.50 Payment of Authority Costs. Redeveloper shall pay to the Authority the following sums upon execution hereof: a. $4,500 for legal expenses of Authority b. $2,100 for City and Authority administrative accounting of incremental tax payments. ARTICLE V FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES Section 5.01 Financing Redeveloper shall pay all costs related to the redevelopment of the Redevelopment Project Area and the Redevelopment Project Property which are in excess of the amounts paid from the proceeds of the grant provided from the proceeds of the Indebtedness and granted to Redeveloper. Redeveloper shall timely pay all costs, expenses, fees, charges and other amounts associated with the Project. ARTICLE VI DEFAULT, REMEDIES; INDEMNIFICATION Section 6.01 General Remedies of Authority and Redeveloper. Subject to the further provisions of this Article VI, in the event of any failure to perform or breach of this Redevelopment Contract or any of its terms or conditions, by any party hereto or any successor to such party, such party, or successor, shall, upon written notice from the other, proceed immediately to commence such actions as may be reasonably designed to cure or remedy such failure to perform or breach which cure or remedy shall be accomplished within a reasonable time by the diligent pursuit of corrective action. In case such action is not taken, or diligently pursued, or the failure to perform or breach shall not be cured or remedied within a reasonable time, this Redevelopment Contract shall be in default and the aggrieved party may institute such proceedings as may be necessary or desirable to enforce its rights under this Redevelopment Contract, including, but not limited to, proceedings to compel specific performance by the party failing to perform or in breach of its obligations. The Redeveloper hereby acknowledges and agrees that the Authority shall have completed its required performances and satisfied all of its obligations under this Redevelopment Contract upon the issuance of the Indebtedness and the subsequent Grand Island Regular Meeting - 1/18/2023 Page 98 / 211 Liberty Campus GI 2023 CRA Area 16 Page 12 payment of grant amounts to the Redeveloper as set forth in Article III hereof and by complying with the obligations of all Redevelopment Contract Amendments. Section 6.02 Additional Remedies of Authority In the event that (each such event an "event of default"): (a) the Redeveloper, or its successor in interest, shall fail to commence the construction of the improvements included in the Project Costs on or before September 1, 2023, or shall abandon construction work related to the Project Costs, once commenced, for any period of 180 days, excepting delays caused by inclement weather, (b) the Redeveloper, shall fail to pay real estate taxes or assessments on the Redevelopment Project Property owned by the Redeveloper or any part thereof when due; and (c) there is a violation of any other provision of this Redevelopment Contract, and such failure or action by the Redeveloper has not been cured within 90 days following written notice from Authority, then the Redeveloper shall be in default of this Redevelopment Contract. In the event of such failure to perform, breach or default occurs and is not cured in the period herein provided, the parties agree that the damages caused to the Authority would be difficult to determine with certainty and that a reasonable estimation of the amount of damages that could be incurred is the amount of the grant to Redeveloper pursuant to Section 3.04 of this Redevelopment Contract, less any reductions in the principal amount of the Indebtedness, plus interest on such amounts as provided herein (the "Liquidated Damages Amount"). Upon the occurrence of an event of default, the Liquidated Damages Amount shall be paid by Redeveloper to Authority within 30 days of demand from Authority given to the Redeveloper. Interest shall accrue on the Liquidated Damages Amount at the rate of nine percent (9%) per annum and interest shall commence from the date that the Authority gives notice to the Redeveloper demanding payment. Payment of the Liquidated Damages Amount shall not relieve Redeveloper of its obligation to pay real estate taxes or assessments with respect to the Redevelopment Project Property and the Project. Redeveloper, on or before contracting for work included within the Project Costs, shall furnish to the Authority copies of labor and materials payment bonds and performance bonds for each contract entered into by Redeveloper related to Project Costs as provided in Section 4.01. Each such bond shall show the Authority and the City as well as the Redeveloper as beneficiary of any such bond, as and to the extent commercially obtainable (as determined in the discretion of the Authority). In addition, the Redeveloper shall provide a penal bond with good and sufficient surety to be approved by the Authority, conditioned that the Redeveloper shall at all times promptly make payments of all amounts lawfully due to all persons supplying or furnishing to any contractor Grand Island Regular Meeting - 1/18/2023 Page 99 / 211 Liberty Campus GI 2023 CRA Area 16 Page 13 or his or her subcontractors (for each contract entered into by Redeveloper related to Project Costs) with labor or materials performed or used in the prosecution of the work provided for in such contract, and will indemnify and save harmless the Authority to the extent of any payments in connection with the carrying out of such contracts which the Authority may be required to make under the law. Section 6.03 Remedies in the Event of Other Redeveloper Defaults. In the event the Redeveloper fails to perform any other provisions of this Redevelopment Contract (other than those specific provisions contained in Section 6.02), the Redeveloper shall be in default. In such an instance, the Authority may seek to enforce the terms of this Redevelopment Contract or exercise any other remedies that may be provided in this Redevelopment Contract or by applicable law; provided, however, that any defaults covered by this Section shall not give rise to a right or rescission on termination of this Redevelopment Contract, and shall not be covered by the Liquidated Damages Amount. Section 6.04 Forced Delay Beyond Party's Control. For the purposes of any of the provisions of this Redevelopment Contract, neither the Authority nor the Redeveloper, as the case may be, nor any successor in interest, shall be considered in breach of or default in its obligations with respect to the conveyance or preparation of the Redevelopment Area or any part thereof for redevelopment, or the beginning and completion of construction of the Project, or progress in respect thereto, in the event of forced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not restricted to, acts of God, or of the public enemy, acts of the Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather or delays in subcontractors due to such causes; it being the purpose and intent of this provision that in the event of the occurrence of any such forced delay, the time or times for performance of the obligations of the Authority or of the Redeveloper with respect to construction of the Project, as the case may be, shall be extended for the period of the forced delay: Provided, that the party seeking the benefit of the provisions of this section shall, within thirty (30) days after the beginning of any such forced delay, have first notified the other party thereto in writing, and of the cause or causes thereof and requested an extension for the period of the forced delay. Section 6.05 Limitations of Liability; Indemnification. Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, the Authority, nor their respective elected officials, officers, directors, appointed officials, employees, attorneys, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Authority under this Redevelopment Contract shall be the issuance of the Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, and full compliance with the terms specifically set forth Article III hereof and payment of TIF Revenues pledged pursuant to the Resolution. The Redeveloper releases the City and Authority from, agrees that neither the City nor Authority shall be liable for, and agrees to indemnify and hold the City and Authority harmless Grand Island Regular Meeting - 1/18/2023 Page 100 / 211 Liberty Campus GI 2023 CRA Area 16 Page 14 from any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each of the City and Authority and their respective elected officials, directors, officers, appointed officials, attorneys, agents, employees and members of their governing bodies free and harmless from any loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, excluding litigation expenses, attorneys' fees and expenses, or court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about that portion of the Project owned by the Redeveloper, during the term of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, related to activities of the Redeveloper or its agents during the construction of the public infrastructure or public right of ways in the Project. ARTICLE VII MISCELLANEOUS Section 7.01 Notice Recording. This Redevelopment Contract or a notice memorandum of this Redevelopment Contract may be recorded in the office of the Register of Deeds of Hall County, Nebraska. Section 7.02 Governing Law. This Redevelopment Contract shall be governed by the laws of the State of Nebraska, including but not limited to the Act. Section 7.03 Binding Effect: Amendment, Assignment. This Redevelopment Contract shall be binding on the parties hereto and their respective successors and assigns. The Redevelopment Contract shall not be amended except by a writing signed by the party to be bound. The Redeveloper may assign its rights and obligations to a controlled entity which shall be bound by all the terms hereof. Section 7.04 Effective Date and Implementation of Redevelopment Contract. This Agreement is in full force and effect from and after the date of execution hereof by both the Redeveloper and the Authority. Section 7.05 Notices to Parties. Notices to Parties shall be mailed by U. S. Mail to the following addresses: Redeveloper: Liberty Campus GI, LLC 10404 Essex Court, Suite 101 Grand Island Regular Meeting - 1/18/2023 Page 101 / 211 Liberty Campus GI 2023 CRA Area 16 Page 15 Omaha, NE 68114 Authority and City: Director Grand Island Community Redevelopment Authority Hall County Regional Planning Department 100 E 1st Street P.O. Box 1968 Grand Island, NE 68802 IN WITNESS WHEREOF, City and Redeveloper have signed this Redevelopment Contract as of the date and year first above written. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF ATTEST: GRAND ISLAND, NEBRASKA ____________________________ By:________________________ Secretary Chairman STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day ______________of 2023, by ________________ and ________________, Chairman and Secretary, respectively, of the Community Redevelopment Authority of the City of Grand Island, Nebraska, on behalf of the Authority. ____________________________ Notary Public Grand Island Regular Meeting - 1/18/2023 Page 102 / 211 Liberty Campus GI 2023 CRA Area 16 Page 16 Liberty Campus GI, LLC By:______________________ Manager STATE OF NEBRASKA ) ) SS COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this ______ day of __________, 2023, by __________________________, Manager of Liberty Campus GI, LLC, on behalf of the limited liability company. ________________________ Notary Public Grand Island Regular Meeting - 1/18/2023 Page 103 / 211 Liberty Campus GI 2023 CRA Area 16 Page 17 EXHIBIT A DESCRIPTION OF REDEVELOPMENT AREA Legal Descriptions: Lot 3 Liberty Campus Subdivision to the city of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 1/18/2023 Page 104 / 211 Liberty Campus GI 2023 CRA Area 16 Page 18 EXHIBIT B REDEVELOPMENT PLAN [Attach copy of Redevelopment Plan Amendment] Grand Island Regular Meeting - 1/18/2023 Page 105 / 211 Liberty Campus GI 2023 CRA Area 16 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 (LIBERTY CAMPUS GI PROJECT), SERIES 2023 No. R-1 Up to $715,000 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2041 7.0% REGISTERED OWNER: Liberty Campus GI, 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 By: (manual signature) Secretary Grand Island Regular Meeting - 1/18/2023 Page 106 / 211 Liberty Campus GI 2023 CRA Area 16 Page 20 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, if any, 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, 2026, 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 __________2023, 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 $715,000. 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 the security thereby created, the terms and conditions under which this Note has been issued, the rights Grand Island Regular Meeting - 1/18/2023 Page 107 / 211 Liberty Campus GI 2023 CRA Area 16 Page 21 and remedies of the Registered Owner of this Note, and the rights, duties, immunities and obligations of the City and the Authority. By the acceptance of this Note, the Registered Owner assents to all of the provisions of the Resolution. The principal of and interest hereon shall not be payable from the general funds of the City nor the Authority nor shall this Note constitute a legal or equitable pledge, charge, lien, security interest or encumbrance upon any of the property or upon any of the income, receipts, or money and securities of the City or the Authority or of any other party other than those specifically pledged under the Resolution. This Note is not a debt of the City or the Authority within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City or the Authority, and does not impose any general liability upon the City or the Authority and neither the City nor the Authority shall be liable for the payment hereof out of any funds of the City or the Authority other than the Revenues and other funds pledged under the Resolution, which Revenues and other funds have been and hereby are pledged to the punctual payment of the principal of and interest on this Note in accordance with the provisions of this Resolution. The Registered Owner may from time to time enter the respective amounts advanced pursuant to the terms of the Resolution under the column headed “Principal Amount Advanced” on Schedule 1 hereto (the “Table”) and may enter the aggregate principal amount of this Note then outstanding under the column headed “Cumulative Outstanding Principal Amount” on the Table. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the Registered Owner pursuant to the redemption provisions of the Resolution, the Registered Owner may enter the principal amount paid on this Note under the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding principal amount of this Note under the column headed “Cumulative Outstanding Principal Amount” on the Table. Notwithstanding the foregoing, the records maintained by the Trustee as to the principal amount issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding Principal Amount of this Note for all purposes. Reference is hereby made to the Resolution, a copy of which is on file in the office of the City Clerk, and to all of the provisions of which each Owner of this Note by its acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for this Note; the Revenue and other money and securities pledged to the payment of the principal of and interest on this Note; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Resolution may be amended or supplemented with or without the consent of the Owner of this Note; the rights, duties and obligations of the Authority and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Resolution or be deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. This Note is subject to redemption prior to maturity, at the option of the Authority, in 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 Grand Island Regular Meeting - 1/18/2023 Page 108 / 211 Liberty Campus GI 2023 CRA Area 16 Page 22 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 - 1/18/2023 Page 109 / 211 Liberty Campus GI 2023 CRA Area 16 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 - 1/18/2023 Page 110 / 211 Liberty Campus GI 2023 CRA Area 16 Page 24 SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA LIBERTY CAMPUS GI PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2023 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By Grand Island Regular Meeting - 1/18/2023 Page 111 / 211 Liberty Campus GI 2023 CRA Area 16 Page 25 Exhibit D Project Costs Use of Funds Source of funds Description TIF Funds Private Funds Total Building Acquisition $3,060,000 $3,060,000 Renovation Costs $10,170,000 $10,170,000 Demolition $380,000 $380,000 Grading/Dirtwork $200,000 $200,000 Planning (Arch. & Eng.) $135,000 $355,000 $490,000 Financing fees/ audit $320,000 $320,000 Legal/ TIF contract $160,000 $160,000 Developer Fees $1,450,000 $1,450,000 Other $1,200,000 $1,200,000 Total $715,000 $16,715,000 $17,430,000 Grand Island Regular Meeting - 1/18/2023 Page 112 / 211 Redevelopment Plan Amendment Grand Island CRA Area 1 September 2022 The Community Redevelopment Authority (CRA) of the City of Grand Island intends to amend the Redevelopment Plan for Area 16 with in the city, pursuant to the Nebraska Community Development Law (the “Act”) and provide for the financing of a redevelopment project in Area 16. Executive Summary: Project Description THE REDEVELOPMENT OF THE PERSHING AND ANDERSON BUILDING LOCATED AT THE SOUTHWEST CORNER OF THE VETERAN’S HOME PROPERTY NORTH OF CAPITAL AVENUE AND EAST OF BROADWELL AVENUE INCLUDING FIRE/LIFE SAFETY IMPROVEMENTS AND BUILDING REHABILITATION AND REMODELING FOR RESIDENTIAL PURPOSES. The use of Tax Increment Financing to aid in rehabilitation expenses associated with redevelopment of the two of the buildings on the veterans home campus. The developer is proposing to reuse these existing buildings and create 48 units of apartments (35 one bedroom one bath; 12 two bedroom one bath and 1 two bedroom two bath) within the buildings. This project would not be feasible without the use of TIF along with funding from the Nebraska Investment Finance Authority and Historic Tax Credits. Liberty Campus GI., LLC purchased will acquire the property for redevelopment from the HELP Foundation of Nebraska, both are subsidiaries of The White Lotus Group a development company based in Omaha, Nebraska. 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 these buildings. The Grand Island Community Redevelopment Authority (CRA) intends to pledge the ad valorem taxes generated over the 15 year period beginning January 1, 2024 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”) These buildings are located at the southwest corner of the veterans home campus at 2206 Capital Avenue in Grand Island Nebraska, the attached map identifies the subject property and the surrounding land uses. Legal Descriptions: Part of the South ½ of Section 5, Township 11north, Range 9 West of the 6th P.M in the City of Grand Island, Hall County, Nebraska. Proposed for platting as Lot 3 of the Liberty Campus Subdivision Grand Island Regular Meeting - 1/18/2023 Page 113 / 211 Existing Land Use and Subject Property Grand Island Regular Meeting - 1/18/2023 Page 114 / 211 The tax increment will be captured for the tax years the payments for which become delinquent in years 2024 through 2038 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 buildings residential uses as permitted in the RO Residential Office Zone. 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. Grand Island Regular Meeting - 1/18/2023 Page 115 / 211 1. The Redevelopment Project Area has been declared blighted and substandard by action of the Grand Island City Council on June 25, 2019.[§18-2109] Such declaration was made after a public hearing with full compliance with the public notice requirements of §18-2115 of the Act. 2. Conformation to the General Plan for the Municipality as a whole. [§18-2103 (13) (a) and §18-2110] Grand Island adopted a Comprehensive Plan on July 13, 2004. This redevelopment plan amendment and project are consistent with the Comprehensive Plan, in that no changes in the Comprehensive Plan elements are intended. This plan merely provides funding for the developer to rehabilitate the building for permitted uses on this property as defined by the current and effective zoning regulations. The Hall County Regional Planning Commission held a public hearing at their meeting on October 5, 2022 and passed Resolution 2023-01 confirming that this project is consistent with the Comprehensive Plan for the City of Grand Island. 3. The Redevelopment Plan must be sufficiently complete to address the following items: [§18-2103(13) (b)] a. Land Acquisition: The Redevelopment Plan for Area 16 provides for real property acquisition and this plan amendment does not prohibit such acquisition. The developer has acquired the property and will be transferring it to for profit sister company. 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 public development as this property was owned by the State of Nebraska; the proposed use for housing targeted at individuals age 55 and over is similar to the previous use of this property. Changes to the Future Land Use map are under consideration along with this redevelopment plan. 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 - 1/18/2023 Page 116 / 211 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 1/18/2023 Page 117 / 211 d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The area is zoned RO-Residential Office zone. No zoning changes are anticipated with this project. It is anticipated that Custer Avenue will be extended north of Capital avenue to the south and west of this property to connect to Custer Avenue as it is platted on the adjoining property to the west.. 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 buildings. 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 property was transferred to the H.E.L.P Foundation of Nebraska for redevelopment. The estimated costs of rehabilitation of this property is $10,170,000. Demolition is expected to cost $380,000. Sitework and grading at $200,000. Architecture and planning expenses are estimated at $135,000 Legal, Developer and Audit Fees of $1,930,000 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 $14,000,000. Grand Island Regular Meeting - 1/18/2023 Page 118 / 211 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 $715,000 from the proceeds of the TIF. This indebtedness will be repaid from the Tax Increment Revenues generated from the project. TIF revenues shall be made available to repay the original debt and associated interest after January 1, 2024 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 preserving these historic buildings with new uses. 8. Time Frame for Development Development of this project is anticipated to be completed by December 2023. Excess valuation should be available for this project for 15 years beginning with the 2024 tax year. 9. Justification of Project These buildings at the former Grand Island Veterans’ Home in north central Grand Island will be preserved with this project. The developer intends to make the units available to persons aged 55 and over with a preference for veterans, gold star families and the surviving spouse of a veteran. This proposed use will provide housing in Grand Island and honor the history of the Veterans’ Home. Grand Island Regular Meeting - 1/18/2023 Page 119 / 211 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 $715,000 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 $16,715,000 in private sector financing; a private investment of $23.78 for every TIF dollar invested. Use of Funds Source of funds Description TIF Funds Private Funds Total Building Acquisition $3,060,000 $3,060,000 Renovation Costs $10,170,000 $10,170,000 Demolition $380,000 $380,000 Grading/Dirtwork $200,000 $200,000 Planning (Arch. & Eng.) $135,000 $355,000 $490,000 Financing fees/ audit $320,000 $320,000 Legal/ TIF contract $160,000 $160,000 Developer Fees $1,450,000 $1,450,000 Other $1,200,000 $1,200,000 Total $715,000 $16,715,000 $17,430,000 Tax Revenue. The property to be redeveloped is anticipated to have a January 1, 2024, valuation of approximately $5,085,000. Based on the 2021 levy this would result in a real property tax of approximately $110,262. It is anticipated that the assessed value will increase by $4,685,000 upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $101,589 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 2023 assessed value: $400,000 Estimated value after completion $5,085,000 Increment value $4,685,000 Annual TIF generated (estimated)$101,598 TIF bond issue $715,000 Grand Island Regular Meeting - 1/18/2023 Page 120 / 211 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $400,000. The proposed redevelopment will create additional valuation of $4,685,000. A tax shift of $715,000 is anticipated from the project. It is not anticipated that any additional tax burdens will be assumed by public entities as a result of this 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. (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 residential options in 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 This project will not have a negative impact on other employers in any manner different from any other similar housing projects within the Grand Island area. (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 plan for this development is that the units will be marketed to seniors aged 55 and older with a preference for veterans. This does not preclude the possibility of renting to non-veterans or those younger than age 55. The majority of the units to be developed with this project are one bedroom units (Anderson building 10 of 17; Pershing Building 25 of 31) and unlikely to be a family units, especially for families with school age children, with the rest planned as two bedroom units (Anderson 7 of 17; Pershing 6 of 31). 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 25 school age children generated by this development though that is mitigated by the fact that there a majority (35 of 48) of these units are 1 bedroom units. If the one bedroom units are excluded a maximum of 7 Grand Island Regular Meeting - 1/18/2023 Page 121 / 211 school age children would be generated by this development (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 and the CRA to breath life back into the Veterans Home property. The property has been vacant since the home moved to Kearney in 2016. This property was conveyed to the CRA and then immediately to the developer on July 15, 2020. Time Frame for Development Development of this project is anticipated to be completed December 2023. The base tax year should be calculated on the value of the property as of January 1, 2024. Excess valuation should be available for this project for 15 years beginning in 2024 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 $715,000 the projected amount of increment based upon the anticipated value of the project and current tax rate. Based on the estimates of the expenses of the rehabilitation the developer will spend at least $14,000,000.on TIF eligible activities in excess of other grants given. Grand Island Regular Meeting - 1/18/2023 Page 122 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 421 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, TAX INCREMENT DEVELOPMENT REVENUE NOTES OR OTHER OBLIGATION, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $715,000 FOR THE PURPOSE OF (1) PAYING THE COSTS OF ACQUIRING, DEMOLISHING, CONSTRUCTING, RECONSTRUCTING, IMPROVING, EXTENDING, REHABILITATING, INSTALLING, EQUIPPING, FURNISHING AND COMPLETING CERTAIN IMPROVEMENTS WITHIN THE AUTHORITY’S LIBERTY CAMPUS GI, LLC, REDEVELOPMENT PROJECT AREA, SPECIFICALLY INCLUDING SITE PURCHASE, PREPARATION, DEMOLITION, UTILITY EXTENSION AND (2) PAYING THE COSTS OF ISSUANCE THEREOF; PRESCRIBING THE FORM AND CERTAIN DETAILS OF THE NOTE OR OTHER OBLIGATION; PLEDGING CERTAIN TAX REVENUE AND OTHER REVENUE TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTE OR OTHER OBLIGATION AS THE SAME BECOME DUE; LIMITING PAYMENT OF THE NOTE OR OTHER OBLIGATION TO SUCH TAX REVENUES; CREATING AND ESTABLISHING FUNDS AND ACCOUNTS; DELEGATING, AUTHORIZING AND DIRECTING THE FINANCE DIRECTOR TO EXERCISE HIS OR HER INDEPENDENT DISCRETION AND JUDGMENT IN DETERMINING AND FINALIZING CERTAIN TERMS AND PROVISIONS OF THE NOTE OR OTHER OBLIGATION NOT SPECIFIED HEREIN; APPROVING A REDEVELOPMENT CONTRACT AND REDEVELOPMENT PLAN; TAKING OTHER ACTIONS AND MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE FOREGOING; AND RELATED MATTERS. BE IT RESOLVED BY THE MEMBERS OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA: ARTICLE I FINDINGS AND DETERMINATIONS Section 1.1. Findings and Determinations. The Members of the Community Redevelopment Authority of the City of Grand Island, Nebraska (the “Authority”) hereby find and determine as follows: (a) The City of Grand Island, Nebraska (the “City”), pursuant to the Plan Resolution (hereinafter defined), approved the City of Grand Island Redevelopment Area #1 Plan Amendment September 2022 (the “Redevelopment Plan”) under and pursuant to which the Authority shall undertake from time to time to redevelop and rehabilitate the Redevelopment Area (hereinafter defined). (b) Pursuant to the Redevelopment Plan, the Authority has previously obligated itself and/or will hereafter obligate itself to provide a portion of the financing to acquire, construct, reconstruct, improve, extend, rehabilitate, install, equip, furnish and complete, at the cost and expense of the Redeveloper, a Grand Island Regular Meeting - 1/18/2023 Page 123 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -2- portion of the improvements (as defined in the Redevelopment Contract hereinafter identified) in the Redevelopment Area (the “Project Costs”), including, without limitation site acquisition of the Project Site (as defined in the Redevelopment Contract), (collectively, the “Project”), as more fully described in the Redevelopment Contract (hereinafter defined). (c) The Authority is authorized by the Redevelopment Law (hereinafter defined) to issue tax allocation notes for the purpose of paying the costs and expenses of the Project, the principal of which is payable from certain tax revenues as set forth in the Redevelopment Law. (d) In order to provide funds to pay a portion of the costs of the Project, it is necessary, desirable, advisable, and in the best interest of the Authority for the Authority to issue a Tax Increment Development Revenue Note or other obligation in an aggregate principal amount not to exceed $715,000 (the “Note”). (e) All conditions, acts and things required to exist or to be done precedent to the issuance of the Note do exist and have been done as required by law. ARTICLE II CERTAIN DEFINITIONS; COMPUTATIONS; CERTIFICATES AND OPINIONS; ORDERS AND DIRECTIONS Section 2.1. Definitions of Special Terms. Unless the context clearly indicates some other meaning or may otherwise require, and in addition to those terms defined elsewhere herein, the terms defined in this Section 2.1 shall, for all purposes of this Resolution, any Resolution or other instrument amendatory hereof or supplemental hereto, instrument or document herein or therein mentioned, have the meanings specified herein, with the following definitions to be equally applicable to both the singular and plural forms of any terms defined herein: “Authority” means the Community Redevelopment Authority of the City of Grand Island, Nebraska. City” means the City of Grand Island, Nebraska. “Project Costs” means the redevelopment project costs (as defined in the Redevelopment Contract) in the Redevelopment Area, the costs of which are eligible to be paid from the proceeds of the Note. “Assessor” means the Assessor of Hall County, Nebraska. “Note” means the Liberty Campus GI, LLC, Redevelopment Project Tax Increment Development Revenue Note Series 2023 of the Authority, in an aggregate principal amount not to exceed $715,000, issued pursuant to this Resolution and shall include any note, including refunding note, interim certificate, debenture, or other obligation issued pursuant to the Redevelopment Law. At the option of the Owner of the Note, the titular designation of such Note may be revised to state note, interim certificate, debenture, obligation, or such other designation as is appropriate. “Secretary” means the Secretary of the Authority. “Cumulative Outstanding Principal Amount” means the aggregate principal amount of the Note issued and Outstanding from time to time in accordance with the provisions of this Resolution, as reflected in the records maintained by the Registrar as provided in this Resolution. Grand Island Regular Meeting - 1/18/2023 Page 124 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -3- “Date of Original Issue” means the date the Note is initially issued, which shall be the date of the first allocation of principal on the Note as further described in Section 3.2. “Debt Service” means, as of any particular date of computation, and with respect to any period, the amount to be paid or set aside as of such date or such period for the payment of the principal on the Note. “Escrow Obligations” means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby. “Finance Director” means the Treasurer/Finance Director or Acting Treasurer/Finance Director, as the case may be, of the City. “Fiscal Year” means the twelve-month period established by the City or provided by law from time to time as its fiscal year. “Government Obligations” means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. “Improvements” means the improvements to be constructed, reconstructed, acquired, improved, extended, rehabilitated, installed, equipped, furnished and completed in the Project Area in accordance with the Redevelopment Plan, including, but not limited to, the improvements constituting the Project (as defined in the Redevelopment Contract). “Payment Date” means June 1 and December 1 of each year any Note is outstanding, commencing on the first Payment Date following the Date of Original Issue. “Chairman” means the Chairman of the Authority. “Outstanding” means when used with reference to any Note, as of a particular date, all Notes theretofore authenticated and delivered under this Resolution except: (a) Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation; (b) Notes which are deemed to have been paid in accordance with Section 10.1 hereof; (c) Notes alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in Section 3.9 hereof; and Grand Island Regular Meeting - 1/18/2023 Page 125 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -4- (d) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Resolution. “Owner” means the person(s) identified as the owner(s) of the Note from time to time, as indicated on the books of registry maintained by the Registrar. “Plan Resolution” means, Resolution No. ___________ of the City, together with any other resolution providing for an amendment to the Redevelopment Plan. “Project Area” means the area identified and referred to as the Project Site in the Redevelopment Contract. “Record Date” means, for each Payment Date, the 15th day immediately preceding such Payment Date. “Redeveloper” means the Redeveloper as defined in the Redevelopment Contract responsible for constructing, reconstructing, acquiring, improving, extending, rehabilitating, installing, equipping, furnishing and completing the Project. “Redeveloper Note” means any Note that is owned by the Redeveloper according to the records of the Registrar. “Redevelopment Contract” means the City of Grand Island Redevelopment Contract Liberty Campus GI, LLC, Redevelopment Project, dated the date of its execution, between the Authority, and the Liberty Campus GI, LLC, a Nebraska limited liability company, relating to the Project. “Redevelopment Area” means the community redevelopment area described, defined or otherwise identified or referred to in the Redevelopment Plan. “Redevelopment Law” means Article VIII, Section 12 of the Constitution of the State and Chapter 18, Article 21, Reissue Revised Statutes of Nebraska, as amended. “Redevelopment Plan” means the “City of Grand Island Redevelopment Plan Amendment for Redevelopment Area #1 September 2022” passed, adopted and approved by the City pursuant to the Plan Resolution, and shall include any amendment of such Redevelopment Plan heretofore or hereafter made by the City pursuant to law. “Refunding Notes” means the notes authorized to be issued pursuant to Article V. “Registrar” means the Treasurer of the City of Grand Island, Nebraska, in its capacity as registrar and paying agent for the Note. “Resolution” means this Resolution as from time to time amended or supplemented. “Revenue” means the Tax Revenue. “Special Fund” means the funds by that name created in Section 7.1. “State” means the State of Nebraska. Grand Island Regular Meeting - 1/18/2023 Page 126 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -5- “Tax Revenue” means, with respect to the Project Area, (a) those tax revenues referred to (1) in the last sentence of the first paragraph of Article VIII, Section 12 of the Constitution of the State and (2) in Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, and (b) all payments made in lieu thereof. “Treasurer” means the Treasurer of Hall County, Nebraska. Section 2.2. Definitions of General Terms. Unless the context clearly indicates otherwise or may otherwise require, in this Resolution words importing persons include firms, partnerships, associations, limited liability companies (public and private), public bodies and natural persons, and also include executors, administrators, trustees, receivers or other representatives. Unless the context clearly indicates otherwise or may otherwise require, in this Resolution the terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Resolution as a whole and not to any particular section or subdivision thereof. Unless the context clearly indicates otherwise or may otherwise require, in this Resolution: (a) references to Articles, Sections and other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding Articles, Sections or subdivisions of this Resolution as such Articles, Sections, or subdivisions may be amended or supplemented from time to time; and (b) the word “heretofore” means before the time of passage of this Resolution, and the word “hereafter” means after the time of passage of this Resolution. Section 2.3. Computations. Unless the facts shall then be otherwise, all computations required for the purposes of this Resolution shall be made on the assumption that the principal on the Note shall be paid as and when the same become due. Section 2.4. Certificates, Opinions and Reports. Except as otherwise specifically provided in this Resolution, each certificate, opinion or report with respect to compliance with a condition or covenant provided for in this Resolution shall include: (a) a statement that the person making such certificate, opinion or report has read the pertinent provisions of this Resolution to which such covenant or condition relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate, opinion or report are based; (c) a statement that, in the opinion of such person, he has made such examination and investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; and (e) an identification of any certificates, opinions or reports or other sources or assumptions relied on in such certificate, opinion or report. Section 2.5. Evidence of Action by the Authority. Except as otherwise specifically provided in this Resolution, any request, direction, command, order, notice, certificate or other instrument of, by or from the City or the Authority shall be effective and binding upon the Authority, respectively, for the purposes of this Resolution if signed by the Chairman, the Vice Chairman, the Secretary, the Treasurer of the Authority, the Finance Director, the Planning Director or by any other person or persons authorized to execute the same by statute, or by a resolution of the City or the Authority, respectively. Grand Island Regular Meeting - 1/18/2023 Page 127 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -6- ARTICLE III AUTHORIZATION AND ISSUANCE OF THE NOTE; GENERAL TERMS AND PROVISIONS Section 3.1. Authorization of Note. Pursuant to and in full compliance with the Redevelopment Law and this Resolution, and for the purpose of providing funds to pay (a) the cost of acquiring, constructing, reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing, and completing the Project, and (b) the costs of issuing the Note, the Authority shall issue one Note (the “Note”) in an aggregate principal amount not to exceed $715,000. The Note shall be designated as “Community Redevelopment Authority of the City of Grand Island, Nebraska, Liberty Campus GI, LLC, Redevelopment Project Tax Increment Development Revenue Note Series 2023,” shall have an appropriate series designation as determined by the Finance Director, shall be dated the Date of Original Issue, shall mature, subject to right of prior redemption, not later than the December 31, 2041, and shall bear interest at an annual rate of 7.00%. The Note shall be issued as a single Note as further described in Section 3.2. The Note is a special, limited obligation of the Authority payable solely from the Revenue and the amounts on deposit in the funds and accounts established by this Resolution. The Note shall not in any event be a debt of the Authority (except to the extent of the Revenue and other money pledged under this Resolution), the State, nor any of its political subdivisions, and neither the Authority (except to the extent of the Revenue and other money pledged under this Resolution), the City, the State nor any of its political subdivisions is liable in respect thereof, nor in any event shall the principal of or interest on the Note be payable from any source other than the Revenue and other money pledged under this Resolution. The Note does not constitute a debt within the meaning of any constitutional, statutory, or charter limitation upon the creation of general obligation indebtedness of the Authority and does not impose any general liability upon the Authority. Neither any official of the Authority nor any person executing the Note shall be liable personally on the Note by reason of its issuance. The validity of the Note is not and shall not be dependent upon the completion of the Project or upon the performance of any obligation relative to the Project. The Revenue and the amounts on deposit in the funds and accounts established by this Resolution are hereby pledged and assigned for the payment of the Note and shall be used for no other purpose than to pay the principal of or interest on the Note, except as may be otherwise expressly authorized in this Resolution. The Note shall not constitute a debt of the Authority or the City within the meaning of any constitutional, statutory, or charter limitation upon the creation of general obligation indebtedness of the Authority, and neither the Authority nor the City shall not be liable for the payment thereof out of any money of the Authority or the City other than the Tax Revenue and the other funds referred to herein. Nothing in this Resolution shall preclude the payment of the Note from (a) the proceeds of future notes issued pursuant to law or (b) any other legally available funds. Nothing in this Resolution shall prevent the City or the Authority from making advances of its own funds howsoever derived to any of the uses and purposes mentioned in this Resolution. Section 3.2. Details of Note; Authority of Finance Director. (a) The Note shall be dated the Date of Original Issue and shall be issued to the purchaser thereof, as the Owner, in installments. The Note shall be delivered on the earlier of allocation of the maximum principal amount of the Note or upon the issuance of a certificate of occupancy of the building constituting the Project. The Note shall be issued as a single Note with appropriate series designation. (b) Proceeds of the Note may be advanced and disbursed in the manner set forth below: Grand Island Regular Meeting - 1/18/2023 Page 128 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -7- (1) There shall be submitted to the Finance Director a disbursement request in a form acceptable to the Finance Director (the “Disbursement Request”), executed by the City’s Planning Director and an authorized representative of the Redeveloper, (A) certifying that a portion of the Project has been substantially completed and (B) certifying the actual costs incurred by the Redeveloper in the completion of such portion of the Project. (2) The Finance Director shall evidence such allocation in writing and inform the Owner of the Note of any amounts allocated to the Note. (3) Such amounts shall be deemed proceeds of the Note and the Finance Director shall inform the Registrar in writing of the date and amount of such allocation. The Registrar shall keep and maintain a record of the amounts allocated to the note pursuant to the terms of this Resolution as “Principal Amount Advanced” and shall enter the aggregate principal amount then Outstanding as the “Cumulative Outstanding Principal Amount” on the Note and its records maintained for the Note. The aggregate amount endorsed as the Principal amount Advanced on the Note shall not in the aggregate exceed $715,000. The Authority shall have no obligation to pay any Disbursement Request unless such request has been properly approved as described above, and proceeds of the Note have been deposited by the Owner of the Note (if other than the Redeveloper) into the Project Fund. The records maintained by the Registrar as to principal amount advanced and principal amounts paid on the Note shall be the official records of the Cumulative Outstanding Principal Amount for all purposes. (c) The Note shall be dated the Date of Original Issue, which shall be the initial date of a allocation of the Note. (d) As of the Date of Original Issue of the Note, there shall be delivered to the Registrar the following: (1) A signed investor’s letter in a form acceptable to the Finance Director and Note Counsel; and (2) Such additional certificates and other documents as the special counsel for the Authority may require. (e) The note shall bear 7.00% interest on the Cumulative Outstanding Principal Amount of the Note from the Date of Original Issue. (f) The principal of the Note shall be payable in any coin or currency of the United States of America from all funds held by the which on the respective dates of payment thereof is legal tender for the payment of public and private debts. Payments on the Note due prior to maturity or earlier redemption and payment of any principal upon redemption price to maturity shall be made by check mailed by the Registrar on each Interest Payment Date to the Owners, at the Owners’ address as it appears on the books of registry maintained by the Registrar on the Record Date. The principal of the Note due at maturity or upon earlier redemption shall be payable upon presentation and surrender of the Note to the Registrar. When any portion of the Note shall have been duly called for redemption and payment thereof duly made or provided for, interest thereon shall cease on the principal amount of such Note so redeemed from and after the date of redemption thereof. Grand Island Regular Meeting - 1/18/2023 Page 129 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -8- (g) The Note shall be executed by the manual signatures of the Chairman and Secretary of the Authority. In case any officer whose signature shall appear on any Note shall cease to be such officer before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if s/he had remained in office until such delivery, and the Note may be signed by such persons as at the actual time of the execution of such Note shall be the proper officers to sign such Note although at the date of such Note such persons may not have been such officers. (i) The Finance Director is hereby authorized to hereafter, from time to time, specify, set, designate, determine, establish and appoint, as the case may be, and in each case in accordance with and subject to the provisions of this Resolution, (1) the Date of Original Issue, the principal amount of the Note in accordance with Section 3.2(a), (2) the maturity date of the Note, which shall be not later than December 31, 2041, (3) the initial Payment Date and (4) any other term of the Note not otherwise specifically fixed by the provisions of this Resolution. (j) Any Note issued upon transfer or exchange of any other Note shall be dated as of the Date of Original Issue. (k) The Note shall be issued to such Owner as shall be mutually agreed between the Redeveloper and the Finance Director for a price equal to 100% of the principal amount thereof. No Note shall be delivered to any Owner unless the Authority shall have received from the Owner thereof such documents as may be required by the Finance Director to demonstrate compliance with all applicable laws, including without limitation compliance with Section 3.6 hereof. The Authority may impose such restrictions on the transfer of any Note as may be required to ensure compliance with all requirements relating to any such transfer. Section 3.3. Form of Note Generally. The Note shall be issued in registered form. The Note shall be in substantially the form set forth in Article IX, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution and with such additional changes as the Finance Director may deem necessary or appropriate. The Note may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. Section 3.4. Appointment of Registrar. The Finance Director is hereby appointed the registrar and paying agent for the Note. The Registrar shall specify its acceptance of the duties, obligations and trusts imposed upon it by the provisions of this Resolution by a written instrument deposited with the Authority prior to the Date of Original Issue of the initial Note. The Authority reserves the right to remove the Registrar upon 30 days’ notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and the Note in its possession to the successor Registrar and shall deliver the note register to the successor Registrar. The Registrar shall have only such duties and obligations as are expressly stated in this Resolution and no other duties or obligations shall be required of the Registrar. Section 3.5. Exchange of Note. Any Note, upon surrender thereof at the principal office of the Registrar, together with an assignment duly executed by the Owner or its attorney or legal representative in such form as shall be satisfactory to the Registrar, may, at the option of the Owner thereof, be exchanged for another Note in a principal amount equal to the principal amount of the Note surrendered or exchanged, of the same series and maturity and bearing interest at the same rate. The Authority shall make provision for the exchange of the Note at the principal office of the Registrar. Section 3.6. Negotiability, Registration and Transfer of Note. The Registrar shall keep books for the registration and registration of transfer of the Note as provided in this Resolution. The transfer of the Note may be registered only upon the books kept for the registration and registration of transfer of the Note upon Grand Island Regular Meeting - 1/18/2023 Page 130 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -9- (a) surrender thereof to the Registrar, together with an assignment duly executed by the Owner or its attorney or legal representative in such form as shall be satisfactory to the Registrar and (b) evidence acceptable to the Authority that the assignee is a bank or a qualified institutional buyer as defined in Rule 144A promulgated by the Securities and Exchange Commission. Prior to any transfer and assignment, the Owner will obtain and provide to the Authority, an investor’s letter in form and substance satisfactory to the Authority evidencing compliance with the provisions of all federal and state securities laws, and will deposit with the Authority an amount to cover all reasonable costs incurred by the Authority, including legal fees, of accomplishing such transfer. A transfer of any Note may be prohibited by the Authority if (1) a default then exists under the Redevelopment Contract, (2) the assessed valuation of the Redeveloper Property (as defined in the Redevelopment Contract) is less than the projected amount in the application filed by the Redeveloper with the authority or (3) a protest of the valuation of the Redeveloper Property is ongoing. Upon any such registration of transfer the Authority shall execute and deliver in exchange for such Note a new Note, registered in the name of the transferee, in a principal amount equal to the principal amount of the Note surrendered or exchanged, of the same series and maturity and bearing interest at the same rate. In all cases in which any Note shall be exchanged or a transfer of a Note shall be registered hereunder, the Authority shall execute at the earliest practicable time execute and deliver a Note in accordance with the provisions of this Resolution. The Note surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Registrar. Neither the Authority nor the Registrar shall make a charge for the first such exchange or registration of transfer of any Note by any Owner. The Authority or the Registrar, or both, may make a charge for shipping, printing and out-of-pocket costs for every subsequent exchange or registration of transfer of such Note sufficient to reimburse it or them for any and all costs required to be paid with respect to such exchange or registration of transfer. Neither the Authority nor the Registrar shall be required to make any such exchange or registration of transfer of any Note during the period between a Record Date and the corresponding Interest Payment Date. Section 3.7. Ownership of Note. As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of or interest on such Note shall be made only to or upon the order of the Owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid. Section 3.8. Disposition and Destruction of Note. The Note, upon surrender to the Registrar for final payment, whether at maturity or upon earlier redemption, shall be canceled upon such payment by the Registrar and, upon written request of the Finance Director, be destroyed. Section 3.9. Mutilated, Lost, Stolen or Destroyed Note. If any Note becomes mutilated or is lost, stolen or destroyed, the Authority shall execute and deliver a new Note of like date and tenor as the Note mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Note, such mutilated Note shall first be surrendered to the Authority. In the case of any lost, stolen or destroyed Note, there first shall be furnished to the Authority evidence of such loss, theft or destruction satisfactory to the Authority, together with indemnity to the Authority satisfactory to the Authority. If any such Note has matured, is about to mature or has been called for redemption, instead of delivering a substitute Note, the Authority may pay the same without surrender thereof. Upon the issuance of any substitute Note, the Authority may require the payment of an amount by the Owner sufficient to reimburse the Authority for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. Section 3.10. Non-presentment of Note. If any Note is not presented for payment when the principal thereof becomes due and payable as therein and herein provided, whether at the stated maturity thereof or call for optional or mandatory redemption or otherwise, if funds sufficient to pay such Note have Grand Island Regular Meeting - 1/18/2023 Page 131 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -10- been made available to the Registrar all liability of the Authority to the Owner thereof for the payment of such Note shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Registrar to hold such funds, without liability for interest thereon, for the benefit of the Owner of such Note, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on their part under this Resolution or on, or with respect to, said Note. If any Note is not presented for payment within five years following the date when such Note becomes due, the Registrar shall repay to the Authority the funds theretofore held by it for payment of such Note, and such Note shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the Authority, and the Registered Owner thereof shall be entitled to look only to the Authority for payment, and then only to the extent of the amount so repaid to it by the Registrar, and the Authority shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. ARTICLE IV REDEMPTION OF NOTE Section 4.1. Redemption of Note. The Note is subject to redemption at the option of the Authority prior to the maturity thereof at any time as a whole or in part from time to time in such principal amount as the Authority shall determine, at a redemption price equal to 100% of the principal amount then being redeemed plus accrued interest thereon to the date fixed for redemption. Section 4.2. Redemption Procedures. The Finance Director is hereby authorized, without further action of the Council, to call all or any portion of the principal of the Note for payment and redemption prior to maturity on such date as the Finance Director shall determine, and shall deposit sufficient funds in the Debt Service Account from the Surplus Account to pay the principal being redeemed plus the accrued interest thereon to the date fixed for redemption. The Finance Director may effect partial redemptions of any Note without notice to the Owner and without presentation and surrender of such Note, but total redemption of any Note may only be effected with notice to the Owner and upon presentation and surrender of such Note to the Registrar. Notice of a total redemption of any Note shall be sent by the Registrar by first-class mail not less than five days prior to the date fixed for redemption to the Owner’s address appearing on the books of registry maintained by the Registrar and indicate (a) the title and designation of the Note, (b) the redemption date, and (c) a recitation that the entire principal balance of such Note plus all accrued interest thereon is being called for redemption on the applicable redemption date. Section 4.3. Determination of Outstanding Principal Amount of Note. Notwithstanding the amount indicated on the face of any Note, the principal amount of such Note actually Outstanding from time to time shall be determined and maintained by the Registrar. The Registrar shall make a notation in the books of registry maintained for each Note indicating the original principal advance of such Note as determined in accordance with Section 3.2 and make such additional notations as are required to reflect any additional principal advances or redemptions of such Note from time to time, including on the Table of Cumulative Outstanding Principal Amount attached to each Note if it is presented to the Registrar for that purpose. Any Owner may examine the books of registry maintained by the Registrar upon request, and the Registrar shall grant such request as soon as reasonably practicable. Any failure of the Registrar to record a principal advance or a redemption on the Table of Cumulative Outstanding Principal Amount shall not affect the Cumulative Outstanding Principal Amount shown on the records of the Registrar. Grand Island Regular Meeting - 1/18/2023 Page 132 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -11- ARTICLE V REFUNDING NOTES Section 5.1. Refunding Notes. Refunding Notes may be issued at any time at the direction of the Finance Director for the purpose of refunding (including by purchase) any Note or any portion thereof, including amounts to pay principal to the date of maturity or redemption (or purchase) and the expenses of issuing the Refunding Notes and of effecting such refunding; provided that the Debt Service on all notes to be outstanding after the issuance of the Refunding Notes shall not be greater in any Fiscal Year than would have been the Debt Service in such Fiscal Year were such refunding not to occur. ARTICLE VI EFFECTIVE DATE OF PROJECT; PLEDGE OF REVENUE Section 6.1. Effective Date of Project. For purposes of Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, the effective date of the Project shall be determined as set forth in the Redevelopment Contract. The Planning Director is hereby directed to notify the Assessor of the effective date of the Project on the form prescribed by the Property Tax Administrator. Section 6.2. Collection of Revenue; Pledge of Revenue. As provided for in the Redevelopment Plan, and pursuant to the provisions of the Redevelopment Law, for the period contemplated thereby, the Tax Revenue collected in the Project Area shall be allocated to and, when collected, paid into the Special Fund under the terms of this Resolution to pay the principal on the Note. When the Note has been paid in accordance with this Resolution, the Redevelopment Plan and the Redevelopment Contract, the Tax Revenue shall be applied as provided for in the Redevelopment Law. The Revenue is hereby allocated and pledged in its entirety to the payment of the principal on the Note and to the payment of the Project Costs (including the Project), until the principal on the Note has been paid (or until money for that purpose has been irrevocably set aside), and the Revenue shall be applied solely to the payment of the principal on the Note. Such allocation and pledge is and shall be for the sole and exclusive benefit of the Owner and shall be irrevocable. Section 6.3. Potential Insufficiency of Revenue. Neither the Authority nor the City makes any representations, covenants, or warranties to the Owner that the Revenue will be sufficient to pay the principal of or interest on the Note. Payment of the principal of and interest on the Note is limited solely and exclusively to the Revenue pledged under the terms of this Resolution, and is not payable from any other source whatsoever. Grand Island Regular Meeting - 1/18/2023 Page 133 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -12- ARTICLE VII CREATION OF FUNDS AND ACCOUNTS; PAYMENTS THEREFROM Section 7.1. Creation of Funds and Account. There is hereby created and established by the Authority the following funds and accounts which funds shall be held by the Finance Director of the City separate and apart from all other funds and moneys of the Authority and the City under his or her control: (a) a special trust fund called the “Liberty Campus GI, LLC Redevelopment Project Tax Increment 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 Payment Date (i) to make any payments to the City and Authority as may be required under the Redevelopment Contract and (ii) to pay principal on the Note to the extent of any money then remaining the Note Fund on such Payment Date. Money in the Note Fund shall be used solely for the purposes described in this Section 7.1 (a). All Revenues received through and including December 31, 2041, shall be used solely for the payments required by this Section 7.1 (a); and (b) a special trust fund called the “Liberty Campus GI, 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 3.2. 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 Agency of such request, the Agency shall notify the owner of the Note and such owner may deposit an amount sufficient to pay such request with the Agency for such payment. As set forth in Section 3.2, if the Redeveloper is the owner of the Note and the Redeveloper so elects, the Agency 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 VIII COVENANTS OF THE AUTHORITY So long as the Note is outstanding and unpaid, the Authority will (through its proper officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in this Resolution or in the Note, including the following covenants and agreements for the benefit of the Owner which are necessary, convenient and desirable to secure the Note and will tend to make them more marketable; provided, however, that such covenants do not require either the City or the Authority to expend any money other than the Revenue nor violate the provisions of State law with respect to tax revenue allocation. Section 8.1. No Priority. The Authority covenants and agrees that it will not issue any obligations the principal of or interest on which is payable from the Revenue which have, or purport to have, any lien upon the Revenue prior or superior to or in parity with the lien of the Note; provided, however, that nothing in this Resolution shall prevent the Authority from issuing and selling notes or other obligations which have, or purport to have, any lien upon the Revenue which is junior to the Note and the Debt Service thereon, or from issuing and selling notes or other obligations which are payable in whole or in part from sources other than the Revenue. Section 8.2. To Pay Principal of the Note. The Authority will duly and punctually pay or cause to be paid solely from the Revenue the principal of the Note on the dates and at the places and in the manner provided in the Note according to the true intent and meaning thereof and hereof, and will faithfully do and Grand Island Regular Meeting - 1/18/2023 Page 134 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -13- perform and fully observe and keep any and all covenants, undertakings, stipulations and provisions contained in the Note and in this Resolution. Section 8.4. Books of Account; Financial Statements. The Authority covenants and agrees that it will at all times keep, or cause to be kept, proper and current books of account (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Project, the Revenue and other funds relating to the Project. Section 8.5. Eminent Domain Proceeds. The Authority covenants and agrees that should all or any part of the Project be taken by eminent domain or other proceedings authorized by law for any public or other use under which the property will be exempt from ad valorem taxation, the net proceeds realized by the Authority therefrom shall constitute Project Revenue and shall be deposited into the Special Fund and used for the purposes and in the manner described in Section 7.2. Section 8.6. Protection of Security. The Authority is duly authorized under all applicable laws to create and issue the Note and to adopt this Resolution and to pledge the Revenue in the manner and to the extent provided in this Resolution. The Revenue so pledged is and will be free and clear of any pledge, lien, charge, security interest or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge created by this Resolution, except as otherwise expressly provided herein, and all corporate action on the part of the Authority to that end has been duly and validly taken. The Note is and will be a valid obligation of the Authority in accordance with its terms and the terms of this Resolution. The Authority shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of and security interest granted with respect to the Revenue pledged under this Resolution and all the rights of the Owner under this Resolution against all claims and demands of all persons whomsoever. ARTICLE IX FORM OF NOTE Section 9.1. Form of Note. The Note shall be in substantially the following form: (FORM OF NOTE) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE TRANSFERRED UNLESS THE PROPOSED ASSIGNEE IS A BANK OR A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION AND THE OWNER HAS OBTAINED AND PROVIDED TO THE AUTHORITY, PRIOR TO SUCH TRANSFER AND ASSIGNMENT, AN INVESTOR’S LETTER IN FORM AND SUBSTANCE SATISFACTORY TO THE AUTHORITY EVIDENCING THE COMPLIANCE WITH THE PROVISIONS OF ALL FEDERAL AND STATE SECURITIES LAWS AND CONTAINING SUCH OTHER REPRESENTATIONS AS THE AUTHORITY MAY REQUIRE. THIS NOTE MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS AND CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN SECTION 3.6 OF RESOLUTION NO. ____________ OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. Grand Island Regular Meeting - 1/18/2023 Page 135 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -14- UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA LIBERTY CAMPUS GI, LLC, REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2023 No. R-1 Up to an aggregate amount of $715,000 Date of Date of Rate of Original Issue Maturity Interest December 31, 2041 7.00% REGISTERED OWNER: LIBERTY CAMPUS GI, LLC PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE NOTE SET FORTH ON THE FOLLOWING PAGES, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA has caused this Note to be signed by the manual signature of the Chairman of the Authority, countersigned by the manual signature of the Secretary of the Authority. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA [S E A L] By: (manual signature) Chairman By: (manual signature) Secretary The COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (the “Authority”) acknowledges itself indebted to, and for value received hereby promises to pay, but solely from certain specified tax revenues to the Registered Owner named above, or registered assigns, on the Date of Maturity stated above (or earlier as hereinafter referred to), the Principal Amount on Schedule 1 attached hereto upon presentation and surrender hereof at the office of the registrar and paying agent herefor, the Treasurer of the City of Grand Island, Nebraska (the “Registrar”), payable semiannually on June 1 and December 1 of each year until payment in full of such Principal Amount, beginning June 1, 2026, by check or draft mailed to the Registered Owner hereof as shown on the note Grand Island Regular Meeting - 1/18/2023 Page 136 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -15- registration books maintained by the Registrar on the 15th day of the month preceding the month in which the applicable payment date occurs, at such Owner’s address as it appears on such note registration books. The principal of this Note is payable in any coin or currency which on the respective dates of payment thereof is legal tender for the payment of debts due the United States of America. This Note is issued by the Authority under the authority of and in full compliance with the Constitution and statutes of the State of Nebraska, including particularly Article VIII, Section 12 of the Nebraska Constitution, Sections 18-2101 to 18-2155, inclusive, Reissue Revised Statutes of Nebraska, as amended, and under and pursuant to Resolution No. ________ duly passed and adopted by the Authority on ______________, 2023, 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 $715,000. This Note has been issued by the Authority for the purpose of financing the costs of constructing, reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing and completing certain improvements within the area identified and referred to as the City of Grand Island Redevelopment Plan Amendment for Redevelopment Area #1 September 2022, (Liberty Campus GI, LLC, Project) which is more specifically described in the Resolution, and to carry out the Authority’s corporate purposes and powers in connection therewith. Reference is hereby made to the Resolution for the provisions, among others, with respect to the collection and disposition of certain tax and other revenues, the special funds charged with and pledged to the payment of the principal of and interest on this Note, the nature and extent of the security thereby created, the terms and conditions under which this Note has been issued, the rights and remedies of the Registered Owner of this Note, and the rights, duties, immunities and obligations of the City and the Authority. By the acceptance of this Note, the Registered Owner assents to all of the provisions of the Resolution. This Note is a special limited obligation of the Authority payable as to principal solely from and is secured solely by the Tax Revenue (as defined in the Resolution) pledged under the Resolution, all on the terms and conditions set forth in the Resolution. The Tax Revenue represents that portion of ad valorem taxes levied by public bodies of the State of Nebraska, including the City, on real property in the Project Area (as defined in this Resolution) which is in excess of that portion of such ad valorem taxes produced by the levy at the rate fixed each year by or for each such public body upon the valuation of the Project Area as of a certain date and as has been certified by the County Assessor of Hall County, Nebraska to the City in accordance with law. The principal hereon shall not be payable from the general funds of the City nor the Authority nor shall this Note constitute a legal or equitable pledge, charge, lien, security interest or encumbrance upon any of the property or upon any of the income, receipts, or money and securities of the City or the Authority or of any other party other than those specifically pledged under the Resolution. This Note is not a debt of the City or the Authority within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City or the Authority, and does not impose any general liability upon the City or the Authority and neither the City nor the Authority shall be liable for the payment hereof out of any funds of the City or the Authority other than the Tax Revenues and other funds pledged under the Resolution, which Tax Revenues and other funds have been and hereby are pledged to the punctual payment of the principal of and interest on this Note in accordance with the provisions of this Resolution. The Registrar may from time to time enter the respective amounts advanced pursuant to the terms of the Resolution under the column headed “Principal Amount Advanced” on Schedule 1 hereto (the “Table”) and may enter the aggregate principal amount of this Note then outstanding under the column headed Grand Island Regular Meeting - 1/18/2023 Page 137 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -16- “Cumulative Outstanding Principal Amount” on the Table. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the Registered Owner pursuant to the redemption provisions of the Resolution, the Registered Owner may enter the principal amount paid on this Note under the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding principal amount of this Note under the column headed “Cumulative Outstanding Principal Amount” on the Table. Notwithstanding the foregoing, the records maintained by the Registrar as to the principal amount issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding Principal Amount of this Note for all purposes. Reference is hereby made to the Resolution, a copy of which is on file in the office of the City Clerk, and to all of the provisions of which each Owner of this Note by its acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for this Note; the Tax Revenue pledged to the payment of the principal on this Note; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Resolution may be amended or supplemented with or without the consent of the Owner of this Note; the rights, duties and obligations of the Authority and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Resolution or be deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. This Note is subject to redemption prior to maturity, at the option of the Authority, in whole or in part at any time at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest on such principal amount to the date fixed for redemption. Reference is hereby made to the Resolution for a description of the redemption procedures and the notice requirements pertaining thereto. In the event this Note is called for prior redemption, notice of such redemption shall be given by first- class mail to the Registered Owner hereof at its address as shown on the registration books maintained by the Registrar not less than 10 days prior to the date fixed for redemption, unless waived by the Registered Owner hereof. If this Note, or any portion thereof, shall have been duly called for redemption and notice of such redemption duly given as provided, then upon such redemption date the portion of this Note so redeemed shall become due and payable and if money for the payment of the portion of the Note so redeemed shall be held for the purpose of such payment by the Registrar. This Note is transferable by the Registered Owner hereof in person or by its attorney or legal representative duly authorized in writing at the principal office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Note. Upon such transfer, a new Note of the same series and maturity and for the same principal amount will be issued to the transferee in exchange therefor. The Authority and the Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal of and interest due hereon and for all other purposes. This note is being issued as a registered note without coupons. This note is subject to exchange as provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Note have happened, do exist and have been performed in regular and due time, form and manner; that this Note does not exceed 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. Grand Island Regular Meeting - 1/18/2023 Page 138 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -17- (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 - 1/18/2023 Page 139 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -18- SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA LIBERTY CAMPUS GI, LLC, REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2023 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By ARTICLE X DEFEASANCE; MONEY HELD FOR PAYMENT OF DEFEASED NOTE Section 10.1. Discharge of Liens and Pledges; Note No Longer Outstanding Hereunder. The obligations of the Authority under this Resolution, including any Resolutions, resolutions or other proceedings supplemental hereto, and the liens, pledges, charges, trusts, assignments, covenants and agreements of the Authority herein or therein made or provided for, shall be fully discharged and satisfied as to the Note or any portion thereof, and the Note or any portion thereof shall no longer be deemed to be outstanding hereunder and thereunder, (a) when the any Note or portion thereof shall have been canceled, or shall have been surrendered for cancellation or is subject to cancellation, or shall have been purchased from money in any of the funds held under this Resolution, or (b) if the Note or portion thereof is not canceled or surrendered for cancellation or subject to cancellation or so purchased, when payment of the principal of the Note or any portion Grand Island Regular Meeting - 1/18/2023 Page 140 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -19- thereof, plus interest on such principal to the due date thereof, either (1) shall have been made or caused to be made in accordance with the terms thereof, or (2) shall have been provided by irrevocably depositing with the Registrar for the Note, in trust and irrevocably set aside exclusively for such payment, (A) money sufficient to make such payment or (B) Escrow Obligations maturing as to principal in such amount and at such times as will insure the availability of sufficient money to make such payment. Provided that, with respect to any total redemption of any Note, notice of redemption shall have been duly given or provision satisfactory to the Registrar shall have been made therefor, or waiver of such notice, satisfactory in form, shall have been filed with the Registrar. At such time as any Note or portion thereof shall no longer be outstanding hereunder, and, except for the purposes of any such payment from such money or such Escrow Obligations, such Note or portion thereof shall no longer be secured by or entitled to the benefits of this Resolution. Any such money so deposited with the Registrar for any Note or portion thereof as provided in this Section 10.1 may at the direction of the Finance Director also be invested and reinvested in Escrow Obligations, maturing in the amounts and times as hereinbefore set forth. All income from all Escrow Obligations in the hands of the Registrar which is not required for the payment of such Note or portion thereof with respect to which such money shall have been so deposited, shall be paid to the Authority and deposited in the Special Fund as and when realized and collected for use and application as is other money deposited in that fund. Anything in this Resolution to the contrary notwithstanding, if money or Escrow Obligations have been deposited or set aside with the Registrar pursuant to this Section 10.1 for the payment of any Note and such Note shall not have in fact been actually paid in full, no amendment to the provisions of this Section 10.1 shall be valid as to or binding upon the Owner thereof without the consent of such Owner. Section 10.2. Certain Limitations After Due Date. If sufficient money or Escrow Obligations shall have been deposited in accordance with the terms hereof with the Registrar in trust for the purpose of paying the Notes or any portion thereof when the same becomes due, whether at maturity or upon earlier redemption, all liability of the Authority for such payment shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Registrar to hold such money or Escrow Obligations, without liability to the Owners, in trust for the benefit of the Owners, who thereafter shall be restricted exclusively to such money or Escrow Obligations for any claim for such payment of whatsoever nature on his part. Notwithstanding the provisions of the preceding paragraph of this Section 10.2, money or Escrow Obligations held by the Registrar in trust for the payment and discharge of the principal of on any Note which remain unclaimed for five years after the date on which such payment shall have become due and payable, either because the Notes shall have reached their maturity date or because the entire principal balance of the Notes shall have been called for redemption, if such money was held by the Registrar or such paying agent at such date, or for five years after the date of deposit of such money, if deposited with the Registrar after the date when such Note became due and payable, shall be paid to the Nebraska State Treasurer and the Registrar shall thereupon be released and discharged with respect thereto, and the Owner thereof shall look only to the Authority for the payment thereof. Grand Island Regular Meeting - 1/18/2023 Page 141 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -20- ARTICLE XI AMENDING AND SUPPLEMENTING OF RESOLUTION Section 11.1. Amending and Supplementing of Resolution Without Consent of Owner. The Authority may at any time without the consent or concurrence of the Owner of the Note adopt a resolution amendatory hereof or supplemental hereto if the provisions of such supplemental Resolution do not materially adversely affect the rights of the Owner of the Note, for any one or more of the following purposes: (a) To make any changes or corrections in this Resolution as to which the Authority shall have been advised by counsel that the same are verbal corrections or changes or are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or omission or mistake or manifest error contained in this Resolution, or to insert in this Resolution such provisions clarifying matters or questions arising under this Resolution as are necessary or desirable; (b) To add additional covenants and agreements of the Authority for the purpose of further securing payment of the Note; (c) To surrender any right, power or privilege reserved to or conferred upon the Authority by the terms of this Resolution; (d) To confirm as further assurance any lien, pledge or charge, or the subjection to any lien, pledge or charge, created or to be created by the provisions of this Resolution; and (e) To grant to or confer upon the Owner of the Note any additional rights, remedies, powers, authority or security that lawfully may be granted to or conferred upon them. The Authority shall not adopt any supplemental Resolution authorized by the foregoing provisions of this Section 11.1 unless in the opinion of counsel the adoption of such supplemental Resolution is permitted by the foregoing provisions of this Section 11.1 and the provisions of such supplemental Resolution do not materially and adversely affect the rights of the Owner of the Note. Section 11.2. Amending and Supplementing of Resolution with Consent of Owner. With the consent of the Owners of the Note, the Authority from time to time and at any time may adopt a resolution amendatory hereof or supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Resolution, or modifying or amending the rights and obligations of the Authority under this Resolution, or modifying or amending in any manner the rights of the Owner of the Note; provided, however, that, without the specific consent of the Owner of the Note, no supplemental Resolution amending or supplementing the provisions hereof shall: (a) change the fixed maturity date for the payment or the terms of the redemption thereof, or reduce the principal amount of the Note or the rate of interest thereon or the Redemption Price payable upon the redemption or prepayment thereof; (b) authorize the creation of any pledge of the Tax Revenues and other money and securities pledged hereunder, prior, superior or equal to the pledge of and lien and charge thereon created herein for the payment of the Note except to the extent provided in Articles III and V; or (c) deprive the Owner of the Note in any material respect of the security afforded by this Resolution. Nothing in this paragraph contained, however, shall be construed as making necessary the approval of the Owner\ of the Note of the adoption of any supplemental Resolution authorized by the provisions of Section 11.1. It shall not be necessary that the consents of the Owner of the Note approve the particular form of wording of the proposed amendment or supplement or of the proposed supplemental Resolution effecting Grand Island Regular Meeting - 1/18/2023 Page 142 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -21- such amendment or supplement, but it shall be sufficient if such consents approve the substance of the proposed amendment or supplement. After the Owner of the Note shall have filed its consent to the amending or supplementing hereof pursuant to this Section, the Authority may adopt such supplemental Resolution. Section 11.3. Effectiveness of Supplemental Resolution. Upon the adoption (pursuant to this Article XI and applicable law) by the Authority of any supplemental Resolution amending or supplementing the provisions of this Resolution or upon such later date as may be specified in such supplemental Resolution, (a) this Resolution and the Note shall be modified and amended in accordance with such supplemental Resolution, (b) the respective rights, limitations of rights, obligations, duties and immunities under this Resolution and the Owner of the Note shall thereafter be determined, exercised and enforced under this Resolution subject in all respects to such modifications and amendments, and (c) all of the terms and conditions of any such supplemental Resolution shall be a part of the terms and conditions of the Note and of this Resolution for any and all purposes. ARTICLE XII MISCELLANEOUS Section 12.1. General and Specific Authorizations; Ratification of Prior Actions. Without in any way limiting the power, authority or discretion elsewhere herein granted or delegated, the Authority hereby (a) authorizes and directs the Chairman, Finance Director, Secretary, Planning Director and all other officers, officials, employees and agents of the City to carry out or cause to be carried out, and to perform such obligations of the Authority and such other actions as they, or any of them, in consultation with Special Counsel, the Owner and its counsel shall consider necessary, advisable, desirable or appropriate in connection with this Resolution, including without limitation the execution and delivery of all related documents, instruments, certifications and opinions, and (b) delegates, authorizes and directs the Finance Director the right, power and authority to exercise his independent judgment and absolute discretion in (1) determining and finalizing all terms and provisions to be carried by the Note not specifically set forth in this Resolution and (2) the taking of all actions and the making of all arrangements necessary, proper, appropriate, advisable or desirable in order to effectuate the issuance, sale and delivery of the Note. The execution and delivery by the Finance Director or by any such other officers, officials, employees or agents of the City of any such documents, instruments, certifications and opinions, or the doing by them of any act in connection with any of the matters which are the subject of this Resolution, shall constitute conclusive evidence of both the Authority’s and their approval of the terms, provisions and contents thereof and of all changes, modifications, amendments, revisions and alterations made therein and shall conclusively establish their absolute, unconditional and irrevocable authority with respect thereto from the Authority and the authorization, approval and ratification by the Authority of the documents, instruments, certifications and opinions so executed and the actions so taken. All actions heretofore taken by the Finance Director and all other officers, officials, employees and agents of the Authority, including without limitation the expenditure of funds and the selection, appointment and employment of Special Counsel and financial advisors and agents, in connection with issuance and sale of the Note, together with all other actions taken in connection with any of the matters which are the subject hereof, be and the same is hereby in all respects authorized, adopted, specified, accepted, ratified, approved and confirmed. Grand Island Regular Meeting - 1/18/2023 Page 143 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -22- Section 12.2. Proceedings Constitute Contract; Enforcement Thereof. The provisions of this Resolution shall constitute a contract between the Authority and the Owner and the provisions thereof shall be enforceable by the Owner by mandamus, accounting, mandatory injunction or any other suit, action or proceeding at law or in equity that is presently or may hereafter be authorized under the laws of the State in any court of competent jurisdiction. Such contract is made under and is to be construed in accordance with the laws of the State. After the issuance and delivery of any Note, this Resolution and any supplemental Resolution shall not be repealable, but shall be subject to modification or amendment to the extent and in the manner provided in this Resolution, but to no greater extent and in no other manner. Section 12.3. Benefits of Resolution Limited to the Authority and the Owner. With the exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or should be construed to confer upon or give to any person other than the Authority and the Owner of the Note any legal or equitable right, remedy or claim under or by reason of or in respect to this Resolution or any covenant, condition, stipulation, promise, agreement or provision herein contained. The Resolution and all of the covenants, conditions, stipulations, promises, agreements and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the City, the Authority and the Owner from time to time of the Note as herein and therein provided. Section 12.4. No Personal Liability. No officer or employee of the Authority shall be individually or personally liable for the payment of the principal of or interest on the Note. Nothing herein contained shall, however, relieve any such officer or employee from the performance of any duty provided or required by law. Section 12.5. Effect of Saturdays, Sundays and Legal Holidays. Whenever this Resolution requires any action to be taken on a Saturday, Sunday or legal holiday, such action shall be taken on the first business day occurring thereafter. Whenever in this Resolution the time within which any action is required to be taken or within which any right will lapse or expire shall terminate on a Saturday, Sunday or legal holiday, such time shall continue to run until midnight on the next succeeding business day. Section 12.6. Partial Invalidity. If any one or more of the covenants or agreements or portions thereof provided in this Resolution on the part of the City, the Authority or the Registrar to be performed should be determined by a court of competent jurisdiction to be contrary to law, then such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Resolution and the invalidity thereof shall in no way affect the validity of the other provisions of this Resolution or of the Note, but the Owner of the Note shall retain all the rights and benefits accorded to them hereunder and under any applicable provisions of law. If any provisions of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. Section 12.7. Law and Place of Enforcement of this Resolution. The Resolution shall be construed and interpreted in accordance with the laws of the State of Nebraska. All suits and actions arising out of this Resolution shall be instituted in a court of competent jurisdiction in the State of Nebraska except 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. Grand Island Regular Meeting - 1/18/2023 Page 144 / 211 Liberty Campus GI, LLC 2023 CRA Area 16 -23- Section 12.8. Effect of Article and Section Headings and Table of Contents. The headings or titles of the several Articles and Sections hereof, and any table of contents appended hereto or to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect of this Resolution. Section 12.9. Repeal of Inconsistent Resolution. Any Resolution of the City, or the Authority and any part of any resolution, inconsistent with this Resolution is hereby repealed to the extent of such inconsistency. Section 12.10. Publication and Effectiveness of this Resolution. This Resolution shall take effect and be in full force from and after its passage by the Community Redevelopment Authority of the City. Section 12.11 Authority to Execute Redevelopment Contract and Approve Plan. The Chairman and Secretary are authorized and directed to execute the Redevelopment Contract, in the form presented with such changes as the Chairman, in his discretion deems proper. The Plan is approved and adopted. PASSED AND ADOPTED: ______________________, 2023. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (SEAL) By: Chairman ATTEST: By: Secretary Grand Island Regular Meeting - 1/18/2023 Page 145 / 211 Community Redevelopment Authority (CRA) Wednesday, January 18, 2023 Regular Meeting Item I3 Amended Redevelopment Contact and Bond Resolution Area 17 - 3553 Prairieview Street - Prataria Ventures LLC Staff Contact: Grand Island Regular Meeting - 1/18/2023 Page 146 / 211 Prataria Ventures Hotel to MOB Amendment Page 1 AMENDED REDEVELOPMENT CONTRACT This Amended Redevelopment Contract is made and entered into as of the 18th day of January, 2023, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and Prataria Ventures, LLC, a Nebraska limited liability company ("Redeveloper"). WITNESSETH: WHEREAS, the City of Grand Island, Nebraska (the "City”), in furtherance of the purposes and pursuant to the provisions of Section 12 of Article VIII of the Nebraska Constitution and Sections 18-2101 through 18-2155, Reissue Revised Statutes of Nebraska, 2012, as amended (collectively the "Act"), has designated an area within the City as blighted and substandard; WHEREAS, the Mayor and Council of the City, after public hearing pursuant to the Act, approved that redevelopment plan entitled "Redevelopment Plan Amendment Grand Island CRA Area 17, June 2016" (the "2016 Redevelopment Plan"); WHEREAS, Pursuant to the 2016 Redevelopment Plan, the Authority and Redeveloper entered into a Redevelopment Contract dated the 26th day of September, 2017, (the “Original Contract”) that, among other requirements, provided for the phased redevelopment project consisting of a hospital, a hotel and a medical office building. The Redeveloper has completed construction of the hospital and the medical office building. However, the Redeveloper intends to build an additional medical office building rather than a hotel as the final phase to the redevelopment project described in the 2016 Redevelopment Plan and the Original Contract. WHEREAS, this Amended Redevelopment Contract amends the Original Contract and the 2016 Redevelopment Plan; WHEREAS, the Authority approved the Original Contract by adoption Authority’s Resolution 243 (“Resolution 243”) on September 20, 2017, which resolution also provided for the issuance of three tax increment development revenue notes designated, respectively, the “Hospital Note”, the “Hotel Note” and the “MOB Note”; WHEREAS, the Mayor and Council of the City, after public hearing pursuant to the Act, approved that redevelopment plan entitled "Redevelopment Plan Amendment Grand Island CRA Area 17, June 2016 Amended November 2022" (the "2022 Redevelopment Plan") that provided for the construction of a second medical office building instead of a hotel as part of the phased redevelopment project and the issuance of tax increment development revenue note to assist in the construction of the second medical office building; WHERAS, this Amended Redevelopment Contract amends the Original Contract and the 2016 Redevelopment Plan; 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: Grand Island Regular Meeting - 1/18/2023 Page 147 / 211 Prataria Ventures Hotel to MOB Amendment Page 2 ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.00 Amendment of Original Contract. This Amended Redevelopment Contract amends the Original Contract and the 2016 Redevelopment Plan only to the extent of the specific revisions set forth herein. Section 1.02. No Obligation to Build Hotel. The Redeveloper is relieved of its obligation to construct a hotel as part of the 2016 Redevelopment Plan and the Original Contract. All provisions of the Original Contract related to requirements for construction of the hotel are hereby eliminated. Section 1.03. Consent to Amendment of Resolution. The Redeveloper consents to amendment of Resolution 243 to the extent required to eliminate the obligation of the Authority to issue the Hospital Note, and agrees to execute such additional documents as may be required by the Authority to memorialize the removal of such obligation set forth in the Resolution. Section 1.04. Terms Defined. Unless the context otherwise requires, the following terms shall have the following meanings for all purposes of this Redevelopment Contract, such definitions to be equally applicable to both the singular and plural forms and masculine, feminine and neuter gender of any of the terms defined: "Act" means Section 12 of Article VIII of the Nebraska Constitution, Sections 18-2101 through 18-2155, 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 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 (Prataria Medical Office Building Project #2), Series 2023, to be issued in an amount not to exceed $4,885,000 in substantially the form set forth on Exhibit C and purchased by the Redeveloper as set forth in Section 3.04 of this Redevelopment Contract. Grand Island Regular Meeting - 1/18/2023 Page 148 / 211 Prataria Ventures Hotel to MOB Amendment Page 3 "Liquidated Damages Amount' means the amounts to be repaid to Authority by Redeveloper pursuant to Section 6.02 of this Redevelopment Contract. "Project" means the improvements to the Redevelopment Project Area, as further described in Exhibit B attached hereto and incorporated herein by reference and, as used herein, shall include the construction of the second medical office building. "Project Cost Certification" means a statement prepared and signed by the Redeveloper verifying the Redeveloper has become legally obligated for, or has paid the Project Costs identified on Exhibit D. "Project Costs" means only costs or expenses incurred by Redeveloper for the purposes set forth in §l8-2103(28)(a) through (g), inclusive, including the providing for such costs by the exercise of the powers set forth in §18-2107(4) of the Act, all as identified on Exhibit D. Project Costs shall include, but not be limited to acquisition, demolition and rehabilitation expenditures, site preparation costs, utility extensions and costs of the Authority for legal and plan preparation, all as described in Section 3.04 of this Redevelopment Contract. "Redeveloper" means Prataria Ventures, LLC, a Nebraska limited liability company. "Redevelopment Project Area" means that certain real property situated in the City of Grand Island, Hall County, Nebraska which has been declared blighted and substandard by the City pursuant to the Act, and which is more particularly described on Exhibit A attached hereto and incorporated herein by this reference. All such legal descriptions are subject to change based upon any re-platting requested by the Redeveloper and approved by the City. "Redevelopment Project Property" means all of the Redevelopment Project Area which is the site for the improvements constituting the Project, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference. "Redevelopment Contract" means this redevelopment contract between the Authority and Redeveloper with respect to the Project. "Redevelopment Plan" means the 2022 Redevelopment Plan (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 1.05 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 - 1/18/2023 Page 149 / 211 Prataria Ventures Hotel to MOB Amendment 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 2022 Redevelopment Plan has been duly approved by the City and adopted by the Authority pursuant to Sections 18-2109 through 18-2117 of the Act. (c) The Authority deems it to be in the public interest and in furtherance of the purposes of the Act to accept the proposal submitted by Redeveloper as specified herein. (d) The Redevelopment Project is expected to achieve the public purposes of the Act by among other things, increasing employment, improving public infrastructure, increasing the tax base, and lessening blighted and substandard conditions in the Redevelopment Project Area and other purposes set forth in the Act. (e) (1) The 2022 Redevelopment Plan is feasible and in conformity with the general plan for the development of the City as a whole and the Redevelopment Plan is in conformity with the legislative declarations and determinations set forth in the Act, and (2) Based on representations made by the Redeveloper and information provided to the Authority: (i) the Project would not be economically feasible without the use of tax-increment financing, and Grand Island Regular Meeting - 1/18/2023 Page 150 / 211 Prataria Ventures Hotel to MOB Amendment Page 5 (ii) the Project would not occur in the Redevelopment Project Area without the use of tax-increment financing. (iii) the Authority has documented that the Project would not be economically feasible without the use of funds provided by §18-2147 of the Act by determining that project funding from Redeveloper’s lender will not be provided without such funds. (f) The Authority has determined that the costs and benefits of the Project, including costs and benefits to other affected political subdivisions, the economy of the community, and the demand for public and private services have been analyzed by the Authority and have been found to be in the long-term best interest of the community impacted by the Project. (g) The Authority has determined that the proposed land uses and building requirements in the Redevelopment Area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and harmonious development of the City and its environs which will, in accordance with present and future needs, promote health, safety, morals, order, convenience, prosperity, and the general welfare, as well as efficiency and economy in the process of development: including, among other things, adequate provision for traffic, vehicular parking, the promotion of safety from fire, panic, and other dangers, adequate provision for light and air, the promotion of the healthful and convenient distribution of population, the provision of adequate transportation, water, sewerage and other public utilities, schools, parks, recreational and community facilities, and other public requirements, the promotion of sound design and arrangement, the wise and efficient expenditure of public funds, and the prevention of the recurrence of insanitary or unsafe dwelling accommodations, or conditions of blight. (h) The Authority has determined and documented that the location of the Project is in a blighted and substandard area and this Project is appropriate to prevent the spread of blight and substandard conditions. 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 Amended 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 consent of members authorizing the execution and delivery of this Redevelopment Contract. (b) The execution and delivery of this Redevelopment Contract and the consummation of the transactions herein contemplated will not conflict with or constitute a breach of or default under any debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which Redeveloper is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature Grand Island Regular Meeting - 1/18/2023 Page 151 / 211 Prataria Ventures Hotel to MOB Amendment Page 6 upon any of the property or assets of the Redeveloper contrary to the terms of any instrument or agreement. (c) There is no litigation pending or to the best of its knowledge threatened against Redeveloper affecting its ability to carry out the acquisition, construction, equipping and furnishing of the Project or the carrying into effect of this Redevelopment Contract or in any other matter materially affecting the ability to Redeveloper to perform its obligations hereunder. (d) The Project would not be economically feasible without the use of tax increment financing. (e) The Project would not occur in the Redevelopment Project Area without the use of tax-increment financing. (f) 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 related to a project in the redevelopment project area. In as much as no such application has been filed, none has been approved. (g) No application has been filed with the Department of Revenue requesting a refund of any local option sales tax. ARTICLE III OBLIGATIONS OF THE AUTHORITY Section 3.01 Division of Taxes. In accordance with Section 18-2147 of the Act and the terms of the Resolution, the Authority hereby provides that any ad valorem tax on any Lot or Lots located in the Redevelopment Project Area for the benefit of any public body be divided for a period of fifteen years after the effective date (the “Effective Date”), as described in Section 18-2147 (1) of the Act, which Effective Date shall be the January 1, 2024. Said taxes shall be divided as follows: (a) That portion of the ad valorem tax on the real estate located in the Redevelopment Project Area which is produced by levy at the rate fixed each year by or for each public body upon the "redevelopment project valuation" (as defined in the Act) of the Redevelopment Project Area shall be paid into the funds of each such public body in the same proportion as all other taxes collected by or for the bodies; and (b) That portion of the ad valorem tax on real property in the Redevelopment Project Area in excess of such amount (the "Incremental Ad Valorem Tax"), if any, shall be allocated to, is pledged to, and, when collected, paid into a special fund of the Authority (designated in the Resolution as the "Note Fund") to pay the principal of, the interest on, and any premium due in connection with the Indebtedness. When such Indebtedness, including interest and premium due have been paid, the Authority shall so notify the County Assessor and County Treasurer and all ad valorem taxes upon real property in such Phase shall be paid into the funds of the respective public bodies. Grand Island Regular Meeting - 1/18/2023 Page 152 / 211 Prataria Ventures Hotel to MOB Amendment Page 7 Section 3.02 Issuance of Indebtedness The Authority shall authorize the issuance of the Indebtedness in the form and stated principal amount and bearing interest and being subject to such terms and conditions as are specified in the Resolution and this 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 September 1, 2023, the Authority shall issue one Tax Increment Development Revenue Note, in one taxable series, in a maximum principal amount of $4,885,000, in substantially the form shown on the attached Exhibit C (“TIF Note”), for net funds available to be purchased by Redeveloper (“TIF Note Purchaser”), in a written form acceptable to Authority’s attorney, and receive Note proceeds from the TIF Note Purchaser in said amount. At the option of the Authority, the Authority shall make a grant to Redeveloper in such amount, and such grant shall offset TIF Note Purchaser’s obligation to purchase the TIF Note. Subject to the terms of this Agreement and the Resolution, the Authority’s Treasurer on behalf of the Authority shall have the authority to determine the timing of issuing the Indebtedness and all the other necessary details of the Indebtedness. The Redeveloper agrees to purchase the Indebtedness at a price equal to the principal amount thereof, in a private placement satisfactory to the Authority as to its terms and participants (including any pledgee thereof). Neither the Authority nor the City shall have any obligation to provide for the sale of the Indebtedness. It is the sole responsibility of the Redeveloper to effect the sale of the Indebtedness by purchasing the Indebtedness in accordance with the terms of this Redevelopment Contract and the Resolution. Redeveloper acknowledges that it is its understanding and the Authority's understanding that interest on the Indebtedness will be includable in gross income for federal income tax purposes and subject to Nebraska State income taxation. Section 3.03 Pledge of Revenues. Under the terms of the Resolution, the Authority pledges 100% of the available annual TIF Revenues derived from the Redevelopment Project Property as security for and to provide payment of the Indebtedness as the same fall due (including payment of any mandatory redemption amounts set for the Indebtedness in accordance with the terms of the Resolution). Section 3.04 Purchase and Pledge of Indebtedness/Grant of Net Proceeds of Indebtedness. The Redeveloper has agreed to purchase the Indebtedness from the Authority for a price equal to the principal amount thereof, payable as provided in Section 3.02 and this Section 3.04. The Redevelopment Plan provides for the Redeveloper to receive a grant under this Redevelopment Contract. In accordance with the terms of the Redevelopment Plan the Redeveloper is to receive a grant sufficient to pay the costs of site acquisition, demolition and rehabilitation expenditures, all improvements related to Project public infrastructure costs, site preparation costs, utility extensions and costs of the Authority for legal and plan preparation including those items described on Exhibit D (the "Project Costs"), in the aggregate maximum Grand Island Regular Meeting - 1/18/2023 Page 153 / 211 Prataria Ventures Hotel to MOB Amendment Page 8 amount not to exceed $4,885,000. Notwithstanding the foregoing, the aggregate amount of the Indebtedness and the grant shall not exceed the amount of Project Costs as certified pursuant to Section 4.02 of this Redevelopment Contract. Such grant shall be made to the Redeveloper upon certification of Project Costs as set forth herein and in the Resolution, and payment purchase of the Indebtedness as provided in Section 3.02, unless Redeveloper elects to offset the payment of the purchase of the Indebtedness with the grant proceeds as provided herein and in the Resolution. The Authority shall have no obligation to provide grant funds from any source other than as set forth in the Resolution and this Redevelopment Contract. Section 3.05 Creation of Funds. In the Resolution, the Authority has provided for the creation of the following funds and accounts which funds shall be held by the Authority separate and apart from all other funds and moneys of the Authority and the City: (a) a special trust fund called the “Prataria Medical Office Building Project #2 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, 2041, shall be used solely for the payments required herein and by the Resolution; and (b) a special trust fund called the “Prataria Medical Office Building Project #2 Fund” (the “Project Fund”) The Authority shall disburse any money on deposit in the Project Fund from time to time to pay or as reimbursement for payment made for the Project Costs in each case within 5 Business Days after completion of the steps set forth herein and in the Resolution. If a sufficient amount to pay a properly completed Disbursement Request (as defined in Section 4.02) is not in the Project Fund at the time of the receipt by the Authority of such request, the Authority shall notify the owner of the Note and such owner may deposit an amount sufficient to pay such request with the Authority for such payment. As set forth in the Resolution, if the Redeveloper is the owner of the Note and the Redeveloper so elects, the Authority shall make a grant to Redeveloper in the amount of an approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. ARTICLE IV OBLIGATIONS OF REDEVELOPER Section 4.01 Construction of Project; Note; Insurance. (a) Redeveloper will acquire the Project site, prepare the site for redevelopment, construct the second medical office building as described in the 2022 Redevelopment Plan, install all required utilities and improvements in the public right-of-way in accordance with the plans and specifications provided to the Authority. Redeveloper will coordinate with the City for the City’s design and construction required for the installation of all public infrastructure improvements and right-of-way improvements. The Redeveloper shall provide and pay for infrastructure installation. Grand Island Regular Meeting - 1/18/2023 Page 154 / 211 Prataria Ventures Hotel to MOB Amendment Page 9 Redeveloper shall pay for the costs of site acquisition, site preparation, demolition and rehabilitation, utility extension, public infrastructure and costs of the Authority as set forth on Exhibit D, from the grant provided in Section 3.04 hereof. Redeveloper shall be solely responsible for obtaining all permits and approvals necessary to acquire, construct and equip the Project. Until construction of the Project has been completed, Redeveloper shall make reports in such detail and at such times as may be reasonably requested by the Authority as to the actual progress of Redeveloper with respect to construction of the Project. Such reports shall include actual expenditures incurred as described on Exhibit D. (b) Any general contractor chosen by the Redeveloper shall be required to obtain and keep in force at all times until completion of construction, policies of insurance including coverage for contractors' general liability and completed operations. The City, the Authority and the Redeveloper shall be named as additional insureds. Any contractor chosen by the Redeveloper or the Redeveloper itself, as owner, shall be required to purchase and maintain property insurance upon the Project to the full insurable value thereof. This insurance shall insure against the perils of fire and extended coverage and shall include “All Risk" insurance for physical loss or damage. The contractor with respect to any specific contract or the Redeveloper shall also carry insurance on all stored materials. The contractor or the Redeveloper, as the case may be, shall furnish the Authority and the City with a Certificate of Insurance evidencing policies as required above. Such certificates shall state that the insurance companies shall give the Authority prior written notice in the event of cancellation of or material change in any of any of the policies. (c) Notwithstanding any provision herein to the contrary, in the event Redeveloper has not acquired fee simple title to the Redevelopment Project Area on or before December 1, 2023, this Redevelopment Contract shall be null and void and of no force or effect effective as of the date of execution hereof, and neither party shall have any liability or obligation to the other party with respect hereto. Section 4.02 Cost Certification & Disbursement of Note Proceeds. Proceeds of the Note may be advanced and disbursed in the manner set forth below: (a) There shall be submitted to the Authority a grant disbursement request (the “Disbursement Request”), executed by the Director of the City’s Planning Department and an authorized representative of the Redeveloper, (i) certifying that a portion of the Project has been substantially completed and (ii) certifying the actual costs incurred by the Redeveloper in the completion of such portion of the Project. (b) If the costs requested for reimbursement under the Disbursement Request are currently reimbursable under Exhibit D of this Redevelopment Contract and the Community Redevelopment Law, the Authority shall evidence such allocation in writing and inform the owner of the Note of any amounts allocated to the Note. (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. Grand Island Regular Meeting - 1/18/2023 Page 155 / 211 Prataria Ventures Hotel to MOB Amendment Page 10 At the option of the Redeveloper, if the Redeveloper is the owner of the Note, the Authority shall make a grant to Redeveloper in the amount of the approved Disbursement Request; in such event, the approved Disbursement Request amount shall offset funding of the Note. The Registrar shall keep and maintain a record of the amounts deposited into the Project Fund from Note proceeds pursuant to the terms of this Resolution as “Principal Amount Advanced” and shall enter the aggregate principal amount then Outstanding as the “Cumulative Outstanding Principal Amount” on its records maintained for the Note. The aggregate amount deposited into the Project Fund from proceeds of the Note shall not exceed $4,885,000. (d) Redeveloper shall retain copies of all supporting documents that are associated with the redevelopment plan or redevelopment project and that are received or generated by the Redeveloper for three years following the end of the last fiscal year in which ad valorem taxes are divided and provide such copies to the city as needed to comply with the city’s retention requirements under section 18-2117.04 of the Act. For purposes of this subsection, supporting document includes any cost-benefit analysis conducted pursuant to section 18-2113 of the Act and any invoice, receipt, claim, or contract received or generated by the redeveloper that provides support for receipts or payments associated with the division of taxes. Section 4.03 No Discrimination. Redeveloper agrees and covenants for itself its successors and assigns that it will not discriminate against any person or group of persons on account of race, sex, color, religion, national origin, ancestry, disability, marital status or receipt of public assistance in connection with the Project. Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Project, Redeveloper will not discriminate against any employee or applicant for employment because of race, religion, sex, color, national origin, ancestry, disability, marital status or receipt of public assistance. Redeveloper will comply with all applicable federal, state and local laws related to the Project. Section 4.04 Assignment or Conveyance. This Redevelopment Contract shall not be assigned by the Redeveloper without the written consent of the Authority. Such consent shall not be unreasonably withheld. Redeveloper agrees that it shall not convey any Lot or any portion thereof or any structures thereon to any person or entity that would be exempt from payment of real estate taxes, and that it will not make application for any structure, or any portion thereof, to be taxed separately from the underlying land of any Lot. Section 4.50 Payment of Authority Costs. Redeveloper shall pay to the Authority the following sums upon execution hereof: a. $5,500 for legal expenses of Authority b. $2,100 for City and Authority administrative accounting of incremental tax payments. ARTICLE V FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES Section 5.01 Financing. Grand Island Regular Meeting - 1/18/2023 Page 156 / 211 Prataria Ventures Hotel to MOB Amendment Page 11 Redeveloper shall pay all costs related to the redevelopment of the Redevelopment Project Area and the Redevelopment Project Property which are in excess of the amounts paid from the proceeds of the grant provided from the proceeds of the Indebtedness and granted to edeveloper. Redeveloper shall timely pay all costs, expenses, fees, charges and other amounts associated with the Project. ARTICLE VI DEFAULT, REMEDIES; INDEMNIFICATION Section 6.01 General Remedies of Authority and Redeveloper. Subject to the further provisions of this Article VI, in the event of any failure to perform or breach of this Redevelopment Contract or any of its terms or conditions, by any party hereto or any successor to such party, such party, or successor, shall, upon written notice from the other, proceed immediately to commence such actions as may be reasonably designed to cure or remedy such failure to perform or breach which cure or remedy shall be accomplished within a reasonable time by the diligent pursuit of corrective action. In case such action is not taken, or diligently pursued, or the failure to perform or breach shall not be cured or remedied within a reasonable time, this Redevelopment Contract shall be in default and the aggrieved party may institute such proceedings as may be necessary or desirable to enforce its rights under this Redevelopment Contract, including, but not limited to, proceedings to compel specific performance by the party failing to perform or in breach of its obligations. The Redeveloper hereby acknowledges and agrees that the Authority shall have completed its required performances and satisfied all of its obligations under this Redevelopment Contract upon the issuance of the Indebtedness and the subsequent payment of grant amounts to the Redeveloper as set forth in Article III hereof and by complying with the obligations of all Redevelopment Contract Amendments. Section 6.02 Additional Remedies of Authority. In the event that (each such event an "event of default"): (a) the Redeveloper, or its successor in interest, shall fail to commence the construction of the improvements included in the Project Costs on or before September 1, 2023, or shall abandon construction work related to the Project Costs, once commenced, for any period of 180 days, excepting delays caused by inclement weather; (b) the Redeveloper, shall fail to pay real estate taxes or assessments on the Redevelopment Project Property owned by the Redeveloper or any part thereof when due; and (c) there is a violation of any other provision of this Redevelopment Contract, and such failure or action by the Redeveloper has not been cured within 90 days following written notice from Authority, then the Redeveloper shall be in default of this Redevelopment Contract. In the event of such failure to perform, breach or default occurs and is not cured in the period herein provided, the parties agree that the damages caused to the Authority would be difficult to determine with certainty and that a reasonable estimation of the amount of damages that could be incurred is the amount of the grant to Redeveloper pursuant to Section 3.04 of this Redevelopment Contract, less any reductions in the principal amount of the Indebtedness, plus Grand Island Regular Meeting - 1/18/2023 Page 157 / 211 Prataria Ventures Hotel to MOB Amendment Page 12 interest on such amounts as provided herein (the "Liquidated Damages Amount"). Upon the occurrence of an event of default, the Liquidated Damages Amount shall be paid by Redeveloper to Authority within 30 days of demand from Authority given to the Redeveloper. Interest shall accrue on the Liquidated Damages Amount at the rate of three percent (3%) per annum and interest shall commence from the date that the Authority gives notice to the Redeveloper demanding payment. Payment of the Liquidated Damages Amount shall not relieve Redeveloper of its obligation to pay real estate taxes or assessments with respect to the Redevelopment Project Property and the Project. Redeveloper, on or before contracting for work included within the Project Costs, shall furnish to the Authority copies of labor and materials payment bonds and performance bonds for each contract entered into by Redeveloper related to Project Costs as provided in Section 4.01. Each such bond shall show the Authority and the City as well as the Redeveloper as beneficiary of any such bond, as and to the extent commercially obtainable (as determined in the discretion of the Authority). In addition, the Redeveloper shall provide a penal bond with good and sufficient surety to be approved by the Authority, conditioned that the Redeveloper shall at all times promptly make payments of all amounts lawfully due to all persons supplying or furnishing to any contractor or his or her subcontractors (for each contract entered into by Redeveloper related to Project Costs) with labor or materials performed or used in the prosecution of the work provided for in such contract, and will indemnify and save harmless the Authority to the extent of any payments in connection with the carrying out of such contracts which the Authority may be required to make under the law. Section 6.03 Remedies in the Event of Other Redeveloper Defaults. In the event the Redeveloper fails to perform any other provisions of this Redevelopment Contract (other than those specific provisions contained in Section 6.02), the Redeveloper shall be in default. In such an instance, the Authority may seek to enforce the terms of this Redevelopment Contract or exercise any other remedies that may be provided in this 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 Grand Island Regular Meeting - 1/18/2023 Page 158 / 211 Prataria Ventures Hotel to MOB Amendment Page 13 respect to construction of the Project, as the case may be, shall be extended for the period of the forced delay: Provided, that the party seeking the benefit of the provisions of this section shall, within thirty (30) days after the beginning of any such forced delay, have first notified the other party thereto in writing, and of the cause or causes thereof and requested an extension for the period of the forced delay. Section 6.05 Limitations of Liability; Indemnification. Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, the Authority, nor their respective elected officials, officers, directors, appointed officials, employees, attorneys, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Authority under this Redevelopment Contract shall be the issuance of the Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, and full compliance with the terms specifically set forth Article III hereof and payment of TIF Revenues pledged pursuant to the Resolution. The Redeveloper releases the City and Authority from, agrees that neither the City nor Authority shall be liable for, and agrees to indemnify and hold the City and Authority harmless from any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each of the City and Authority and their respective elected officials, directors, officers, appointed officials, attorneys, agents, employees and members of their governing bodies free and harmless from any loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, excluding litigation expenses, attorneys' fees and expenses, or court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about that portion of the Project owned by the Redeveloper, during the term of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, related to activities of the Redeveloper or its agents during the construction of the public infrastructure or public right of ways in the Project. ARTICLE VII MISCELLANEOUS Section 7.01 Notice Recording. This Redevelopment Contract or a notice memorandum of this Redevelopment Contract may be recorded in the office of the Register of Deeds of Hall County, Nebraska. Section 7.02 Governing Law. This Redevelopment Contract shall be governed by the laws of the State of Nebraska, including but not limited to the Act. Section 7.03 Binding Effect: Amendment, Assignment. This Redevelopment Contract shall be binding on the parties hereto and their respective successors and assigns. The Redevelopment Contract shall not be amended except by a writing signed by the party to be bound. The Redeveloper may assign its rights and obligations to a controlled entity which shall be bound by all the terms hereof. Grand Island Regular Meeting - 1/18/2023 Page 159 / 211 Prataria Ventures Hotel to MOB Amendment Page 14 Section 7.04 Effective Date and Implementation of Redevelopment Contract. This Agreement is in full force and effect from and after the date of execution hereof by both the Redeveloper and the Authority. Section 7.05 Notices to Parties. Notices to Parties shall be mailed by U. S. Mail to the following addresses: Redeveloper: Prataria Ventures, LLC Attn: Executive Office 3942 West Old Highway 30 P.O. Box 2078 Grand Island, NE 68802 With copy to: Andrew Willis Cline Williams 233 South 13th Street 1900 US Bank Building Lincoln, NE 68508 Authority and City: Director Grand Island Community Redevelopment Authority Hall County Regional Planning Department 100 E 1st Street P.O. Box 1968 Grand Island, NE 68802 Section 7.06 Counterparts. This Amended Redevelopment Contract may be signed in counterparts and shall be effective when a separate counterpart is signed by all parties hereto. Grand Island Regular Meeting - 1/18/2023 Page 160 / 211 Prataria Ventures Hotel to MOB Amendment Page 15 IN WITNESS WHEREOF, City and Redeveloper have signed this Redevelopment Contract as of the date and year first above written. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF ATTEST: GRAND ISLAND, NEBRASKA ____________________________ By:________________________ Secretary Chairman STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day ______________of 2023, by ________________ and ________________, Chairman and Secretary, respectively, of the Community Redevelopment Authority of the City of Grand Island, Nebraska, on behalf of the Authority. ____________________________ Notary Public Grand Island Regular Meeting - 1/18/2023 Page 161 / 211 Prataria Ventures Hotel to MOB Amendment Page 16 Prataria Ventures, LLC By:______________________ Manager STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day of __________, 2023, by __________________________, Manager of Prataria Ventures, LLC, on behalf of the limited liability company. ________________________ Notary Public Grand Island Regular Meeting - 1/18/2023 Page 162 / 211 Prataria Ventures Hotel to MOB Amendment Page 17 EXHIBIT A DESCRIPTION OF REDEVELOPMENT AREA Legal Descriptions: A part of Lot 1 and all of Lot 3, of Prairie Commons Second Subdivision to the City of Grand Island, Hall County, Nebraska, as shown in a final plat. Grand Island Regular Meeting - 1/18/2023 Page 163 / 211 Prataria Ventures Hotel to MOB Amendment Page 18 EXHIBIT B REDEVELOPMENT PLAN [Attach copy of 2022 Redevelopment Plan] Grand Island Regular Meeting - 1/18/2023 Page 164 / 211 Prataria Ventures Hotel to MOB Amendment 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 (PRATARIA MEDICAL OFFICE BUILDING PROJECT #2), SERIES 2023 No. R-1 Up to $4,885,000 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2041 7.0% REGISTERED OWNER: Prataria Ventures, 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 By: (manual signature) Secretary Grand Island Regular Meeting - 1/18/2023 Page 165 / 211 Prataria Ventures Hotel to MOB Amendment Page 20 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, 2026, 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 __________2023, 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 $4,885,000. 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 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. Grand Island Regular Meeting - 1/18/2023 Page 166 / 211 Prataria Ventures Hotel to MOB Amendment Page 21 The principal of and interest hereon shall not be payable from the general funds of the City nor the Authority nor shall this Note constitute a legal or equitable pledge, charge, lien, security interest or encumbrance upon any of the property or upon any of the income, receipts, or money and securities of the City or the Authority or of any other party other than those specifically pledged under the Resolution. This Note is not a debt of the City or the Authority within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City or the Authority, and does not impose any general liability upon the City or the Authority and neither the City nor the Authority shall be liable for the payment hereof out of any funds of the City or the Authority other than the Revenues and other funds pledged under the Resolution, which Revenues and other funds have been and hereby are pledged to the punctual payment of the principal of and interest on this Note in accordance with the provisions of this Resolution. The Registered Owner may from time to time enter the respective amounts advanced pursuant to the terms of the Resolution under the column headed “Principal Amount Advanced” on Schedule 1 hereto (the “Table”) and may enter the aggregate principal amount of this Note then outstanding under the column headed “Cumulative Outstanding Principal Amount” on the Table. On each date upon which a portion of the Cumulative Outstanding Principal Amount is paid to the Registered Owner pursuant to the redemption provisions of the Resolution, the Registered Owner may enter the principal amount paid on this Note under the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding principal amount of this Note under the column headed “Cumulative Outstanding Principal Amount” on the Table. Notwithstanding the foregoing, the records maintained by the Trustee as to the principal amount issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding Principal Amount of this Note for all purposes. Reference is hereby made to the Resolution, a copy of which is on file in the office of the City Clerk, and to all of the provisions of which each Owner of this Note by its acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for this Note; the Revenue and other money and securities pledged to the payment of the principal of and interest on this Note; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Resolution may be amended or supplemented with or without the consent of the Owner of this Note; the rights, duties and obligations of the Authority and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Resolution or be deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. This Note is subject to redemption prior to maturity, at the option of the Authority, in 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 Grand Island Regular Meeting - 1/18/2023 Page 167 / 211 Prataria Ventures Hotel to MOB Amendment Page 22 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 - 1/18/2023 Page 168 / 211 Prataria Ventures Hotel to MOB Amendment 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 - 1/18/2023 Page 169 / 211 Prataria Ventures Hotel to MOB Amendment Page 24 SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA PRATARIA MEDICAL OFFICE BUILDING PROJECT #2 TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2023 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By Grand Island Regular Meeting - 1/18/2023 Page 170 / 211 Prataria Ventures Hotel to MOB Amendment Page 25 Exhibit D Project Costs Redevelopment Project Costs: 1. TOTAL $4,885,000 Total costs subject to grant not to exceed $4,885,000 Grand Island Regular Meeting - 1/18/2023 Page 171 / 211 Redevelopment Plan Amendment Grand Island CRA Area 17 June 2016 Amended November 2022 The Community Redevelopment Authority (CRA) of the City of Grand Island intends to amend the Redevelopment Plan for Area 17 within the city, pursuant to the Nebraska Community Development Law (the “Act”) and provide for the financing of a specific project in Area 17. Executive Summary: Project Description THE REDEVELOPMENT OF PROPERTY LOCATED SOUTH OF HUSKER HIGHWAY AND WEST OF U.S. HIGHWAY 281 (THE PROJECT SITE IS CURRENTLY PLATTED AS EWOLDT SUBDIVISION WHICH PLAT WILL BE VACATED AND A NEW PLAT RECORDED). THIS AMENDMENT APPLIES SPECIFICALLY TO ACTIVITIES PLANNED FOR LOT 3 OF PRAIRIE COMMONS SECOND SUBDIVISION AND A PORTION OF LOT 1 OF PRAIRIE COMMONS SECOND SUBDIVISION TO BE REPLATTED. THE ORIGINAL PROJECT WILL CONSISTED OF DEMOLITION OF EXISTING FARMS STRUCTURES, ALL SITE WORK AND GRADING TO PROMOTE AND ENHANCE DRAINAGE ACROSS THE SITE, INTALLATION OF ROADS, SEWER, WATER AND OTHER UTILITY INFRASTRUCTURE TO SUPPORT DEVELOPMENT OF THE SITE. THE PROJECT SHALL ALSO INCLUDE INFRASTRUCTURE IMPROVEMENTS AND MODIFICATIONS WITHIN THE PUBLIC RIGHT-OF-WAY OF HUSKER HIGHWAY (U.S. HIGHWAY 34) AND U.S. HIGHWAY 281 TO FACILITATE THE TRAFFIC THE PROJECT WILL GENERATE. THE INTIAL PHASE OF THIS DEVELOPMENT WILL CONSISTED OF THE CONSTRUCTION OF A 4 STORY 64 BED HOSPITAL AND, A 66,000 SQUARE FOOT MEDICAL OFFICE BUILDINGAND A PLANNED AND A 103 BED HOTEL WITH 7000 SQUARE FEET OF CONFERENCE/MEETING SPACE. THIS PHASE IS PROPOSING TO REPLACE THE HOTEL AT THIS LOCATION WITH ANOTHER THREE STORY 66,000 SQUARE FOOT MEDICAL OFFICE BUILDING. The use of Tax Increment Financing to aid in demolition, site clearance, and necessary infrastructure and grading improvements to redevelop the southwest corner of Husker Highway and U.S. Highway 281 currently platted as Ewoldt Sub in the City of Grand Island was proposed in the original application and that work has been completed. The use of Tax Increment Financing is an integral part of the development plan and necessary to make this project economically feasible. The project will result in the development of lots along this section of U.S. 281 toward U.S. Interstate 80. The proposed anchors for the first phase of this development location include a private hospital, medical office building and hotel with conference space. This plan amendment replaces the hotel with a second medical office building. Subsequent phases of the remainder of the site include housing, office space and retail development. The developer has indicated that this Grand Island Regular Meeting - 1/18/2023 Page 172 / 211 development would not be considered nor financially feasible for at this location without the use of TIF. Prataria Ventures L.L.C., a wholly owned subsidiary of Chief Industries, Inc., owns the subject property. Chief Industries was founded in 1954 and is headquartered in Grand Island. The developer is responsible for and has provided evidence that they can secure adequate debt financing to cover the costs associated with the 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, 2018 towards the allowable costs. TAX INCREMENT FINANCING TO PAY FOR THE REHABILITATION OF THE PROPERTY WILL COME FROM THE FOLLOWING REAL PROPERTY: Property Description (the “Redevelopment Project Area”) Legal Descriptions: All of Ewoldt Subdivision in Grand Island, Hall County, Nebraska and the adjacent rights-of-way for Husker Highway/U.S. Highway 34, U.S. Highway 281 and Rae Road. This amendment applies specifically to Lots 1 and 3 of Prairie Commons Second Subdivision. Grand Island Regular Meeting - 1/18/2023 Page 173 / 211 Existing Land Use and Subject Property 2016 Grand Island Regular Meeting - 1/18/2023 Page 174 / 211 Existing Land Use and Subject Property 2022 Grand Island Regular Meeting - 1/18/2023 Page 175 / 211 This plan amendment provides for the issuance TIF Notes, the proceeds of which will be granted to the Redeveloper. The tax increment will be captured for up to 15 tax years the payments for which become delinquent in years 2018 through 2032 inclusive or as otherwise dictated by the contract. The proposed development with this amendment for a second medical office building anticipates a restructured bond that would span the tax years 2023 to 2038. The real property ad valorem taxes on the current valuation will continue to be paid to the normal taxing entities. The incremental value for the first phase will be created by the construction of a 64 bed private hospital, medical office building and hotel/conference center a second medical office building. This area is planned for commercial development with the Grand Island Comprehensive Plan and will has been need to be rezoned to either a B2 General Commercial or CD Commercial Development zone to accommodate the planned development. An amendment to the CD Zone to allow the second medical office building has been proposed. . In addition, the current subdivision will be vacated and a new subdivision created to create the buildable lots of record for the first phase of redevelopment. 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, Grand Island Regular Meeting - 1/18/2023 Page 176 / 211 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 June 9, 2015.[§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. Conformance with 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 7, 2022 and passed Resolution 2023-06 confirming that this project is consistent with the Comprehensive Plan for the City of Grand Island. 3. The Redevelopment Plan must be sufficiently complete to address the following items: [§18-2103(13) (b)] a. Land Acquisition: This Redevelopment Plan for Area 17 does not anticipate real property acquisition by the developer. There is no proposed acquisition by the authority. b. Demolition and Removal of Structures: The project to be implemented with this plan provides for the demolition and removal of the existing abandoned farm buildings on the property. c. Future Land Use Plan See the attached map from the 2004 Grand Island Comprehensive Plan. This property is in private ownership and is planned for commercial uses [§18-2103(b) and §18-2111]. A site plan of the area after the proposed redevelopment is also attached. [§18-2111(5)] Grand Island Regular Meeting - 1/18/2023 Page 177 / 211 City of Grand Island Future Land Use Map effective 2016 Grand Island Regular Meeting - 1/18/2023 Page 178 / 211 City of Grand Island Future Land Use Map effective 2022 Grand Island Regular Meeting - 1/18/2023 Page 179 / 211 Grand Island Regular Meeting - 1/18/2023 Page 180 / 211 Proposed Site Plan as developed. Grand Island Regular Meeting - 1/18/2023 Page 181 / 211 d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The property is currently platted as Ewoldt Subdivision Lot 3 and Part of Lot 1 of Prairie Commons Second Subdivision. The existing Ewoldt Subdivision and all easements on the property will be vacated. The property will be replatted with a new a new street and lot configuration. Necessary easements will be dedicated with the new subdivision plat. The area is zoned TA Transitional Agriculture. It is anticipated that tThe area for the first phase of redevelopment willas be rezoned to accommodate the development to a B2 General Commercial or CD Commercial Development Zone a further amendment will be necessary to allow the second medical office building. These zoning districts at this location are consistent with the Grand Island Comprehensive Development Plan. The westerly portions of the property may be rezonedwas rezoned to an RO Residential Office zone that allows apartments and office buildings and which would provide a buffer between anticipated lakefront residential development to the west. Internal streets will bewere platted to connect James Road on the north with the intersection of James Road (Prairie Vview Road) and Rae Road on the south. All properties will behave been graded to drain appropriately and streets werewill be designed based on final lot elevations. Streets, utility infrastructure and grading were will be ccompleted for the whole development during the first phase of this project. No changes are anticipated in building codes or ordinances. However, the CRA intends to require enhancements to building facades as part of a public space requirement of the redevelopment project. No other planning changes contemplated. [§18-2103(b) and §18-2111] e. Site Coverage and Intensity of Use The developer is proposing to build on the site within the constraints allowed by the proposed zoning districts. The CD zoning district allows for up to 50% of the CD zone to be covered with buildings. The B2 zone would allow coverage of up to 100% of the lot less required landscaping and the RO zoning district would allow up to 75% coverage. Final zoning on the project site will have to be approved by the Grand Island City Council prior to construction. [§18-2103(b) and §18-2111] f. Additional Public Facilities or Utilities Sewer and water are available to support this development. Sufficient capacity exists within these systems to support this development at completion. Sewer, water will bewere extended throughout the site. The developer wasill be responsible for engineering and installation of all required utilities. Said utilities are expected to become part of the city infrastructure and will be accepted into the city systems after construction and inspection. Electric infrastructure will beas extended throughout the site according to typical commercial installation requirements. Natural gas and communications infrastructure will be installed according to the agreements formed with the private companies that provide those services. The City of Grand Island will secure all necessary easements for utility infrastructure with the platting and development processes. Public Grand Island Regular Meeting - 1/18/2023 Page 182 / 211 façade easements will be acquired in all buildings constructed as part of the project. The Redeveloper will be required to enhance the building exteriors and façades as provided in the redevelopment contract as a part of the public space development in the project over and above Commercial Development Zone building requirements. The façade improvements are required to ensure long-term durability of the buildings to prevent the recurrence of blighted conditions, with such façade improvements protected with a grant of an easement to the City by the Redeveloper. [§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. No individuals or businesses will be relocated due to this development. [§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 has 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 owns this property. The developer has identified the following expenses shown as exhibit B as potentially eligible for TIF based on the costs for the first phase development and site preparation/grading, streets and utility infrastructure for the full 96 acre site at $28,910,839. Additional TIF may be generated and used for complete development of the remainder of the site for site acquisition, planning, architecture, legal and other eligible activities. Grand Island Regular Meeting - 1/18/2023 Page 183 / 211 Grand Island Regular Meeting - 1/18/2023 Page 184 / 211 Updated cost numbers for MOB 2.0 specifically Prairie Commons Medical Office Building #2.0 Legal: Prairie Commons Second Subdivision Lot 3 September 30, 2022 Estimated Project Costs Acquisition Costs: Land $1,700,000 Construction & Site Costs $27,650,000 Soft Costs: Architectural/Engr./Testing $1,710,000 Financing Fees $210,000 Legal/Planning/Audit Fees $1,120,000 Contingency Reserves $710,000 Total $33,100,000 Estimated Value at Completion $27,650,000 Sources of Financing: Developer Equity $7,200,000 Tax Increment Assistance $4,885,000 Commercial Bank Loan $21,015,000 Listing of TIF Eligible Expenses: Site Preparation $100,000 Façade Upgrade $250,000 Site Utilities $200,000 Paving/Sidewalks/Hike-Bike Trail $675,000 Planning Activities (Arch./Engr./Designer fees) $2,710,000 Legal Fees $100,000 Land Purchase $1,700,000 Total TIF Eligible Expenses $5,735,000 No property will be transferred to redevelopers by the Authority. The developer will provide and secure all necessary financing. b. Statement of proposed method of financing the redevelopment project. The developer will provide all necessary financing for the project. The Authority will assist the project by granting the sum of $28,708,000 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, 2017 through December 20318. The developer will use the TIF Note to secure debt financing in an amount not to Grand Island Regular Meeting - 1/18/2023 Page 185 / 211 exceed $28,708,000 to be paid to the note holder during the term of the financing. TIF Notes have been issued for the hospital and MOB 1 in the amount of $11,600,000 and $2,500,000 respectively. The developer is requesting a note in the amount of $4,885,000 for the MOB 2.0 project contemplated in this plan amendment. The total TIF for the project as proposed would be $18,985,000. A total of $9,723,000 less than originally approved. 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 blighted and substandard conditions within the area. 8. Time Frame for Development Development of this project is anticipated to be completed between September of 2016 and December of 2018. Excess valuation should be available for this project for 15 years beginning with the 2017 tax year. The MOB 2.0 anticipated with the amendment would be constructed in 2023 and open in and fully taxable in 2024. Additional projects may be brought forward for separate consideration on parcels located outside of this initial phase. 9. Justification of Project Demolition, extension of utilities, substantial site grading and installation of streets are necessary to facilitate redevelopment of this site. The redevelopment of this property by Prataria Ventures, LLC, will result in increased employment opportunities in the medical Grand Island Regular Meeting - 1/18/2023 Page 186 / 211 sector within Grand Island as well as expanded medical choices. This is a first step in extending development south along U.S. Highway 281 toward U.S. Interstate 80. The Grand Island City Council has made it clear with previous decisions that they support development toward the I-80/281 interchange. 10. Cost Benefit Analysis The CRA will engage consultants to prepare a cost benefit analysis. The results of the original analysis will beare included as an appendix to this plan amendmente original plan. The original analysis supported TIF in an amount of $28,708,000. The total TIF proposed has been reduced to $18,985,000. (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; (MOB 2.0 Only) The redevelopment project area currently has an estimated valuation of $621,000. The proposed redevelopment will create additional valuation of $27,029,000 over the course of the next two years. The project creates additional valuation that will support taxing entities long after the project is paid off. The tax shift from this project will be equal to the total of the bond principal of $4,885,000 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. 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. (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 medical facilities for residents of Grand Island and for the surrounding area. New medical staff will be needs to support this development. (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 New medical staff will be needed to support this development. Grand Island Regular Meeting - 1/18/2023 Page 187 / 211 (e) Impacts on student populations of school districts within the City or Village: This development will not have a direct impact on the Grand Island School system since it does not include a housing component. New employees will need housing and that may impact the schools depending on where people choose to live. (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 is a regional medical provider and this development will help solidify and enhance that position. The MOB 2.0 will support the new hospital and provide additional competition within the medical market place in Grand Island. Time Frame for Development Development of this project is anticipated to be completed between September of 2016 and December of 2018. The base tax year should be calculated on the value of the property as of January 1, 2017. Excess valuation should be available for this project for 15 years beginning in 2017 with taxes due in 2018. 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 $28,708,000 the projected amount of increment based upon the anticipated value of the project and current tax rate. The total TIF for the project as proposed would be $18,985,000. A total of $9,723,000 less than originally approved. Grand Island Regular Meeting - 1/18/2023 Page 188 / 211 Prataria MOB 2 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. ___________ A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF A COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, TAX INCREMENT DEVELOPMENT REVENUE NOTES OR OTHER OBLIGATION, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $4,885,000 FOR THE PURPOSE OF (1) PAYING THE COSTS OF ACQUIRING, DEMOLISHING, CONSTRUCTING, RECONSTRUCTING, IMPROVING, EXTENDING, REHABILITATING, INSTALLING, EQUIPPING, FURNISHING AND COMPLETING CERTAIN IMPROVEMENTS WITHIN THE AUTHORITY’S PRATARIA VENTURES, LLC, MEDICAL OFFICE BUILDING #2 REDEVELOPMENT PROJECT AREA, SPECIFICALLY INCLUDING SITE PURCHASE, PREPARATION, DEMOLITION, UTILITY EXTENSION AND (2) PAYING THE COSTS OF ISSUANCE THEREOF; PRESCRIBING THE FORM AND CERTAIN DETAILS OF THE NOTE OR OTHER OBLIGATION; PLEDGING CERTAIN TAX REVENUE AND OTHER REVENUE TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTE OR OTHER OBLIGATION AS THE SAME BECOME DUE; LIMITING PAYMENT OF THE NOTE OR OTHER OBLIGATION TO SUCH TAX REVENUES; CREATING AND ESTABLISHING FUNDS AND ACCOUNTS; DELEGATING, AUTHORIZING AND DIRECTING THE FINANCE DIRECTOR TO EXERCISE HIS OR HER INDEPENDENT DISCRETION AND JUDGMENT IN DETERMINING AND FINALIZING CERTAIN TERMS AND PROVISIONS OF THE NOTE OR OTHER OBLIGATION NOT SPECIFIED HEREIN; APPROVING AN AMENDED REDEVELOPMENT CONTRACT AND REDEVELOPMENT PLAN; TAKING OTHER ACTIONS AND MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE FOREGOING; AND RELATED MATTERS. BE IT RESOLVED BY THE MEMBERS OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA: ARTICLE I FINDINGS AND DETERMINATIONS Section 1.1. Findings and Determinations. The Members of the Community Redevelopment Authority of the City of Grand Island, Nebraska (the “Authority”) hereby find and determine as follows: (a) The City of Grand Island, Nebraska (the “City”), pursuant to the Plan Resolution (hereinafter defined), approved the City of Grand Island Redevelopment Plan Amendment Grand Island CRA Area 17, June 2016 Amended November 2022 (the “Redevelopment Plan”) under and pursuant to which the Authority shall undertake from time to time to redevelop and rehabilitate the Redevelopment Area (hereinafter defined). (b) Pursuant to the Redevelopment Plan, the Authority has previously obligated itself and/or will hereafter obligate itself to provide a portion of the financing to acquire, construct, reconstruct, improve, extend, rehabilitate, install, equip, furnish and complete, at the cost and expense of the Redeveloper, a Grand Island Regular Meeting - 1/18/2023 Page 189 / 211 -2- portion of the improvements (as defined in the Amended Redevelopment Contract hereinafter identified) in the Redevelopment Area (the “Project Costs”), including, without limitation site acquisition of the Project Site (as defined in the Amended Redevelopment Contract), (collectively, the “Project”), as more fully described in the Amended Redevelopment Contract (hereinafter defined). (c) The Authority is authorized by the Redevelopment Law (hereinafter defined) to issue tax allocation notes for the purpose of paying the costs and expenses of the Project, the principal of which is payable from certain tax revenues as set forth in the Redevelopment Law. (d) In order to provide funds to pay a portion of the costs of the Project, it is necessary, desirable, advisable, and in the best interest of the Authority for the Authority to issue a Tax Increment Development Revenue Note or other obligation in an aggregate principal amount not to exceed $4,885,000 (the “Note”). (e) All conditions, acts and things required to exist or to be done precedent to the issuance of the Note do exist and have been done as required by law. ARTICLE II CERTAIN DEFINITIONS; COMPUTATIONS; CERTIFICATES AND OPINIONS; ORDERS AND DIRECTIONS Section 2.1. Definitions of Special Terms. Unless the context clearly indicates some other meaning or may otherwise require, and in addition to those terms defined elsewhere herein, the terms defined in this Section 2.1 shall, for all purposes of this Resolution, any Resolution or other instrument amendatory hereof or supplemental hereto, instrument or document herein or therein mentioned, have the meanings specified herein, with the following definitions to be equally applicable to both the singular and plural forms of any terms defined herein: “Authority” means the Community Redevelopment Authority of the City of Grand Island, Nebraska. City” means the City of Grand Island, Nebraska. “Project Costs” means the redevelopment project costs (as defined in the Amended Redevelopment Contract) in the Redevelopment Area, the costs of which are eligible to be paid from the proceeds of the Note. “Assessor” means the Assessor of Hall County, Nebraska. “Note” means the Prataria Ventures, LLC, Medical Office Building #2 Redevelopment Project Tax Increment Development Revenue Note Series 2023 of the Authority, in an aggregate principal amount not to exceed $4,885,000, issued pursuant to this Resolution and shall include any note, including refunding note, interim certificate, debenture, or other obligation issued pursuant to the Redevelopment Law. At the option of the Owner of the Note, the titular designation of such Note may be revised to state note, interim certificate, debenture, obligation, or such other designation as is appropriate. “Secretary” means the Secretary of the Authority. “Cumulative Outstanding Principal Amount” means the aggregate principal amount of the Note issued and Outstanding from time to time in accordance with the provisions of this Resolution, as reflected in the records maintained by the Registrar as provided in this Resolution. Grand Island Regular Meeting - 1/18/2023 Page 190 / 211 -3- “Date of Original Issue” means the date the Note is initially issued, which shall be the date of the first allocation of principal on the Note as further described in Section 3.2. “Debt Service” means, as of any particular date of computation, and with respect to any period, the amount to be paid or set aside as of such date or such period for the payment of the principal on the Note. “Escrow Obligations” means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby. “Finance Director” means the Treasurer/Finance Director or Acting Treasurer/Finance Director, as the case may be, of the City. “Fiscal Year” means the twelve-month period established by the City or provided by law from time to time as its fiscal year. “Government Obligations” means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. “Improvements” means the improvements to be constructed, reconstructed, acquired, improved, extended, rehabilitated, installed, equipped, furnished and completed in the Project Area in accordance with the Redevelopment Plan, including, but not limited to, the improvements constituting the Project (as defined in the Amended Redevelopment Contract). “Payment Date” means June 1 and December 1 of each year any Note is outstanding, commencing on the first Payment Date following the Date of Original Issue. “Chairman” means the Chairman of the Authority. “Outstanding” means when used with reference to any Note, as of a particular date, all Notes theretofore authenticated and delivered under this Resolution except: (a) Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation; (b) Notes which are deemed to have been paid in accordance with Section 10.1 hereof; (c) Notes alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in Section 3.9 hereof; and Grand Island Regular Meeting - 1/18/2023 Page 191 / 211 -4- (d) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Resolution. “Owner” means the person(s) identified as the owner(s) of the Note from time to time, as indicated on the books of registry maintained by the Registrar. “Plan Resolution” means, Resolution No. ___________ of the City, together with any other resolution providing for an amendment to the Redevelopment Plan. “Project Area” means the area identified and referred to as the Project Site in the Amended Redevelopment Contract. “Record Date” means, for each Payment Date, the 15th day immediately preceding such Payment Date. “Redeveloper” means the Redeveloper as defined in the Amended Redevelopment Contract responsible for constructing, reconstructing, acquiring, improving, extending, rehabilitating, installing, equipping, furnishing and completing the Project. “Redeveloper Note” means any Note that is owned by the Redeveloper according to the records of the Registrar. “Amended Redevelopment Contract” means the City of Grand Island Amended Redevelopment Contract Prataria Ventures, LLC, Medical Office Building #2 Redevelopment Project, dated the date of its execution, between the Authority, and the Prataria Ventures, LLC, a Nebraska limited liability company, relating to the Project. “Redevelopment Area” means the community redevelopment area described, defined or otherwise identified or referred to in the Redevelopment Plan. “Redevelopment Law” means Article VIII, Section 12 of the Constitution of the State and Chapter 18, Article 21, Reissue Revised Statutes of Nebraska, as amended. “Redevelopment Plan” means the “"Redevelopment Plan Amendment Grand Island CRA Area 17, June 2016 Amended November 2022” passed, adopted and approved by the City pursuant to the Plan Resolution, and shall include any amendment of such Redevelopment Plan heretofore or hereafter made by the City pursuant to law. “Refunding Notes” means the notes authorized to be issued pursuant to Article V. “Registrar” means the Treasurer of the City of Grand Island, Nebraska, in its capacity as registrar and paying agent for the Note. “Resolution” means this Resolution as from time to time amended or supplemented. “Revenue” means the Tax Revenue. “Special Fund” means the funds by that name created in Section 7.1. “State” means the State of Nebraska. Grand Island Regular Meeting - 1/18/2023 Page 192 / 211 -5- “Tax Revenue” means, with respect to the Project Area, (a) those tax revenues referred to (1) in the last sentence of the first paragraph of Article VIII, Section 12 of the Constitution of the State and (2) in Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, and (b) all payments made in lieu thereof. “Treasurer” means the Treasurer of Hall County, Nebraska. Section 2.2. Definitions of General Terms. Unless the context clearly indicates otherwise or may otherwise require, in this Resolution words importing persons include firms, partnerships, associations, limited liability companies (public and private), public bodies and natural persons, and also include executors, administrators, trustees, receivers or other representatives. Unless the context clearly indicates otherwise or may otherwise require, in this Resolution the terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Resolution as a whole and not to any particular section or subdivision thereof. Unless the context clearly indicates otherwise or may otherwise require, in this Resolution: (a) references to Articles, Sections and other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding Articles, Sections or subdivisions of this Resolution as such Articles, Sections, or subdivisions may be amended or supplemented from time to time; and (b) the word “heretofore” means before the time of passage of this Resolution, and the word “hereafter” means after the time of passage of this Resolution. Section 2.3. Computations. Unless the facts shall then be otherwise, all computations required for the purposes of this Resolution shall be made on the assumption that the principal on the Note shall be paid as and when the same become due. Section 2.4. Certificates, Opinions and Reports. Except as otherwise specifically provided in this Resolution, each certificate, opinion or report with respect to compliance with a condition or covenant provided for in this Resolution shall include: (a) a statement that the person making such certificate, opinion or report has read the pertinent provisions of this Resolution to which such covenant or condition relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate, opinion or report are based; (c) a statement that, in the opinion of such person, he has made such examination and investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; and (e) an identification of any certificates, opinions or reports or other sources or assumptions relied on in such certificate, opinion or report. Section 2.5. Evidence of Action by the Authority. Except as otherwise specifically provided in this Resolution, any request, direction, command, order, notice, certificate or other instrument of, by or from the City or the Authority shall be effective and binding upon the Authority, respectively, for the purposes of this Resolution if signed by the Chairman, the Vice Chairman, the Secretary, the Treasurer of the Authority, the Finance Director, the Planning Director or by any other person or persons authorized to execute the same by statute, or by a resolution of the City or the Authority, respectively. Grand Island Regular Meeting - 1/18/2023 Page 193 / 211 -6- ARTICLE III AUTHORIZATION AND ISSUANCE OF THE NOTE; GENERAL TERMS AND PROVISIONS Section 3.1. Authorization of Note. Pursuant to and in full compliance with the Redevelopment Law and this Resolution, and for the purpose of providing funds to pay (a) the cost of acquiring, constructing, reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing, and completing the Project, and (b) the costs of issuing the Note, the Authority shall issue one Note (the “Note”) in an aggregate principal amount not to exceed $4,885,000. The Note shall be designated as “Community Redevelopment Authority of the City of Grand Island, Nebraska, Prataria Ventures, LLC, Medical Office Building #2 Redevelopment Project Tax Increment Development Revenue Note Series 2023,” shall have an appropriate series designation as determined by the Finance Director, shall be dated the Date of Original Issue, shall mature, subject to right of prior redemption, not later than the December 31, 2041, and shall bear interest at an annual rate of 7.00%. The Note shall be issued as a single Note as further described in Section 3.2. The Note is a special, limited obligation of the Authority payable solely from the Revenue and the amounts on deposit in the funds and accounts established by this Resolution. The Note shall not in any event be a debt of the Authority (except to the extent of the Revenue and other money pledged under this Resolution), the State, nor any of its political subdivisions, and neither the Authority (except to the extent of the Revenue and other money pledged under this Resolution), the City, the State nor any of its political subdivisions is liable in respect thereof, nor in any event shall the principal of or interest on the Note be payable from any source other than the Revenue and other money pledged under this Resolution. The Note does not constitute a debt within the meaning of any constitutional, statutory, or charter limitation upon the creation of general obligation indebtedness of the Authority and does not impose any general liability upon the Authority. Neither any official of the Authority nor any person executing the Note shall be liable personally on the Note by reason of its issuance. The validity of the Note is not and shall not be dependent upon the completion of the Project or upon the performance of any obligation relative to the Project. The Revenue and the amounts on deposit in the funds and accounts established by this Resolution are hereby pledged and assigned for the payment of the Note and shall be used for no other purpose than to pay the principal of or interest on the Note, except as may be otherwise expressly authorized in this Resolution. The Note shall not constitute a debt of the Authority or the City within the meaning of any constitutional, statutory, or charter limitation upon the creation of general obligation indebtedness of the Authority, and neither the Authority nor the City shall not be liable for the payment thereof out of any money of the Authority or the City other than the Tax Revenue and the other funds referred to herein. Nothing in this Resolution shall preclude the payment of the Note from (a) the proceeds of future notes issued pursuant to law or (b) any other legally available funds. Nothing in this Resolution shall prevent the City or the Authority from making advances of its own funds howsoever derived to any of the uses and purposes mentioned in this Resolution. Section 3.2. Details of Note; Authority of Finance Director. (a) The Note shall be dated the Date of Original Issue and shall be issued to the purchaser thereof, as the Owner, in installments. The Note shall be delivered on the earlier of allocation of the maximum principal amount of the Note or upon the issuance of a certificate of occupancy of the building constituting the Project. The Note shall be issued as a single Note with appropriate series designation. (b) Proceeds of the Note may be advanced and disbursed in the manner set forth below: Grand Island Regular Meeting - 1/18/2023 Page 194 / 211 -7- (1) There shall be submitted to the Finance Director a disbursement request in a form acceptable to the Finance Director (the “Disbursement Request”), executed by the City’s Planning Director and an authorized representative of the Redeveloper, (A) certifying that a portion of the Project has been substantially completed and (B) certifying the actual costs incurred by the Redeveloper in the completion of such portion of the Project. (2) The Finance Director shall evidence such allocation in writing and inform the Owner of the Note of any amounts allocated to the Note. (3) Such amounts shall be deemed proceeds of the Note and the Finance Director shall inform the Registrar in writing of the date and amount of such allocation. The Registrar shall keep and maintain a record of the amounts allocated to the note pursuant to the terms of this Resolution as “Principal Amount Advanced” and shall enter the aggregate principal amount then Outstanding as the “Cumulative Outstanding Principal Amount” on the Note and its records maintained for the Note. The aggregate amount endorsed as the Principal amount Advanced on the Note shall not in the aggregate exceed $4,885,000. The Authority shall have no obligation to pay any Disbursement Request unless such request has been properly approved as described above, and proceeds of the Note have been deposited by the Owner of the Note (if other than the Redeveloper) into the Project Fund. The records maintained by the Registrar as to principal amount advanced and principal amounts paid on the Note shall be the official records of the Cumulative Outstanding Principal Amount for all purposes. (c) The Note shall be dated the Date of Original Issue, which shall be the initial date of a allocation of the Note. (d) As of the Date of Original Issue of the Note, there shall be delivered to the Registrar the following: (1) A signed investor’s letter in a form acceptable to the Finance Director and Note Counsel; and (2) Such additional certificates and other documents as the special counsel for the Authority may require. (e) The note shall bear seven percent (7.0%) interest on the Cumulative Outstanding Principal Amount of the Note from the Date of Original Issue. (f) The principal of the Note shall be payable in any coin or currency of the United States of America from all funds held by the which on the respective dates of payment thereof is legal tender for the payment of public and private debts. Payments on the Note due prior to maturity or earlier redemption and payment of any principal upon redemption price to maturity shall be made by check mailed by the Registrar on each Interest Payment Date to the Owners, at the Owners’ address as it appears on the books of registry maintained by the Registrar on the Record Date. The principal of the Note due at maturity or upon earlier redemption shall be payable upon presentation and surrender of the Note to the Registrar. When any portion of the Note shall have been duly called for redemption and payment thereof duly made or provided for, interest thereon shall cease on the principal amount of such Note so redeemed from and after the date of redemption thereof. Grand Island Regular Meeting - 1/18/2023 Page 195 / 211 -8- (g) The Note shall be executed by the manual signatures of the Chairman and Secretary of the Authority. In case any officer whose signature shall appear on any Note shall cease to be such officer before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if s/he had remained in office until such delivery, and the Note may be signed by such persons as at the actual time of the execution of such Note shall be the proper officers to sign such Note although at the date of such Note such persons may not have been such officers. (i) The Finance Director is hereby authorized to hereafter, from time to time, specify, set, designate, determine, establish and appoint, as the case may be, and in each case in accordance with and subject to the provisions of this Resolution, (1) the Date of Original Issue, the principal amount of the Note in accordance with Section 3.2(a), (2) the maturity date of the Note, which shall be not later than December 31, 2041, (3) the initial Payment Date and (4) any other term of the Note not otherwise specifically fixed by the provisions of this Resolution. (j) Any Note issued upon transfer or exchange of any other Note shall be dated as of the Date of Original Issue. (k) The Note shall be issued to such Owner as shall be mutually agreed between the Redeveloper and the Finance Director for a price equal to 100% of the principal amount thereof. No Note shall be delivered to any Owner unless the Authority shall have received from the Owner thereof such documents as may be required by the Finance Director to demonstrate compliance with all applicable laws, including without limitation compliance with Section 3.6 hereof. The Authority may impose such restrictions on the transfer of any Note as may be required to ensure compliance with all requirements relating to any such transfer. Section 3.3. Form of Note Generally. The Note shall be issued in registered form. The Note shall be in substantially the form set forth in Article IX, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution and with such additional changes as the Finance Director may deem necessary or appropriate. The Note may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. Section 3.4. Appointment of Registrar. The Finance Director is hereby appointed the registrar and paying agent for the Note. The Registrar shall specify its acceptance of the duties, obligations and trusts imposed upon it by the provisions of this Resolution by a written instrument deposited with the Authority prior to the Date of Original Issue of the initial Note. The Authority reserves the right to remove the Registrar upon 30 days’ notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and the Note in its possession to the successor Registrar and shall deliver the note register to the successor Registrar. The Registrar shall have only such duties and obligations as are expressly stated in this Resolution and no other duties or obligations shall be required of the Registrar. Section 3.5. Exchange of Note. Any Note, upon surrender thereof at the principal office of the Registrar, together with an assignment duly executed by the Owner or its attorney or legal representative in such form as shall be satisfactory to the Registrar, may, at the option of the Owner thereof, be exchanged for another Note in a principal amount equal to the principal amount of the Note surrendered or exchanged, of the same series and maturity and bearing interest at the same rate. The Authority shall make provision for the exchange of the Note at the principal office of the Registrar. Section 3.6. Negotiability, Registration and Transfer of Note. The Registrar shall keep books for the registration and registration of transfer of the Note as provided in this Resolution. The transfer of the Note may be registered only upon the books kept for the registration and registration of transfer of the Note upon Grand Island Regular Meeting - 1/18/2023 Page 196 / 211 -9- (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 Amended Redevelopment Contract, (2) the assessed valuation of the Redeveloper Property (as defined in the Amended Redevelopment Contract) is less than the projected amount in the application filed by the Redeveloper with the authority or (3) a protest of the valuation of the Redeveloper Property is ongoing. Upon any such registration of transfer the Authority shall execute and deliver in exchange for such Note a new Note, registered in the name of the transferee, in a principal amount equal to the principal amount of the Note surrendered or exchanged, of the same series and maturity and bearing interest at the same rate. In all cases in which any Note shall be exchanged or a transfer of a Note shall be registered hereunder, the Authority shall execute at the earliest practicable time execute and deliver a Note in accordance with the provisions of this Resolution. The Note surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Registrar. Neither the Authority nor the Registrar shall make a charge for the first such exchange or registration of transfer of any Note by any Owner. The Authority or the Registrar, or both, may make a charge for shipping, printing and out-of-pocket costs for every subsequent exchange or registration of transfer of such Note sufficient to reimburse it or them for any and all costs required to be paid with respect to such exchange or registration of transfer. Neither the Authority nor the Registrar shall be required to make any such exchange or registration of transfer of any Note during the period between a Record Date and the corresponding Interest Payment Date. Section 3.7. Ownership of Note. As to any Note, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of or interest on such Note shall be made only to or upon the order of the Owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid. Section 3.8. Disposition and Destruction of Note. The Note, upon surrender to the Registrar for final payment, whether at maturity or upon earlier redemption, shall be canceled upon such payment by the Registrar and, upon written request of the Finance Director, be destroyed. Section 3.9. Mutilated, Lost, Stolen or Destroyed Note. If any Note becomes mutilated or is lost, stolen or destroyed, the Authority shall execute and deliver a new Note of like date and tenor as the Note mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Note, such mutilated Note shall first be surrendered to the Authority. In the case of any lost, stolen or destroyed Note, there first shall be furnished to the Authority evidence of such loss, theft or destruction satisfactory to the Authority, together with indemnity to the Authority satisfactory to the Authority. If any such Note has matured, is about to mature or has been called for redemption, instead of delivering a substitute Note, the Authority may pay the same without surrender thereof. Upon the issuance of any substitute Note, the Authority may require the payment of an amount by the Owner sufficient to reimburse the Authority for any tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith. Section 3.10. Non-presentment of Note. If any Note is not presented for payment when the principal thereof becomes due and payable as therein and herein provided, whether at the stated maturity thereof or call for optional or mandatory redemption or otherwise, if funds sufficient to pay such Note have Grand Island Regular Meeting - 1/18/2023 Page 197 / 211 -10- been made available to the Registrar all liability of the Authority to the Owner thereof for the payment of such Note shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Registrar to hold such funds, without liability for interest thereon, for the benefit of the Owner of such Note, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on their part under this Resolution or on, or with respect to, said Note. If any Note is not presented for payment within five years following the date when such Note becomes due, the Registrar shall repay to the Authority the funds theretofore held by it for payment of such Note, and such Note shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the Authority, and the Registered Owner thereof shall be entitled to look only to the Authority for payment, and then only to the extent of the amount so repaid to it by the Registrar, and the Authority shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. ARTICLE IV REDEMPTION OF NOTE Section 4.1. Redemption of Note. The Note is subject to redemption at the option of the Authority prior to the maturity thereof at any time as a whole or in part from time to time in such principal amount as the Authority shall determine, at a redemption price equal to 100% of the principal amount then being redeemed plus accrued interest thereon to the date fixed for redemption. Section 4.2. Redemption Procedures. The Finance Director is hereby authorized, without further action of the Council, to call all or any portion of the principal of the Note for payment and redemption prior to maturity on such date as the Finance Director shall determine, and shall deposit sufficient funds in the Debt Service Account from the Surplus Account to pay the principal being redeemed plus the accrued interest thereon to the date fixed for redemption. The Finance Director may effect partial redemptions of any Note without notice to the Owner and without presentation and surrender of such Note, but total redemption of any Note may only be effected with notice to the Owner and upon presentation and surrender of such Note to the Registrar. Notice of a total redemption of any Note shall be sent by the Registrar by first-class mail not less than five days prior to the date fixed for redemption to the Owner’s address appearing on the books of registry maintained by the Registrar and indicate (a) the title and designation of the Note, (b) the redemption date, and (c) a recitation that the entire principal balance of such Note plus all accrued interest thereon is being called for redemption on the applicable redemption date. Section 4.3. Determination of Outstanding Principal Amount of Note. Notwithstanding the amount indicated on the face of any Note, the principal amount of such Note actually Outstanding from time to time shall be determined and maintained by the Registrar. The Registrar shall make a notation in the books of registry maintained for each Note indicating the original principal advance of such Note as determined in accordance with Section 3.2 and make such additional notations as are required to reflect any additional principal advances or redemptions of such Note from time to time, including on the Table of Cumulative Outstanding Principal Amount attached to each Note if it is presented to the Registrar for that purpose. Any Owner may examine the books of registry maintained by the Registrar upon request, and the Registrar shall grant such request as soon as reasonably practicable. Any failure of the Registrar to record a principal advance or a redemption on the Table of Cumulative Outstanding Principal Amount shall not affect the Cumulative Outstanding Principal Amount shown on the records of the Registrar. Grand Island Regular Meeting - 1/18/2023 Page 198 / 211 -11- ARTICLE V REFUNDING NOTES Section 5.1. Refunding Notes. Refunding Notes may be issued at any time at the direction of the Finance Director for the purpose of refunding (including by purchase) any Note or any portion thereof, including amounts to pay principal to the date of maturity or redemption (or purchase) and the expenses of issuing the Refunding Notes and of effecting such refunding; provided that the Debt Service on all notes to be outstanding after the issuance of the Refunding Notes shall not be greater in any Fiscal Year than would have been the Debt Service in such Fiscal Year were such refunding not to occur. ARTICLE VI EFFECTIVE DATE OF PROJECT; PLEDGE OF REVENUE Section 6.1. Effective Date of Project. For purposes of Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, the effective date of the Project shall be determined as set forth in the Amended Redevelopment Contract. The Planning Director is hereby directed to notify the Assessor of the effective date of the Project on the form prescribed by the Property Tax Administrator. Section 6.2. Collection of Revenue; Pledge of Revenue. As provided for in the Redevelopment Plan, and pursuant to the provisions of the Redevelopment Law, for the period contemplated thereby, the Tax Revenue collected in the Project Area shall be allocated to and, when collected, paid into the Special Fund under the terms of this Resolution to pay the principal on the Note. When the Note has been paid in accordance with this Resolution, the Redevelopment Plan and the Amended Redevelopment Contract, the Tax Revenue shall be applied as provided for in the Redevelopment Law. The Revenue is hereby allocated and pledged in its entirety to the payment of the principal on the Note and to the payment of the Project Costs (including the Project), until the principal on the Note has been paid (or until money for that purpose has been irrevocably set aside), and the Revenue shall be applied solely to the payment of the principal on the Note. Such allocation and pledge is and shall be for the sole and exclusive benefit of the Owner and shall be irrevocable. Section 6.3. Potential Insufficiency of Revenue. Neither the Authority nor the City makes any representations, covenants, or warranties to the Owner that the Revenue will be sufficient to pay the principal of or interest on the Note. Payment of the principal of and interest on the Note is limited solely and exclusively to the Revenue pledged under the terms of this Resolution, and is not payable from any other source whatsoever. Grand Island Regular Meeting - 1/18/2023 Page 199 / 211 -12- ARTICLE VII CREATION OF FUNDS AND ACCOUNTS; PAYMENTS THEREFROM Section 7.1. Creation of Funds and Account. There is hereby created and established by the Authority the following funds and accounts which funds shall be held by the Finance Director of the City separate and apart from all other funds and moneys of the Authority and the City under his or her control: (a) a special trust fund called the “Prataria Ventures, LLC Medical Office Building #2 Redevelopment Project Tax Increment 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 Payment Date (i) to make any payments to the City and Authority as may be required under the Amended Redevelopment Contract and (ii) to pay principal on the Note to the extent of any money then remaining the Note Fund on such Payment Date. Money in the Note Fund shall be used solely for the purposes described in this Section 7.1 (a). All Revenues received through and including December 31, 2041, shall be used solely for the payments required by this Section 7.1 (a); and (b) a special trust fund called the “Prataria Ventures, LLC Medical Office Building #2 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 3.2. 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 Agency of such request, the Agency shall notify the owner of the Note and such owner may deposit an amount sufficient to pay such request with the Agency for such payment. As set forth in Section 3.2, if the Redeveloper is the owner of the Note and the Redeveloper so elects, the Agency 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 VIII COVENANTS OF THE AUTHORITY So long as the Note is outstanding and unpaid, the Authority will (through its proper officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in this Resolution or in the Note, including the following covenants and agreements for the benefit of the Owner which are necessary, convenient and desirable to secure the Note and will tend to make them more marketable; provided, however, that such covenants do not require either the City or the Authority to expend any money other than the Revenue nor violate the provisions of State law with respect to tax revenue allocation. Section 8.1. No Priority. The Authority covenants and agrees that it will not issue any obligations the principal of or interest on which is payable from the Revenue which have, or purport to have, any lien upon the Revenue prior or superior to or in parity with the lien of the Note; provided, however, that nothing in this Resolution shall prevent the Authority from issuing and selling notes or other obligations which have, or purport to have, any lien upon the Revenue which is junior to the Note and the Debt Service thereon, or from issuing and selling notes or other obligations which are payable in whole or in part from sources other than the Revenue. Section 8.2. To Pay Principal of the Note. The Authority will duly and punctually pay or cause to be paid solely from the Revenue the principal of the Note on the dates and at the places and in the manner Grand Island Regular Meeting - 1/18/2023 Page 200 / 211 -13- provided in the Note according to the true intent and meaning thereof and hereof, and will faithfully do and perform and fully observe and keep any and all covenants, undertakings, stipulations and provisions contained in the Note and in this Resolution. Section 8.4. Books of Account; Financial Statements. The Authority covenants and agrees that it will at all times keep, or cause to be kept, proper and current books of account (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Project, the Revenue and other funds relating to the Project. Section 8.5. Eminent Domain Proceeds. The Authority covenants and agrees that should all or any part of the Project be taken by eminent domain or other proceedings authorized by law for any public or other use under which the property will be exempt from ad valorem taxation, the net proceeds realized by the Authority therefrom shall constitute Project Revenue and shall be deposited into the Special Fund and used for the purposes and in the manner described in Section 7.2. Section 8.6. Protection of Security. The Authority is duly authorized under all applicable laws to create and issue the Note and to adopt this Resolution and to pledge the Revenue in the manner and to the extent provided in this Resolution. The Revenue so pledged is and will be free and clear of any pledge, lien, charge, security interest or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge created by this Resolution, except as otherwise expressly provided herein, and all corporate action on the part of the Authority to that end has been duly and validly taken. The Note is and will be a valid obligation of the Authority in accordance with its terms and the terms of this Resolution. The Authority shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of and security interest granted with respect to the Revenue pledged under this Resolution and all the rights of the Owner under this Resolution against all claims and demands of all persons whomsoever. ARTICLE IX FORM OF NOTE Section 9.1. Form of Note. The Note shall be in substantially the following form: (FORM OF NOTE) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE TRANSFERRED UNLESS THE PROPOSED ASSIGNEE IS A BANK OR A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION AND THE OWNER HAS OBTAINED AND PROVIDED TO THE AUTHORITY, PRIOR TO SUCH TRANSFER AND ASSIGNMENT, AN INVESTOR’S LETTER IN FORM AND SUBSTANCE SATISFACTORY TO THE AUTHORITY EVIDENCING THE COMPLIANCE WITH THE PROVISIONS OF ALL FEDERAL AND STATE SECURITIES LAWS AND CONTAINING SUCH OTHER REPRESENTATIONS AS THE AUTHORITY MAY REQUIRE. THIS NOTE MAY BE TRANSFERRED ONLY IN THE MANNER AND ON THE TERMS AND CONDITIONS AND SUBJECT TO THE RESTRICTIONS STATED IN SECTION 3.6 OF RESOLUTION NO. ____________ OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. Grand Island Regular Meeting - 1/18/2023 Page 201 / 211 -14- UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA PRATARIA VENTURES, LLC, MEDICAL OFFICE BUILDING #2 REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2023 No. R-1 Up to an aggregate amount of $4,885,000 Date of Date of Rate of Original Issue Maturity Interest December 31, 2041 7.00% REGISTERED OWNER: PRATARIA VENTURES, LLC PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE NOTE SET FORTH ON THE FOLLOWING PAGES, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA has caused this Note to be signed by the manual signature of the Chairman of the Authority, countersigned by the manual signature of the Secretary of the Authority. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA [S E A L] By: (manual signature) Chairman By: (manual signature) Secretary The COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (the “Authority”) acknowledges itself indebted to, and for value received hereby promises to pay, but solely from certain specified tax revenues to the Registered Owner named above, or registered assigns, on the Date of Maturity stated above (or earlier as hereinafter referred to), the Principal Amount on Schedule 1 attached hereto upon presentation and surrender hereof at the office of the registrar and paying agent herefor, the Treasurer of the City of Grand Island, Nebraska (the “Registrar”), payable semiannually on June 1 and December 1 of each year until payment in full of such Principal Amount, beginning June 1, 2026, by check or draft mailed to the Registered Owner hereof as shown on the note Grand Island Regular Meeting - 1/18/2023 Page 202 / 211 -15- registration books maintained by the Registrar on the 15th day of the month preceding the month in which the applicable payment date occurs, at such Owner’s address as it appears on such note registration books. The principal of this Note is payable in any coin or currency which on the respective dates of payment thereof is legal tender for the payment of debts due the United States of America. This Note is issued by the Authority under the authority of and in full compliance with the Constitution and statutes of the State of Nebraska, including particularly Article VIII, Section 12 of the Nebraska Constitution, Sections 18-2101 to 18-2155, inclusive, Reissue Revised Statutes of Nebraska, as amended, and under and pursuant to Resolution No. ________ duly passed and adopted by the Authority on ______________, 2023, 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 $4,885,000. This Note has been issued by the Authority for the purpose of financing the costs of constructing, reconstructing, improving, extending, rehabilitating, installing, equipping, furnishing and completing certain improvements within the area identified and referred to as the City of Grand Island Medical Office Building #2, Project which is more specifically described in the Resolution, and to carry out the Authority’s corporate purposes and powers in connection therewith. Reference is hereby made to the Resolution for the provisions, among others, with respect to the collection and disposition of certain tax and other revenues, the special funds charged with and pledged to the payment of the principal of and interest on this Note, the nature and extent of the security thereby created, the terms and conditions under which this Note has been issued, the rights and remedies of the Registered Owner of this Note, and the rights, duties, immunities and obligations of the City and the Authority. By the acceptance of this Note, the Registered Owner assents to all of the provisions of the Resolution. This Note is a special limited obligation of the Authority payable as to principal solely from and is secured solely by the Tax Revenue (as defined in the Resolution) pledged under the Resolution, all on the terms and conditions set forth in the Resolution. The Tax Revenue represents that portion of ad valorem taxes levied by public bodies of the State of Nebraska, including the City, on real property in the Project Area (as defined in this Resolution) which is in excess of that portion of such ad valorem taxes produced by the levy at the rate fixed each year by or for each such public body upon the valuation of the Project Area as of a certain date and as has been certified by the County Assessor of Hall County, Nebraska to the City in accordance with law. The principal hereon shall not be payable from the general funds of the City nor the Authority nor shall this Note constitute a legal or equitable pledge, charge, lien, security interest or encumbrance upon any of the property or upon any of the income, receipts, or money and securities of the City or the Authority or of any other party other than those specifically pledged under the Resolution. This Note is not a debt of the City or the Authority within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City or the Authority, and does not impose any general liability upon the City or the Authority and neither the City nor the Authority shall be liable for the payment hereof out of any funds of the City or the Authority other than the Tax Revenues and other funds pledged under the Resolution, which Tax Revenues and other funds have been and hereby are pledged to the punctual payment of the principal of and interest on this Note in accordance with the provisions of this Resolution. The Registrar may from time to time enter the respective amounts advanced pursuant to the terms of the Resolution under the column headed “Principal Amount Advanced” on Schedule 1 hereto (the “Table”) and may enter the aggregate principal amount of this Note then outstanding under the column headed “Cumulative Outstanding Principal Amount” on the Table. On each date upon which a portion of the Grand Island Regular Meeting - 1/18/2023 Page 203 / 211 -16- Cumulative Outstanding Principal Amount is paid to the Registered Owner pursuant to the redemption provisions of the Resolution, the Registered Owner may enter the principal amount paid on this Note under the column headed “Principal Amount Redeemed” on the Table and may enter the then outstanding principal amount of this Note under the column headed “Cumulative Outstanding Principal Amount” on the Table. Notwithstanding the foregoing, the records maintained by the Registrar as to the principal amount issued and principal amounts paid on this Note shall be the official records of the Cumulative Outstanding Principal Amount of this Note for all purposes. Reference is hereby made to the Resolution, a copy of which is on file in the office of the City Clerk, and to all of the provisions of which each Owner of this Note by its acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for this Note; the Tax Revenue pledged to the payment of the principal on this Note; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Resolution may be amended or supplemented with or without the consent of the Owner of this Note; the rights, duties and obligations of the Authority and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Resolution or be deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. This Note is subject to redemption prior to maturity, at the option of the Authority, in whole or in part at any time at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest on such principal amount to the date fixed for redemption. Reference is hereby made to the Resolution for a description of the redemption procedures and the notice requirements pertaining thereto. In the event this Note is called for prior redemption, notice of such redemption shall be given by first- class mail to the Registered Owner hereof at its address as shown on the registration books maintained by the Registrar not less than 10 days prior to the date fixed for redemption, unless waived by the Registered Owner hereof. If this Note, or any portion thereof, shall have been duly called for redemption and notice of such redemption duly given as provided, then upon such redemption date the portion of this Note so redeemed shall become due and payable and if money for the payment of the portion of the Note so redeemed shall be held for the purpose of such payment by the Registrar. This Note is transferable by the Registered Owner hereof in person or by its attorney or legal representative duly authorized in writing at the principal office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Note. Upon such transfer, a new Note of the same series and maturity and for the same principal amount will be issued to the transferee in exchange therefor. The Authority and the Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal of and interest due hereon and for all other purposes. This note is being issued as a registered note without coupons. This note is subject to exchange as provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Note have happened, do exist and have been performed in regular and due time, form and manner; that this Note does not exceed 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. Grand Island Regular Meeting - 1/18/2023 Page 204 / 211 -17- (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 - 1/18/2023 Page 205 / 211 -18- SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA PRATARIA VENTURES, LLC, MEDICAL OFFICE BUILDING #2 REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2023 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By ARTICLE X DEFEASANCE; MONEY HELD FOR PAYMENT OF DEFEASED NOTE Section 10.1. Discharge of Liens and Pledges; Note No Longer Outstanding Hereunder. The obligations of the Authority under this Resolution, including any Resolutions, resolutions or other proceedings supplemental hereto, and the liens, pledges, charges, trusts, assignments, covenants and agreements of the Authority herein or therein made or provided for, shall be fully discharged and satisfied as to the Note or any portion thereof, and the Note or any portion thereof shall no longer be deemed to be outstanding hereunder and thereunder, (a) when the any Note or portion thereof shall have been canceled, or shall have been surrendered for cancellation or is subject to cancellation, or shall have been purchased from money in any of the funds held under this Resolution, or Grand Island Regular Meeting - 1/18/2023 Page 206 / 211 -19- (b) if the Note or portion thereof is not canceled or surrendered for cancellation or subject to cancellation or so purchased, when payment of the principal of the Note or any portion thereof, plus interest on such principal to the due date thereof, either (1) shall have been made or caused to be made in accordance with the terms thereof, or (2) shall have been provided by irrevocably depositing with the Registrar for the Note, in trust and irrevocably set aside exclusively for such payment, (A) money sufficient to make such payment or (B) Escrow Obligations maturing as to principal in such amount and at such times as will insure the availability of sufficient money to make such payment. Provided that, with respect to any total redemption of any Note, notice of redemption shall have been duly given or provision satisfactory to the Registrar shall have been made therefor, or waiver of such notice, satisfactory in form, shall have been filed with the Registrar. At such time as any Note or portion thereof shall no longer be outstanding hereunder, and, except for the purposes of any such payment from such money or such Escrow Obligations, such Note or portion thereof shall no longer be secured by or entitled to the benefits of this Resolution. Any such money so deposited with the Registrar for any Note or portion thereof as provided in this Section 10.1 may at the direction of the Finance Director also be invested and reinvested in Escrow Obligations, maturing in the amounts and times as hereinbefore set forth. All income from all Escrow Obligations in the hands of the Registrar which is not required for the payment of such Note or portion thereof with respect to which such money shall have been so deposited, shall be paid to the Authority and deposited in the Special Fund as and when realized and collected for use and application as is other money deposited in that fund. Anything in this Resolution to the contrary notwithstanding, if money or Escrow Obligations have been deposited or set aside with the Registrar pursuant to this Section 10.1 for the payment of any Note and such Note shall not have in fact been actually paid in full, no amendment to the provisions of this Section 10.1 shall be valid as to or binding upon the Owner thereof without the consent of such Owner. Section 10.2. Certain Limitations After Due Date. If sufficient money or Escrow Obligations shall have been deposited in accordance with the terms hereof with the Registrar in trust for the purpose of paying the Notes or any portion thereof when the same becomes due, whether at maturity or upon earlier redemption, all liability of the Authority for such payment shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Registrar to hold such money or Escrow Obligations, without liability to the Owners, in trust for the benefit of the Owners, who thereafter shall be restricted exclusively to such money or Escrow Obligations for any claim for such payment of whatsoever nature on his part. Notwithstanding the provisions of the preceding paragraph of this Section 10.2, money or Escrow Obligations held by the Registrar in trust for the payment and discharge of the principal of on any Note which remain unclaimed for five years after the date on which such payment shall have become due and payable, either because the Notes shall have reached their maturity date or because the entire principal balance of the Notes shall have been called for redemption, if such money was held by the Registrar or such paying agent at such date, or for five years after the date of deposit of such money, if deposited with the Registrar after the date when such Note became due and payable, shall be paid to the Nebraska State Treasurer and the Registrar shall thereupon be released and discharged with respect thereto, and the Owner thereof shall look only to the Authority for the payment thereof. Grand Island Regular Meeting - 1/18/2023 Page 207 / 211 -20- ARTICLE XI AMENDING AND SUPPLEMENTING OF RESOLUTION Section 11.1. Amending and Supplementing of Resolution Without Consent of Owner. The Authority may at any time without the consent or concurrence of the Owner of the Note adopt a resolution amendatory hereof or supplemental hereto if the provisions of such supplemental Resolution do not materially adversely affect the rights of the Owner of the Note, for any one or more of the following purposes: (a) To make any changes or corrections in this Resolution as to which the Authority shall have been advised by counsel that the same are verbal corrections or changes or are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or omission or mistake or manifest error contained in this Resolution, or to insert in this Resolution such provisions clarifying matters or questions arising under this Resolution as are necessary or desirable; (b) To add additional covenants and agreements of the Authority for the purpose of further securing payment of the Note; (c) To surrender any right, power or privilege reserved to or conferred upon the Authority by the terms of this Resolution; (d) To confirm as further assurance any lien, pledge or charge, or the subjection to any lien, pledge or charge, created or to be created by the provisions of this Resolution; and (e) To grant to or confer upon the Owner of the Note any additional rights, remedies, powers, authority or security that lawfully may be granted to or conferred upon them. The Authority shall not adopt any supplemental Resolution authorized by the foregoing provisions of this Section 11.1 unless in the opinion of counsel the adoption of such supplemental Resolution is permitted by the foregoing provisions of this Section 11.1 and the provisions of such supplemental Resolution do not materially and adversely affect the rights of the Owner of the Note. Section 11.2. Amending and Supplementing of Resolution with Consent of Owner. With the consent of the Owners of the Note, the Authority from time to time and at any time may adopt a resolution amendatory hereof or supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Resolution, or modifying or amending the rights and obligations of the Authority under this Resolution, or modifying or amending in any manner the rights of the Owner of the Note; provided, however, that, without the specific consent of the Owner of the Note, no supplemental Resolution amending or supplementing the provisions hereof shall: (a) change the fixed maturity date for the payment or the terms of the redemption thereof, or reduce the principal amount of the Note or the rate of interest thereon or the Redemption Price payable upon the redemption or prepayment thereof; (b) authorize the creation of any pledge of the Tax Revenues and other money and securities pledged hereunder, prior, superior or equal to the pledge of and lien and charge thereon created herein for the payment of the Note except to the extent provided in Articles III and V; or (c) deprive the Owner of the Note in any material respect of the security afforded by this Resolution. Nothing in this paragraph contained, however, shall be construed as making necessary the approval of the Owner\ of the Note of the adoption of any supplemental Resolution authorized by the provisions of Section 11.1. It shall not be necessary that the consents of the Owner of the Note approve the particular form of wording of the proposed amendment or supplement or of the proposed supplemental Resolution effecting Grand Island Regular Meeting - 1/18/2023 Page 208 / 211 -21- such amendment or supplement, but it shall be sufficient if such consents approve the substance of the proposed amendment or supplement. After the Owner of the Note shall have filed its consent to the amending or supplementing hereof pursuant to this Section, the Authority may adopt such supplemental Resolution. Section 11.3. Effectiveness of Supplemental Resolution. Upon the adoption (pursuant to this Article XI and applicable law) by the Authority of any supplemental Resolution amending or supplementing the provisions of this Resolution or upon such later date as may be specified in such supplemental Resolution, (a) this Resolution and the Note shall be modified and amended in accordance with such supplemental Resolution, (b) the respective rights, limitations of rights, obligations, duties and immunities under this Resolution and the Owner of the Note shall thereafter be determined, exercised and enforced under this Resolution subject in all respects to such modifications and amendments, and (c) all of the terms and conditions of any such supplemental Resolution shall be a part of the terms and conditions of the Note and of this Resolution for any and all purposes. ARTICLE XII MISCELLANEOUS Section 12.1. General and Specific Authorizations; Ratification of Prior Actions. Without in any way limiting the power, authority or discretion elsewhere herein granted or delegated, the Authority hereby (a) authorizes and directs the Chairman, Finance Director, Secretary, Planning Director and all other officers, officials, employees and agents of the City to carry out or cause to be carried out, and to perform such obligations of the Authority and such other actions as they, or any of them, in consultation with Special Counsel, the Owner and its counsel shall consider necessary, advisable, desirable or appropriate in connection with this Resolution, including without limitation the execution and delivery of all related documents, instruments, certifications and opinions, and (b) delegates, authorizes and directs the Finance Director the right, power and authority to exercise his independent judgment and absolute discretion in (1) determining and finalizing all terms and provisions to be carried by the Note not specifically set forth in this Resolution and (2) the taking of all actions and the making of all arrangements necessary, proper, appropriate, advisable or desirable in order to effectuate the issuance, sale and delivery of the Note. The execution and delivery by the Finance Director or by any such other officers, officials, employees or agents of the City of any such documents, instruments, certifications and opinions, or the doing by them of any act in connection with any of the matters which are the subject of this Resolution, shall constitute conclusive evidence of both the Authority’s and their approval of the terms, provisions and contents thereof and of all changes, modifications, amendments, revisions and alterations made therein and shall conclusively establish their absolute, unconditional and irrevocable authority with respect thereto from the Authority and the authorization, approval and ratification by the Authority of the documents, instruments, certifications and opinions so executed and the actions so taken. All actions heretofore taken by the Finance Director and all other officers, officials, employees and agents of the Authority, including without limitation the expenditure of funds and the selection, appointment and employment of Special Counsel and financial advisors and agents, in connection with issuance and sale of the Note, together with all other actions taken in connection with any of the matters which are the subject hereof, be and the same is hereby in all respects authorized, adopted, specified, accepted, ratified, approved and confirmed. Grand Island Regular Meeting - 1/18/2023 Page 209 / 211 -22- Section 12.2. Proceedings Constitute Contract; Enforcement Thereof. The provisions of this Resolution shall constitute a contract between the Authority and the Owner and the provisions thereof shall be enforceable by the Owner by mandamus, accounting, mandatory injunction or any other suit, action or proceeding at law or in equity that is presently or may hereafter be authorized under the laws of the State in any court of competent jurisdiction. Such contract is made under and is to be construed in accordance with the laws of the State. After the issuance and delivery of any Note, this Resolution and any supplemental Resolution shall not be repealable, but shall be subject to modification or amendment to the extent and in the manner provided in this Resolution, but to no greater extent and in no other manner. Section 12.3. Benefits of Resolution Limited to the Authority and the Owner. With the exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or should be construed to confer upon or give to any person other than the Authority and the Owner of the Note any legal or equitable right, remedy or claim under or by reason of or in respect to this Resolution or any covenant, condition, stipulation, promise, agreement or provision herein contained. The Resolution and all of the covenants, conditions, stipulations, promises, agreements and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the City, the Authority and the Owner from time to time of the Note as herein and therein provided. Section 12.4. No Personal Liability. No officer or employee of the Authority shall be individually or personally liable for the payment of the principal of or interest on the Note. Nothing herein contained shall, however, relieve any such officer or employee from the performance of any duty provided or required by law. Section 12.5. Effect of Saturdays, Sundays and Legal Holidays. Whenever this Resolution requires any action to be taken on a Saturday, Sunday or legal holiday, such action shall be taken on the first business day occurring thereafter. Whenever in this Resolution the time within which any action is required to be taken or within which any right will lapse or expire shall terminate on a Saturday, Sunday or legal holiday, such time shall continue to run until midnight on the next succeeding business day. Section 12.6. Partial Invalidity. If any one or more of the covenants or agreements or portions thereof provided in this Resolution on the part of the City, the Authority or the Registrar to be performed should be determined by a court of competent jurisdiction to be contrary to law, then such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Resolution and the invalidity thereof shall in no way affect the validity of the other provisions of this Resolution or of the Note, but the Owner of the Note shall retain all the rights and benefits accorded to them hereunder and under any applicable provisions of law. If any provisions of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. Section 12.7. Law and Place of Enforcement of this Resolution. The Resolution shall be construed and interpreted in accordance with the laws of the State of Nebraska. All suits and actions arising out of this Resolution shall be instituted in a court of competent jurisdiction in the State of Nebraska except 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. Grand Island Regular Meeting - 1/18/2023 Page 210 / 211 -23- Section 12.8. Effect of Article and Section Headings and Table of Contents. The headings or titles of the several Articles and Sections hereof, and any table of contents appended hereto or to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect of this Resolution. Section 12.9. Repeal of Inconsistent Resolution. Any Resolution of the City, or the Authority and any part of any resolution, inconsistent with this Resolution is hereby repealed to the extent of such inconsistency. Section 12.10. Publication and Effectiveness of this Resolution. This Resolution shall take effect and be in full force from and after its passage by the Community Redevelopment Authority of the City. Section 12.11 Authority to Execute Amended Redevelopment Contract and Approve Plan. The Chairman and Secretary are authorized and directed to execute the Amended Redevelopment Contract, in the form presented with such changes as the Chairman, in his discretion deems proper. The Plan is approved and adopted. PASSED AND ADOPTED: ______________________, 2023. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (SEAL) By: Chairman ATTEST: By: Secretary Grand Island Regular Meeting - 1/18/2023 Page 211 / 211