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11-09-2022 Community Redevelopment Authority Regular Meeting Packet Community Redevelopment Authority (CRA) Wednesday, November 9, 2022 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 - 11/9/2022 Page 1 / 314 Call to Order Roll Call A - SUBMITTAL OF REQUESTS FOR FUTURE ITEMS Individuals who have appropriate items for City Council consideration should complete the Request for Future Agenda Items form located at the Information Booth. If the issue can be handled administratively without Council action, notification will be provided. If the item is scheduled for a meeting or study session, notification of the date will be given. B - RESERVE TIME TO SPEAK ON AGENDA ITEMS This is an opportunity for individuals wishing to provide input on any of tonight's agenda items to reserve time to speak. Please come forward, state your name and address, and the Agenda topic on which you will be speaking. DIRECTOR COMMUNICATION This is an opportunity for the Director to comment on current events, activities, and issues of interest to the commission. Grand Island Regular Meeting - 11/9/2022 Page 2 / 314 Community Redevelopment Authority (CRA) Wednesday, November 9, 2022 Regular Meeting Item A1 Agenda November 9, 2022 Meeting Staff Contact: Grand Island Regular Meeting - 11/9/2022 Page 3 / 314 Grand Island Regular Meeting - 11/9/2022 Page 4 / 314 Grand Island Regular Meeting - 11/9/2022 Page 5 / 314 COMMUNITY REDEVELOPMENT AUTHORITY AGENDA MEMORANDUM 4 p.m. Wednesday, November 9, 2022 2. APPROVAL OF MINUTES. The minutes of the Community Redevelopment Authority meeting October 19, 2022 are submitted for approval. A MOTION is in order. 3. APPROVAL OF FINANCIAL REPORTS. Financial reports for October 1-31 are included in the packet for review and approval. 4. APPROVAL OF BILLS. Payment of bills in the amount of $199,359.81 5. REVIEW OF COMMITTED PROJECTS AND CRA PROPERTIES. 6. REDEVELOPMENT CONTRACT AND BOND RESOLUITON CRA AREA 33- INNATE DEVELOPMENT LLC LEGACY 34 2023 Concerning a contract for CRA Area No. 33 for development of 154 housing units and commercial and civic space in the proposed Legacy 34 Second Subdivision north of Husker Highway west of the Prairieview Street. The plan requests $9,839,089 in tax increment financing along with associated interest on the TIF bonds. The Grand Island City Council approved the redevelopment plan at their meeting on October 11, 2022. The CRA may approve the contract and bond resolution. A MOTION to approve Resolution 411 is in order. 7. REDEVELOPMENT PLAN AMENDMENT 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 associated interest on the TIF bonds for this amended phase of the development. The CRA may forward the plan to the Regional Planning Commission for review and give 30-day notice to the Grand Island City Council of a potential development contract. A MOTION to approve Resolution 412 (forward to Regional Planning Commission) and Resolution 413 (30-day intent notice to city council) is in order. 8. REDEVELOPMENT PLAN CRA AREA 28- WOODSONIA HWY. 281, LLC CONESTOGA MALL Concerning a redevelopment plan for CRA Area No. 28 for redevelopment of the Conestoga Mall to include multifamily residential, outlots for restaurants and/or strip Grand Island Regular Meeting - 11/9/2022 Page 6 / 314 retail, a hotel and refacing and redeveloping the existing mall with a new anchor at the south end. This area qualifies as extremely blighted and council has declared the area extremely blight so the term of the TIF contract and bond can be extended to 20 years. The plan requests $26,257,000 in tax increment financing along with associated interest on the TIF bonds. The developer is also requesting that this area be declared an enhanced employment area subject to a 1.5% occupation tax. This has been incorporated into the plan and it is anticipated that a bond in the amount of $36,763,000 will be issued in conjunction with the redevelopment contract. The CRA may forward the plan to the Regional Planning Commission for review and give 30- day notice to the Grand Island City Council of a potential development contract. A MOTION to approve Resolution 414 (forward to Regional Planning Commission) and Resolution 415 (30-day intent notice to city council) is in order. 9. DIRECTOR’S REPORT. 10. ADJOURNMENT Chad Nabity Director Grand Island Regular Meeting - 11/9/2022 Page 7 / 314 Community Redevelopment Authority (CRA) Wednesday, November 9, 2022 Regular Meeting Item B1 Minutes - October 19, 2022 Meeting Staff Contact: Grand Island Regular Meeting - 11/9/2022 Page 8 / 314 OFFICIAL PROCEEDINGS MINUTES OF COMMUNITY REDEVELOPMENT AUTHORITY MEETING OF October 19, 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 October 19, 2022 at City Hall, 100 E. First Street. Notice of the meeting was given in the October 12, 2022 Grand Island Independent. 1.CALL TO ORDER. Chairman Gdowski called the meeting to order at 2:00 p.m. The following members were present: Tom Gdowski was present via zoom, Jim Truell, and Brian Mustion. Also present were: Planning Director Chad Nabity, Planning Administrative Assistant Norma Hernandez, City Administrator Jerry Janulewicz, City Attorney Laura McAloon, Assistant Finance Director Brian Schultz and Finance Director Pat Brown. 2.APPROVAL OF MINUTES. A motion for approval of the Minutes for the September 19, 2022 meeting was made by Gdowski and second by Mustion. Upon roll call vote, all present voted aye. Motion carried 3-0 (Schwieger and Pirnie were absent) 3. APPROVAL OF FINANCIAL REPORTS. Financial reports were reviewed by Brian Schultz. A motion for approval of financials for September 2022 was made by Mustion and second by Gdowski. Upon roll call vote, all present voted aye. Motion carried 3-0. (Schwieger and Pirnie were absent) 4.APPROVAL OF BILLS. A motion was made by Mustion and second by Gdowski to approve the bills for $1,038,743.36. Upon roll call vote, all present voted aye. Motion carried 3-0. . (Schwieger and Pirnie were absent) Sue Pirnie arrived at 2:04 p.m. 5. REVIEW OF COMMITTED PROJECTS AND CRA PROPERTIES. The committed projects and CRA projects were reviewed by Nabity. Danny Oberg – 321 E. 4th Street - Project is complete – Will come off the list. Brandon Flodman – 313 W. 2nd Street – Should be finished in the next month or so. Take Flight – 213 W. 3rd Street – Should be finished in the next month or so. Chamber Exterior Remodel – will get started in the spring Grand Island Regular Meeting - 11/9/2022 Page 9 / 314 Hope Harbor – Payment will be made by the end of the year. Life Safety Grants - Hedde Building – Waiting on counter tops. Azure Apartments – may not be done until November. Rawr Holdings – Mr. Spiehs has a plan laid out- will have a building permit by February 2023 to move forward or he will sell the building. 6.Redevelopment Plan Amendment CRA Area 34 – For property proposed for north of Faidley Avenue and east of Claude Road (lot 1 of Crane Valley Ninth Subdivision) KER Enterprise a.Consideration of Resolution 409 – Forward a Redevelopment Plan Amendment to the Grand Island City Council for Castaways Fun Center – KER Enterprise LLC. Nabity stated Regional Planning Commission found the project is consistent with the Comprehensive Plan and recommended approval. The plan requests $1,894,124 in tax increment financing along with associated interest on the TIF bonds. Twenty Five percent of that ($473,532) will be retained by the CRA to help the City fund the Claude Road extension. A motion was made by Mustion and second by Pirnie to approve Resolution 409. Upon roll call vote, all present voted aye. Motion carried 4-0 (Schwieger was absent) 7.Redevelopment Plan CRA Area 16- 2206 and 2300 W. Capital Avenue (Veteran’s Home) Pershing and Anderson Buildings – Liberty Campus GI, LLC a.Consideration of Resolution 410 – Forward a Redevelopment Plan Amendment to the Grand Island City Council for 2206 and 2300 W. Capital Avenue (Veteran’s Home) Pershing and Anderson Buildings – Liberty Campus GI, LLC Nabity stated the property is concerning a redevelopment plan for CRA Area No. 16 for development of the Pershing and Anderson Buildings - 48 one and two bedroom apartments at the former Veteran’s Home located at 2206 W. Capital Avenue. The project would not be feasible without the use of TIF along with funding from the Nebraska Investment Finance Authority and Historic Tax Credits. A motion was made by Pirnie and second by Mustion to approve Resolution 410. Upon roll call vote, all present voted aye. Motion carried. 4-0 (Schwieger was absent) Grand Island Regular Meeting - 11/9/2022 Page 10 / 314 8.Proposed change of Ownership and Transfer of TIF Bond and project for Hatchery Holding LLC 2325 W. Schimmer Drive. Nabity stated the Hendrix Genetics the parent company of Hatchery Holdings is consolidating properties between subsidiary components and wishes to sell this project to Hendrix-ISA LLC another wholly owned subsidiary. The redevelopment contract requires that the CRA approve and authorize the sale. A motion was made by Pirnie to and second by Mustion to consent of the sale of Hatchery Holdings LLC and transfer TIF Bond. Upon roll call vote, all present voted aye. Motion carried 4-0. (Schwieger was absent) 9.Other Projects Grand Grand Island Chamber of Commerce Exterior Remodel. Nabity stated in August 2022 CRA awarded an other projects grant to the Grand Island Chamber of Commerce for $165,000 of a $290,000 request. This is a request to approve the remaining funds for the amount of $125,000. A motion was made by Mustion and second by Pirnie to approve the request to approve the remaining amount of $125,000. Upon roll call vote, all present voted aye. Motion carried. 4-0. (Schwieger was absent) 10. Façade Improvement Grant – Nabity stated the façade applications are listed in the order they are received. The applications are accepted on a first come first serve basis. The façade committee reviewed all of the applications. $477,000 worth of requests was received, $370,000 was budgeted and $125,000 is left in other projects. If all 5 application are approved, $112,000 from line item other projects would be shifted into façade line item. The committee strongly felt in favor of 4 of the projects. The committee felt the Long John Silvers project (request amount -$77,635.41) had the least impact. The committee felt the Long John Silvers project was less time sensitive and the application could be resubmitted next year. Grand Island Regular Meeting - 11/9/2022 Page 11 / 314 Nabity stated this projected applied before the end of the fiscal year last year. Improvements have been done in the parking lot. The office is located between the Pump and Pantry and the Boarders Hotel. The committee was supportive of the project. The total cost of the façade project is estimated at $105,646 with additional costs of $27,460 and building purchase of $304,000. Truell asked members if they should approve the applications before decide how much of the funds to use. Truell asked if the members would like to approve the amount requested of $477,000 or approve the amount that was budgeted or less to have funds for the rest of the year. Gdowski asked if there are any possible projects coming forward soon. Chad mentioned there might be one that would like to apply. Mustion stated he was in favor going forward with approving all the façade applications except 1150 S. Locust Street for $77,635.41. Nabity explained approving all façade applications except 1150 S. Locust only and $15,000 would be used from line item other projects leaving $110,000 in other projects line item. The Long John Silvers -1150 S. Locust could be reconsidered in the spring. Truell suggested to withdrawal the motion that was made for item number 10. A motion was made by Mustion and second by Pirnie to withdrawal the motion on item number 10. A motion was made by Mustion and second by Pirnie to approve modifying the budget to use $400,000 in façade funding using $30,000 other projects. Upon roll call vote, all present voted aye. Motion carried. 4-0 (Schwieger was absent) A motion was made by Pirnie and second by Mustion to approve the façade request of $100,000 for 3231 Ramada Road. Upon roll call vote, all present voted 3 – aye 1 – abstain (Gdowski). Motion carried. 3-1 (Schwieger was absent) 11. Façade Improvement Grant – 118 W. 2nd Street - $100,000 A motion was made by Pirnie and second by Mustion to approve the façade request for $100,000 -118 W. 2nd Street. Upon roll call vote, all present voted aye. Motion carried. 4-0 (Schwieger was absent) 12. Façade Improvement Grant – 1150 S. Locust Street - $77,635.41 Truell stated the Façade Committee recommends postponing the façade request and review the request after April 1, 2023. The representative for Long John Silvers Grand Island Regular Meeting - 11/9/2022 Page 12 / 314 mentioned that the project would not start until around spring time and will be ok with postponing the façade request. A motion was made by Gdwoski and second by Pirnie to postpone the façade request for $77,635.41 – 1150 S. Locust Street. Motion carried. 4-0 (Schwieger was absent) 13. Façade Improvement Grant – 106 N. Locust Street - $100,000 A motion was made by Mustion and second by Pirnie to approve the façade request for $100,000 – 106 N. Locust Street. Upon roll call vote, all present voted aye. Motion carried. 4-0 (Schwieger was absent) 14. Façade Improvement Grant – 313-315 N. Locust Street - $100,000 A motion was made by Mustion and second by Gdowski to approve the façade request for $100,000 – 313-315 N. Locust. Upon roll call vote, all present voted 3-aye and 1-abstained (Pirnie). Motion carried. 3-1 (Schwieger was absent) 15. Director’s Report a. Mall Redevelopment Nabity stated a special CRA meeting will be held on November 16th. The Blight Study will go to Council on November 8th. 16. Adjournment 2:42 p.m. Next Meeting November 9, 2022 Respectfully Submitted, Norma Hernandez Grand Island Regular Meeting - 11/9/2022 Page 13 / 314 Community Redevelopment Authority (CRA) Wednesday, November 9, 2022 Regular Meeting Item C1 CRA Financials October 2022 Staff Contact: Grand Island Regular Meeting - 11/9/2022 Page 14 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED CONSOLIDATED Beginning Cash 1,033,781 946,468 REVENUE: Property Taxes - CRA 19,225 19,225 548,263 529,038 3.51% Property Taxes - Lincoln Pool 7,039 7,039 197,340 190,301 3.57% Property Taxes -TIF's 790,602 790,602 7,100,000 6,366,702 11.14% Loan Income (Poplar Street Water Line) - - 20,000 20,000 0.00% Interest Income - CRA 391 391 10,000 9,609 3.91% Interest Income - TIF'S - - - - Land Sales - - - - #DIV/0! Other Revenue - CRA 317 317 200,000 199,683 0.16% Other Revenue - TIF's - - - - TOTAL REVENUE 817,574 817,574 8,075,603 7,315,333 10.12% TOTAL RESOURCES 1,851,355 817,574 9,022,071 7,315,333 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 6,273 6,273 80,000 73,727 7.84% 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 18 18 500 482 3.54% Travel & Training - - 4,000 4,000 0.00% Other Expenditures - - - - Office Supplies - - 1,000 1,000 0.00% Supplies - - 300 300 0.00% Land - - 50,000 50,000 Bond Principal - Lincoln Pool - - 190,000 190,000 0.00% Bond Interest - - 7,340 7,340 0.00% Fiscal Agent Fees/Bond Costs - - - - Husker Harvest Days 200,000 200,000 200,000 - 100.00% Façade Improvement - - 370,000 370,000 0.00% Building Improvement 43,810 43,810 722,000 678,190 6.07% Other Projects - - 250,000 250,000 0.00% Bond Principal-TIF's 788,642 788,642 7,100,000 6,311,358 11.11% Bond Interest-TIF's - - - - Interest Expense - - - - TOTAL EXPENSES 1,038,743 1,038,743 9,003,640 7,964,897 11.54% INCREASE(DECREASE) IN CASH (221,169) (221,169) (928,037) ENDING CASH 812,612 (221,169) 18,431 - CRA CASH 650,971 Lincoln Pool Tax Income Balance 132,619 TIF CASH 29,023 Total Cash 812,612 COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2022 Grand Island Regular Meeting - 11/9/2022 Page 15 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2022 GENERAL OPERATIONS: Property Taxes - CRA 19,225 19,225 548,263 529,038 3.51% Property Taxes - Lincoln Pool 7,039 7,039 197,340 190,301 3.57% Interest Income 391 391 10,000 9,609 3.91% Loan Income (Poplar Street Water Line) - 20,000 20,000 0.00% Land Sales - - - #DIV/0! Other Revenue & Motor Vehicle Tax 317 317 200,000 199,683 0.16% TOTAL 26,972 26,972 975,603 948,631 2.76% GIRARD VET CLINIC Property Taxes - - TOTAL - - - - GEDDES ST APTS-PROCON Property Taxes - - TOTAL - - - - SOUTHEAST CROSSING Property Taxes - - TOTAL - - - - POPLAR STREET WATER Property Taxes 286 286 - TOTAL 286 286 - - 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 1,932 - TOTAL 1,932 1,932 - - STRATFORD PLAZA INC Property Taxes - - TOTAL - - - - COPPER CREEK 2013 HOUSES Property Taxes - - TOTAL - - - - Grand Island Regular Meeting - 11/9/2022 Page 16 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 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 (2,512) TOTAL 2,512 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 - 11/9/2022 Page 17 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 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 742 742 (742) TOTAL 742 742 - (742) Grand Island Regular Meeting - 11/9/2022 Page 18 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2022 EAST PARK ON STUHR Property Taxes 54,155 54,155 (54,155) TOTAL 54,155 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 (730,043) TOTAL 730,043 730,043 - (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 - 11/9/2022 Page 19 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 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 - - TOTAL - - - - 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 - 11/9/2022 Page 20 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2022 PARAMOUNT 824 E 9TH ST Property Taxes - - TOTAL - - - - J&L WESTWARD ENTERPRISES CAAP Property Taxes 931 931 (931) TOTAL 931 931 - (931) MILLER TIRE Property Taxes - - TOTAL - - - - TOTAL REVENUE 817,574 817,574 8,075,603 7,260,247 10.12% - - - Grand Island Regular Meeting - 11/9/2022 Page 21 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 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 6,273 6,273 80,000 73,727 7.84% 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 18 18 500 482 3.54% Travel & Training - 4,000 4,000 0.00% Other Expenditures - - - #DIV/0! Office Supplies - 1,000 1,000 0.00% Supplies - 300 300 0.00% Land - 50,000 50,000 0.00% Bond Principal - Lincoln Pool - 190,000 190,000 0.00% Bond Interest - Lincoln Pool - 7,340 7,340 0.00% Fiscal Agent Fees/Bond Costs - - #DIV/0! PROJECTS Husker Harvest Days 200,000 200,000 200,000 - 100.00% Façade Improvement - 370,000 370,000 0.00% Building Improvement 43,810 43,810 722,000 678,190 0.00% Other Projects - 250,000 250,000 0.00% TOTAL CRA EXPENSES 250,101 250,101 1,903,640 1,653,539 13.14% GIRARD VET CLINIC Bond Principal - - - TOTAL - - - - GEDDES ST APTS - PROCON Bond Principal - - - TOTAL - - - - SOUTHEAST CROSSINGS Bond Principal - - - TOTAL - - - - POPLAR STREET WATER Bond Principal - - - TOTAL - - - - CASEY'S @ FIVE POINTS Bond Principal - - - TOTAL - - - - SOUTH POINTE HOTEL PROJECT Bond Principal - - - TOTAL - - - - Grand Island Regular Meeting - 11/9/2022 Page 22 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 2022 TOKEN PROPERTIES RUBY Bond Principal - - - TOTAL - - - - GORDMAN GRAND ISLAND Bond Principal - - - TOTAL - - - - BAKER DEVELOPMENT INC Bond Principal 1,932 1,932 - - TOTAL 1,932 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 2,512 - - TOTAL 2,512 2,512 - - TC ENCK BUILDERS Bond Principal - - - TOTAL - - - - Grand Island Regular Meeting - 11/9/2022 Page 23 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 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 - 11/9/2022 Page 24 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 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 54,155 - - TOTAL 54,155 54,155 - TAKE FLIGHT INVESTMENTS Bond Principal - - - TOTAL - - - PRATARIA VENTURES HOSPITAL Bond Principal 730,043 730,043 - - TOTAL 730,043 730,043 - 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 - 11/9/2022 Page 25 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 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 - 11/9/2022 Page 26 / 314 MONTH ENDED 2022-2023 2023 REMAINING % OF BUDGET October-22 YEAR TO DATE BUDGET BALANCE USED COMMUNITY REDEVELOPMENT AUTHORITY FOR THE MONTH OF OCTOBER 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 1,038,743 1,038,743 9,003,640 8,753,539 11.54% Grand Island Regular Meeting - 11/9/2022 Page 27 / 314 Community Redevelopment Authority (CRA) Wednesday, November 9, 2022 Regular Meeting Item E1 Committed Projects October 2022 Staff Contact: Grand Island Regular Meeting - 11/9/2022 Page 28 / 314 COMMITTED PROJECTS REMAINING GRANT AMOUNT 2022 FISCAL YR 2023 FISCAL YR 2024 FISCAL YR ESTIMATED COMP Brandon Flodman - 313 W 2nd St $ 59,783.00 $ 59,783.00 Fall 2022 Take Flight - 213 W 3rd St (10/25/21) $ 49,000.00 $ 49,000.00 Fall 2022 Chamber Exterior Remodel $ 290,000.00 $ 165,000.00 $ 125,000.00 Summer 2023 Hope Harbor $ 50,000.00 $ 50,000.00 Dec-22 3231 Ramada Rd $ 100,000.00 $ 100,000.00 Summer 2023 118 W 2nd St $ 100,000.00 $ 100,000.00 Summer 2023 106 N Locust $ 100,000.00 $ 100,000.00 Summer 2023 313-315 N Locust $ 100,000.00 $ 100,000.00 Summer 2023 Total Committed $ 1,004,513.00 $ 479,513.00 $ 525,000.00 $ - FIRE & LIFE SAFETY GRANT TOTAL AMOUNT 2022 FISCAL YR 2023 FISCAL YR 2024 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 2022 $ 370,000.00 $ 370,000.00 $ - Other Projects Budgeted 2022 $ 250,000.00 $ 155,000.00 $ 95,000.00 Land - Budgeted 2022 $ 50,000.00 $ - $ 50,000.00 Land Sales Budgeted 2022 $ - $ - $ - subtotal $ 525,000.00 $ 145,000.00 Balance $ 525,000.00 $ 145,000.00 BUDGET PAID LEFT Building Improvements * $ 722,000.00 $ 43,810.00 $ 678,190.00 *Includes Life Safety, Façade, Other grants made in previous fiscal years CRA PROPERTIES Address Purchase Price Purchase Date Demo Cost Status 3235 S Locust (Desert Rose) $450,000 4/2/2010 $39,764 Surplus October 31, 2022 Grand Island Regular Meeting - 11/9/2022 Page 29 / 314 Community Redevelopment Authority (CRA) Wednesday, November 9, 2022 Regular Meeting Item I1 Redevelopment Contract and Bond Resolution CRA Area 33 - Legacy 34 2023 property proposed for platting as Legacy 34 Second Subdivision Staff Contact: Grand Island Regular Meeting - 11/9/2022 Page 30 / 314 1 Innate Development Area 33 Legacy 34 2023 REDEVELOPMENT CONTRACT LEGACY 34 2023 This Redevelopment Contract is made and entered into as of the 9th day of November, 2022, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and Innate Development 2, LLC, a Nebraska limited liability company ("Redeveloper"). WITNESSETH: WHEREAS, the City of Grand Island, Nebraska (the "City'), in furtherance of the purposes and pursuant to the provisions of Section 12 of Article VIII of the Nebraska Constitution and Sections 18-2101 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 entitled “Redevelopment Plan Amendment, Grand Island CRA Area 33, August 2022 for Legacy 34, 2023” (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; WHEREAS, the proposed redevelopment project provides for the platting of a subdivision and installation of public infrastructure and the construction of single and multi- family residences and neighborhood scale commercial properties. It is anticipated that the development shall occur in up to six annual phases. 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 Grand Island Regular Meeting - 11/9/2022 Page 31 / 314 2 Innate Development Area 33 Legacy 34 2023 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 bonds, notes, loans, and advances of money or other indebtedness, including interest and premium, if any, thereon, incurred by the Authority pursuant to the Resolution and Article III hereof to provide financing for a portion of the Project Costs and secured in whole or in part by TIF Revenues. The Indebtedness as initially issued by the Authority shall consist of the Authority's Tax Increment Development Revenue Note (Legacy 34, 2023 Project), Series 2022, (the “TIF Note”) to be issued in an amount not to exceed $9,839,089 in substantially the form set forth on Exhibit C and the various Redevelopment Contract Amendments, and purchased by the Redeveloper as set forth in Section 3.04 of this Redevelopment Contract. "Liquidated Damages Amount' means the amounts to be repaid to Authority by Redeveloper pursuant to Section 6.02 of this Redevelopment Contract. "Lot" or "Lots" shall mean the separately platted and subdivided lots within the Redevelopment Project Area established pursuant to an approved and filed subdivision plat in accordance with the ordinances and regulations of the City. "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. The Project shall include Project site acquisition costs and all improvements related to Project public infrastructure costs, site preparation costs, all as described in Section 3.04 of this Redevelopment Contract. "Project Cost Certification" means a statement prepared and signed by the Redeveloper verifying the Redeveloper has paid 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) 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. Grand Island Regular Meeting - 11/9/2022 Page 32 / 314 3 Innate Development Area 33 Legacy 34 2023 "Redeveloper" means Innate Development 2, LLC, a Nebraska limited liability company and its successors and assigns. "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. The Redevelopment Project Area is also described on Exhibit B. All such legal descriptions are subject to change based upon any 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, as the same may be amended from time to time, including, without limitation, by Redevelopment Contract Amendments executed from time to time in connection with the separate residential phases of the Project. "Redevelopment Contract Amendment" shall mean an amendment to this Redevelopment Contract, for the purpose of establishing the effective date for the division of ad valorem taxes pursuant to section 18-2147 of the Act as to each residential phase, as defined in Section 3.01 hereof, of lots in the Redevelopment Project Area. The form of the Redevelopment Contract Amendment is attached hereto as Exhibit E. "Redevelopment Plan" means the 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 Redeveloper, 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. Grand Island Regular Meeting - 11/9/2022 Page 33 / 314 4 Innate Development Area 33 Legacy 34 2023 (b) The phrase "at any time" shall be construed as meaning at any time or from time to time. (c) The word "including" shall be construed as meaning "including, but not limited to." (d) The words "will" and "shall" shall each be construed as mandatory. (e) The words "herein," "hereof," "hereunder", "hereinafter" and words of similar import shall refer to the Redevelopment Contract as a whole rather than to any particular paragraph, section or subsection, unless the context specifically refers thereto. (f) Forms of words in the singular, plural, masculine, feminine or neuter shall be construed to include the other forms as the context may require. (g) The captions to the sections of this Redevelopment Contract are for convenience only and shall not be deemed part of the text of the respective sections and shall not vary by implication or otherwise any of the provisions hereof. ARTICLE II FINDINGS AND REPRESENTATIONS Section 2.01 Findings of Authority. The Authority makes the following findings: (a) The Authority is a duly organized and validly existing community Redevelopment Authority under the Act. (b) The Redevelopment Plan has been duly approved by the City and adopted as amended 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 Grand Island Regular Meeting - 11/9/2022 Page 34 / 314 5 Innate Development Area 33 Legacy 34 2023 (2) Based upon investigation by the Authority and on representations made by the Redeveloper and its Lender: (i) the Project would not be economically feasible without the use of tax-increment financing (funds provided pursuant to Section 18-2147 of the Act), and (ii) the Project would not occur in the Redevelopment Project Area without the use of tax-increment financing. (iii) the Authority has documented the financial infeasibility as a lack of sufficient return on capital to undertake the Project. (f) The Authority has determined that the costs and benefits of the Project, including costs and benefits to other affected political subdivisions (and documented the same as part of the cost benefit analysis contained in the Redevelopment Plan), the economy of the community, and the demand for public and private services have been analyzed by the Authority and have been found to be in the long-term best interest of the community impacted by the Project. (g) The Authority has determined that the proposed land uses and building requirements in the Redevelopment Area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and harmonious development of the City and its environs which will, in accordance with present and future needs, promote health, safety, morals, order, convenience, prosperity, and the general welfare, as well as efficiency and economy in the process of development: including, among other things, adequate provision for traffic, vehicular parking, the promotion of safety from fire, panic, and other dangers, adequate provision for light and air, the promotion of the healthful and convenient distribution of population, the provision of adequate transportation, water, sewerage and other public utilities, schools, parks, recreational and community facilities, and other public requirements, the promotion of sound design and arrangement, the wise and efficient expenditure of public funds, and the prevention of the recurrence of insanitary or unsafe dwelling accommodations, or conditions of blight. Section 2.02 Representations of Redeveloper. The Redeveloper makes the following representations: (a) The Redeveloper is a Nebraska limited liability company, authorized to do business in the state of Nebraska, 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 organizational documents Grand Island Regular Meeting - 11/9/2022 Page 35 / 314 6 Innate Development Area 33 Legacy 34 2023 and a certified copy of the resolution or resolutions authorizing the execution and delivery of this Redevelopment Contract. (b) The execution and delivery of this Redevelopment Contract and the consummation of the transactions herein contemplated will not conflict with or constitute a breach of or default under any bond, debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which Redeveloper is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of the Redeveloper contrary to the terms of any instrument or agreement. (c) There is no litigation pending or to the best of its knowledge threatened against Redeveloper affecting its ability to carry out the acquisition, construction, equipping and furnishing of the Project or the carrying into effect of this Redevelopment Contract or in any other matter materially affecting the ability to Redeveloper to perform its obligations hereunder. (d) The Project would not be economically feasible without the use of tax increment financing. (e) The Project would not occur in the Redevelopment Project Area without the use of tax-increment financing. (f) The Redeveloper certifies that it has not and will not apply for (i) tax incentives under the Nebraska Advantage Act or the ImagiNE Act for a project located or to be located within the redevelopment project area or (ii) a refund of the city’s local option sales tax revenue; and no application has been made or approved under the Nebraska Advantage Act or the or the ImagiNE Act. ARTICLE III OBLIGATIONS OF THE AUTHORITY Section 3.01 Division of Taxes. In accordance with Section 18-2147 of the Act and the terms of the Resolution, the Authority hereby provides that any ad valorem tax on any Lot or Lots located in the Redevelopment Project Area identified from time to time by the Redeveloper (such Lot or Lots being referred to herein as a "Phase") as identified in a Redevelopment Contract Amendment executed on behalf of the Redeveloper and delivered to the Authority in the form attached hereto as Exhibit E (each, a "Redevelopment Contract Amendment") 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 of the year in which the division of taxes occurs which shall be the Division Date as described in Exhibit E) of this Grand Island Regular Meeting - 11/9/2022 Page 36 / 314 7 Innate Development Area 33 Legacy 34 2023 provision as set forth in a Redevelopment Contract Amendment, consistent with the Redevelopment Plan. Said taxes shall be divided as follows: (a) That portion of the ad valorem tax on real property in each Phase which is produced by levy at the rate fixed each year by or for each public body upon the "redevelopment project valuation" (as defined in the Act) of the Lots within such Phase shall be paid into the funds of each such public body in the same proportion as all other taxes collected by or for the bodies; and (b) That portion of the ad valorem tax on real property in each Phase in excess of such amount (the "Incremental Ad Valorem Tax"), if any, shall be allocated to, is pledged to, and, when collected, paid into a special fund of the Authority (designated in the Resolution as the "Note Fund") to pay the principal of, the interest on, and any premium due in connection with the Indebtedness. When such Indebtedness, including interest and premium due have been paid, the Authority shall so notify the County Assessor and County Treasurer and all ad valorem taxes upon real property in such Phase shall be paid into the funds of the respective public bodies. Provided a Redevelopment Contract Amendment in form attached hereto as Exhibit E and signed by the Redeveloper, and a proposed form of “Notice to Divide Tax for Community Redevelopment Project”, all prepared in accordance with this Redevelopment Contract and the Act) is delivered to the Authority no later than July 1 of any year, the Authority shall: (a) execute the Redevelopment Contract Amendment, and (b) file before August 1 of such year a "Notice to Divide Tax for Community Redevelopment Project" for such Phase with the office of the Hall County Treasurer and Hall County Assessor, without requirement of additional hearings or public notice. No Redevelopment Contract Amendment providing for the division of taxes pursuant to this Redevelopment Contract and Section 18-2147 of the Act shall be made after July 31, 2029. Section 3.02 Issuance of Indebtedness The Authority shall authorize the issuance of the Indebtedness in the form and stated principal amount and bearing interest and being subject to such terms and conditions as are specified in the Resolution and this Redevelopment Contract; provided, at all times the maximum amount of the Indebtedness shall be limited to the lesser of (i) the stated face amount of the Indebtedness, or (ii) the sum of all Project Costs incurred by the Redeveloper as set forth on Exhibit D. No Indebtedness will be issued until Redeveloper has acquired fee title to the Redevelopment Project Property and become obligated for construction of the additions and improvements forming a part of the Project as described in the Plan. Prior to December 1, 2022, the Authority shall issue one Tax Increment Development Revenue Note, in one taxable series, in a maximum principal amount of $9,839,089, 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 the Authority’s attorney, and receive Note proceeds from the TIF Note Purchaser in said amount. At the option of Grand Island Regular Meeting - 11/9/2022 Page 37 / 314 8 Innate Development Area 33 Legacy 34 2023 the Redeveloper, the Authority shall make a grant to Redeveloper in such amount, and such grant shall offset TIF Note Purchaser’s obligation to purchase the TIF Note. Subject to the terms of this Agreement and the Resolution, the Authority’s Treasurer on behalf of the Authority shall have the authority to determine the timing of issuing the Indebtedness and all the other necessary details of the Indebtedness. The Redeveloper agrees to purchase the Indebtedness at a price equal to the principal amount thereof, in a private placement satisfactory to the Authority as to its terms and participants (including any pledgee thereof). Neither the Authority nor the City shall have any obligation to provide for the sale of the Indebtedness. It is the sole responsibility of the Redeveloper to effect the sale of the Indebtedness by purchasing the Indebtedness in accordance with the terms of this Redevelopment Contract and the Resolution. Redeveloper acknowledges that it is its understanding and the Authority's understanding that interest on the Indebtedness will be includable in gross income for federal income tax purposes and subject to Nebraska State income taxation. The parties agree that any grant paid hereunder to the Redeveloper as reimbursement for the cost of the Public Improvements are for the benefit of the City and the public and are granted pursuant to the contract provisions described herein and that such grant funds are not under the dominion and control of the Redeveloper and should not be construed as income to the Redeveloper under the Internal Revenue Code Section 61 (I.R.C. § 61). 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. In accordance with the terms of the Redevelopment Plan the Redeveloper is to receive one or more grants to pay the costs for reimbursement of site acquisition, including easements, site preparation costs, public infrastructure costs and utilities including those items as described on Exhibit D (the "Project Costs"), in the aggregate maximum amount not to exceed $9,839,089. 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 grants shall be made to the Redeveloper upon certification of Project Costs for as set forth herein and in the Resolution, and payment purchase of the Indebtedness as provided in Section 3.02, unless Redeveloper elects to offset the payment of the purchase of the Indebtedness with the grant proceeds as provided herein and in the Resolution. The Authority shall have no obligation to provide grant funds from any source other than as set forth in the Resolution and this Redevelopment Contract. Grand Island Regular Meeting - 11/9/2022 Page 38 / 314 9 Innate Development Area 33 Legacy 34 2023 Section 3.05 Creation of Fund. In the Resolution, the Authority has provided for the creation of the “Legacy 34, 2023 Redevelopment Project Note Fund” (the “Note Fund”). All of the TIF Revenues shall be deposited into the Note Fund. The TIF Revenues accumulated in the Note Fund shall be used and applied on the Business Day prior to each Interest Payment Date (i) to make any payments to the City or the Authority as may be required under the Redevelopment Contract and (ii) to pay principal of or interest on the Note to the extent of any money then remaining the Note Fund on such Interest Payment Date. Money in the Note Fund shall be used solely for the purposes described herein and in the Resolution. All Revenues received through and including December 31, 2043, shall be used solely for the payments required herein and by the Resolution; and ARTICLE IV OBLIGATIONS OF REDEVELOPER Section 4.01 Construction of Project; Note; Insurance. Redeveloper shall: (a)Subdivide the Project Site, which subdivision may occur in phases. All public right-of- ways shall be dedicated to the City. (b)Prepare the site for redevelopment. Redeveloper will coordinate with the City for the City’s design and construction required for the installation of all public infrastructure improvements, including a water system, a sanitary sewer system, and a street system consisting of concrete paved streets and required storm sewers. The Redeveloper shall provide and pay for infrastructure installation.Prior to commencement of construction, Redeveloper shall provide City and Authority with a separate payment and performance bond, for each phase of the infrastructure installation, in an amount equal to the total of all bids for such infrastructure. The payment and performance bond shall be by a surety acceptable to City and Authority. (c)Construct the single and multi-family residences and commercial structures described in the Redevelopment Plan. (d)Construct a public access trail in accordance with the Redevelopment Plan. Redeveloper will also complete and pay for all other public infrastructure improvements described in the Redevelopment Plan. Redeveloper shall pay use the proceeds of the grant(s) provided in Section 3.04 hereof for payment of public infrastructure and other allowed expenditures set forth on Exhibit D. 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 Grand Island Regular Meeting - 11/9/2022 Page 39 / 314 10 Innate Development Area 33 Legacy 34 2023 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 for all phases of construction, both Infrastructure Phases and Residential Phases, policies of insurance including coverage for contractors' general liability and completed operations and a penal bond or bonds as required by the Act or as is otherwise required by law. The City, the Authority and the Redeveloper shall be named as additional insureds. Any contractor chosen by the Redeveloper or the Redeveloper itself, as owner, shall be required to purchase and maintain property insurance upon the Project to the full insurable value thereof. This insurance shall insure against the perils of fire and extended coverage and shall include 'All Risk" insurance for physical loss or damage. The contractor with respect to any specific contract or the Redeveloper shall also carry insurance on all stored materials. The contractor or the Redeveloper, as the case may be, shall furnish the Authority and the City with a Certificate of Insurance evidencing policies as required above. Such certificates shall state that the insurance companies shall give the Authority prior written notice in the event of cancellation of or material change in any of any of the policies. Section 4.02 Cost Certification & Disbursement of Note Proceeds. Proceeds of the Indebtedness may be advanced and disbursed in the manner set forth below: (a) There shall be submitted to the Authority a grant disbursement request (the “Disbursement Request”), executed by the City’s Finance Director and an authorized representative of the Redeveloper, (i) certifying that a portion of the Project constituting a Phase 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 Grand Island Regular Meeting - 11/9/2022 Page 40 / 314 11 Innate Development Area 33 Legacy 34 2023 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 $9,839,089. 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 4.05 Record Retention Requirements. 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. 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 4.06 Payment of Costs. The Redeveloper shall pay to the Authority or its designee the following sums on the execution hereof: $3,000 for administrative and accounting costs. $5,500 for legal fees. Grand Island Regular Meeting - 11/9/2022 Page 41 / 314 12 Innate Development Area 33 Legacy 34 2023 ARTICLE V FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES Section 5.01 Financing Redeveloper shall pay all costs related to the redevelopment of the Redevelopment Project Area and the Redevelopment Project Property which are in excess of the amounts paid from the proceeds of the grant provided from the proceeds of the Indebtedness and granted to Redeveloper. Redeveloper shall timely pay all costs, expenses, fees, charges and other amounts associated with the Project. ARTICLE VI DEFAULT, REMEDIES; INDEMNIFICATION Section 6.01 General Remedies of Authority and Redeveloper. Subject to the further provisions of this Article VI, in the event of any failure to perform or breach of this Redevelopment Contract or any of its terms or conditions, by any party hereto or any successor to such party, such party, or successor, shall, upon written notice from the other, proceed immediately to commence such actions as may be reasonably designed to cure or remedy such failure to perform or breach which cure or remedy shall be accomplished within a reasonable time by the diligent pursuit of corrective action. In case such action is not taken, or diligently pursued, or the failure to perform or breach shall not be cured or remedied within a reasonable time, this Redevelopment Contract shall be in default and the aggrieved party may institute such proceedings as may be necessary or desirable to enforce its rights under this Redevelopment Contract, including, but not limited to, proceedings to compel specific performance by the party failing to perform or in breach of its obligations. The Redeveloper hereby acknowledges and agrees that the Authority shall have completed its required performances and satisfied all of its obligations under this Redevelopment Contract upon the issuance of the Indebtedness and the subsequent payment of grant amounts to the Redeveloper as set forth in Article III hereof and by complying with the obligations of all Redevelopment Contract Amendments. Section 6.02 Additional Remedies of Authority In the event that (each such event an "event of default"): (a) the Redeveloper, or its successor in interest, shall fail to commence the construction of the improvements included in the Project Costs on or before May 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; Grand Island Regular Meeting - 11/9/2022 Page 42 / 314 13 Innate Development Area 33 Legacy 34 2023 (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 45 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 (9.0%) per annum and interest shall commence from the date that the Authority gives notice to the Redeveloper demanding payment. Payment of the Liquidated Damages Amount shall not relieve Redeveloper of its obligation to pay real estate taxes or assessments with respect to the Redevelopment Project Property and the Project. Redeveloper, on or before contracting for work included within the Project Costs, shall furnish to the Authority copies of labor and materials payment bonds and performance bonds for each contract entered into by Redeveloper related to Project Costs. Each such bond shall show the Authority and the City as well as the Redeveloper as beneficiary of any such bond, as and to the extent commercially obtainable (as determined in the discretion of the Authority). In addition, the Redeveloper shall provide a penal bond with good and sufficient surety to be approved by the Authority, conditioned that the Redeveloper shall at all times promptly make payments of all amounts lawfully due to all persons supplying or furnishing to any contractor or his or her subcontractors (for each contract entered into by Redeveloper related to Project Costs) with labor or materials performed or used in the prosecution of the work provided for in such contract, and will indemnify and save harmless the Authority to the extent of any payments in connection with the carrying out of such contracts which the Authority may be required to make under the law. Section 6.03 Remedies in the Event of Other Redeveloper Defaults. In the event the Redeveloper fails to perform any other provisions of this Redevelopment Contract (other than those specific provisions contained in Section 6.02), the Redeveloper shall be in default. In such an instance, the Authority may seek to enforce the terms of this Redevelopment Contract or exercise any other remedies that may be provided in this Redevelopment Contract or by applicable law; provided, however, that any defaults covered by this Section shall not give rise Grand Island Regular Meeting - 11/9/2022 Page 43 / 314 14 Innate Development Area 33 Legacy 34 2023 to a right or rescission on termination of this Redevelopment Contract, and shall not be covered by the Liquidated Damages Amount. Section 6.04 Forced Delay Beyond Party's Control. For the purposes of any of the provisions of this Redevelopment Contract, neither the Authority nor the Redeveloper, as the case may be, nor any successor in interest, shall be considered in breach of or default in its obligations with respect to the conveyance or preparation of the Redevelopment Area or any part thereof for redevelopment, or the beginning and completion of construction of the Project, or progress in respect thereto, in the event of forced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not restricted to, acts of God, or of the public enemy, acts of the Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather or delays in subcontractors due to such causes; it being the purpose and intent of this provision that in the event of the occurrence of any such forced delay, the time or times for performance of the obligations of the Authority or of the Redeveloper with respect to construction of the Project, as the case may be, shall be extended for the period of the forced delay: Provided, that the party seeking the benefit of the provisions of this section shall, within thirty (30) days after the beginning of any such forced delay, have first notified the other party thereto in writing, and of the cause or causes thereof and requested an extension for the period of the forced delay. Section 6.05 Limitations of Liability; Indemnification. Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, the Authority, nor their respective elected officials, officers, directors, appointed officials, employees, agents, or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Authority under this Redevelopment Contract shall be the issuance of the Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, 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, 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. Grand Island Regular Meeting - 11/9/2022 Page 44 / 314 15 Innate Development Area 33 Legacy 34 2023 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: Innate Development 2, LLC 1201 Allen Drive #240 Grand Island, NE 68803 Authority and City: Director Grand Island Community Redevelopment Authority Hall County Regional Planning Department 100 E 1st Street P.O. Box 1968 Grand Island, NE 68802 IN WITNESS WHEREOF, Authority and Redeveloper have signed this Redevelopment Contract as of the date and year first above written. Grand Island Regular Meeting - 11/9/2022 Page 45 / 314 16 Innate Development Area 33 Legacy 34 2023 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 ______ 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 - 11/9/2022 Page 46 / 314 17 Innate Development Area 33 Legacy 34 2023 INNATE DEVELOPMENT 2, LLC By:______________________ Manager STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day of _____,2022, by __________________ Manager of Innate Development 2, LLC, on behalf of the limited liability company. ________________________ Notary Public Grand Island Regular Meeting - 11/9/2022 Page 47 / 314 18 Innate Development Area 33 Legacy 34 2023 EXHIBIT A DESCRIPTION OF REDEVELOPMENT AREA Property to be platted as Legacy 34 Second Subdivision in the SE ¼ of the NW ¼ and the E ½ of the SW ¼ and the W ½ of the SE ¼ of 25-11-10 (Parcels 400201089 and 400201097) in the City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 11/9/2022 Page 48 / 314 19 Innate Development Area 33 Legacy 34 2023 EXHIBIT B REDEVELOPMENT PLAN [Attach copy of Redevelopment Plan] Grand Island Regular Meeting - 11/9/2022 Page 49 / 314 20 Innate Development Area 33 Legacy 34 2023 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 (LEGACY 34 2023 REDEVELOPMENT PROJECT), SERIES 2022 No. R-1 Up to $9,839,089 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2043* 7.0% REGISTERED OWNER: Innate Development 2, LLC PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE NOTE SET FORTH ON THE FOLLOWING PAGES, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA has caused this Note to be signed by the manual signature of the Chairman of the Authority, countersigned by the manual signature of the Clerk of the City, and the City’s corporate seal imprinted hereon. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA [S E A L] By: (manual signature) Chairman By: (manual signature) Clerk * or, if sooner, fifteen years after the last effective date established for a Phase under the terms of the Redevelopment Contract Grand Island Regular Meeting - 11/9/2022 Page 50 / 314 21 Innate Development Area 33 Legacy 34 2023 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, 2025, 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 _____________, 2022, 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 $9,839,089. 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. 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 Grand Island Regular Meeting - 11/9/2022 Page 51 / 314 22 Innate Development Area 33 Legacy 34 2023 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 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. Grand Island Regular Meeting - 11/9/2022 Page 52 / 314 23 Innate Development Area 33 Legacy 34 2023 This note is being issued as a registered note without coupons. This note is subject to exchange as provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Note have happened, do exist and have been performed in regular and due time, form and manner; that this Note does not exceed any constitutional, statutory or charter limitation on indebtedness; and that provision has been made for the payment of the principal of and interest on this Note as provided in this Resolution. [The remainder of this page intentionally left blank] Grand Island Regular Meeting - 11/9/2022 Page 53 / 314 24 Innate Development Area 33 Legacy 34 2023 (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:_______________________________ Grand Island Regular Meeting - 11/9/2022 Page 54 / 314 25 Innate Development Area 33 Legacy 34 2023 [The remainder of this page intentionally left blank] SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA LEGACY 34 2023 REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2022 Date Principal Amount Advanced Principal Amount Redeemed Cumulative Outstanding Principal Amount Notation Made By Grand Island Regular Meeting - 11/9/2022 Page 55 / 314 26 Innate Development Area 33 Legacy 34 2023 Exhibit D Project Costs Eligible Costs to be reimbursed from note Eligible Costs to be reimbursed from Tax Increment Revenue Note 1. Site Acquisition $ 220,000 2. Engineering $1,300,000 3. Sewer $ 388,000 4. Water $ 528,875 5. Electric $ 725,000 6. Gas $ 25,000 7. Public Streets, Sidewalks & Plaza $1,629,814 8. Private Streets & Public Parking $2,010,400 9. Public Trails $ 300,000 10. Site Preparation $2,612,000 11. Legal & Audit $ 100,000 Total $9,839,089 Costs may vary between categories. A shift of costs per category is contemplated and approved not to exceed the total. Grand Island Regular Meeting - 11/9/2022 Page 56 / 314 27 Innate Development Area 33 Legacy 34 2023 EXHIBIT E AMENDMENT TO REDEVELOPMENT CONTRACT Amendment No. ____ This Amendment to Redevelopment Contract (this "Amendment") is made and entered into as of the _______day of ___________, 20___, by and between the Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), and Innate Development 2, LLC, a Nebraska limited liability company ("Redeveloper"). RECITALS WHEREAS, Authority and Redeveloper entered into a Redevelopment Contract, dated as of ______________, 2022 (the "Contract"); WHEREAS, the Contract intended to implement the redevelopment plan entitled “Redevelopment Plan Amendment Grand Island CRA Area 33, August 2022, Legacy 34, 2023”, (the “Redevelopment Plan”) to provide for the redevelopment of lots and lands located in a blighted and substandard area of the City of Grand Island, Nebraska (the “City”); WHEREAS, in order to assist in the financing of the Redevelopment Project described in the Redevelopment Plan, the Contract provides for periodic amendments thereto; and WHEREAS, pursuant to Section 3.01 of the Contract the parties desire to amend the Contract on the terms set forth herein and this Amendment shall constitute a "Redevelopment Contract Amendment" as defined in the Contract. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, Authority and Redeveloper do hereby agree to amend the Contract as follows: 1. Definitions. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Contract. 2. Amendment – New Phase. This Amendment incorporates a new Phase to the Project entitled [Phase No. ____]. (a) Lots. This new Phase shall include all of Lots in the Redevelopment Project Area for which a building permit has been issued by the City during the calendar year prior to the Effective Date described in Section 2 (b) hereof, which lots are described as follows: [identification of such Lot(s) including the legal description of each] (b) Effective Date. The effective date of the Amendment shall be January 1, 20___. [The effective date shall be the January 1st of the year following the issuance of a building permit for a residence to be constructed on a Lot described in Section 2 (a) hereof.] Grand Island Regular Meeting - 11/9/2022 Page 57 / 314 28 Innate Development Area 33 Legacy 34 2023 (c) Division Date. The Division Date (the “Division Date”) shall mean the effective date for purposes of dividing taxes pursuant to Section 18-2147 of the Nebraska Community Development Law. The Division Date for the applicable Phase shall be January 1, 20___; and a proposed form of the "Notice to Divide Tax for Community Redevelopment Project" applicable to such Phase is attached hereto as Exhibit A and incorporated herein by this reference. [The Division Date shall be the January 1st of the year following the issuance of a building permit for a residence to be constructed on a Lot described in Section 2 (a) hereof.] For purposes of the Notice to Divide Tax for Community Redevelopment Project, the calendar year in which the division of real property tax becomes effective shall be the year of the Division Date. (d) Base Value Year. The base value year for such Phase shall be 20___. [The Base Value Year, shall mean the calendar year prior to the Division Date described in Section 2 (c) hereof.] For purposes of the Notice to Divide Tax for Community Redevelopment Project, the Base value Year shall be the year defined in this Section 2 (d). 3. Requirement to File Notice to Divide Tax for Community Redevelopment Project. The Authority shall execute and file with the Hall County Assessor and Treasurer a signed original of Exhibit A, attached hereto, being the Notice to Divide Tax for Community Redevelopment Project, prior to August 1, 20__. [This date shall be the August 1 following the Division Date described in Section 2 (c) hereof.] 4. Miscellaneous Provisions. (a) Effectiveness. This Amendment shall become effective when and only when counterparts of this Amendment have been duly executed by both Authority and Redeveloper. (b) Ratification of Contract. Except as amended by this Amendment, the Contract shall remain in full force and effect and is hereby ratified and confirmed in all respects. Each party acknowledges and agrees to all terms of the Contract, as the same are amended by this Amendment, and makes and restates each representation and warranty set forth therein as if made on the date of this Amendment. Grand Island Regular Meeting - 11/9/2022 Page 58 / 314 29 Innate Development Area 33 Legacy 34 2023 IN WITNESS WHEREOF, Authority and Redeveloper have signed this Amendment to Redevelopment Contract as of the date and year first above written. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF ATTEST: GRAND ISLAND, NEBRASKA ____________________________ By:________________________ Secretary Chairman INNATE DEVELOPMENT 2, LLC By:______________________ Manager STATE OF NEBRASKA ) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this ______ day of ___________, 20___ by ________________ and ________________, Chairman and Secretary, respectively, of the Community Redevelopment Authority of the City of Grand Island, Nebraska, on behalf of the Authority. ____________________________ Notary Public STATE OF NEBRASKA) ) SS COUNTY OF HALL ) The foregoing instrument was acknowledged before me this _____ day of ___________, 20___, by __________________ Manager of Innate Development 2, LLC on behalf of the limited liability company. ________________________ Notary Public Grand Island Regular Meeting - 11/9/2022 Page 59 / 314 30 Innate Development Area 33 Legacy 34 2023 EXHIBIT A Notice to Divide Tax for Community Redevelopment Project [TO BE ATTACHED] Grand Island Regular Meeting - 11/9/2022 Page 60 / 314 31 Innate Development Area 33 Legacy 34 2023 Grand Island Regular Meeting - 11/9/2022 Page 61 / 314 Redevelopment Plan Amendment Grand Island CRA Area 33 Amended August 2022 for Legacy 34 2023 The Community Redevelopment Authority (CRA) of the City of Grand Island intends to amend the Redevelopment Plan for Area 33 with in the city, pursuant to the Nebraska Community Development Law (the “Act”) and provide for the financing of a specific infrastructure related project in Area 33. Executive Summary: Project Description THE REDEVELOPMENT APPROXIMATELY 200 ACRES OF PROPERTY LOCATED WEST OF PRAIRIEVIEW STREET AND NORTH OF HUSKER HIGHWAY IN SOUTHWESTST GRAND ISLAND FOR THE DEVELOPMENT OF A WALKABLE MIXED USE COMMUNITY (DETACHED SINGLE FAMILY RESIDENTIAL, ATTACHED SINGLE FAMILY RESIDENTIAL, MULTIFAMILY RESIDENTIAL, NEIGHBORHOOD SCALE COMMERICAL, AND RECREATIONAL USES) WHILE PROTECTING PRESERVING AND ENHANCING THE NATURAL WETLANDS ON THE PROPERTY. THIS WILL BE A MULTI- PHASE DEVELOPMENT WITH A REDEVELOPEMENT PLAN AMENDMENT FOR EACH PHASE OF THE DEVELOPMENT TO BE APPROVED SEPARATELY. This is a site specific plan for 14.08 acres and the second phase of this development to be referred to as Legacy 34 2023. The Legacy 34 2023 project is located directly east of the Legacy 34 2022 project and will include civic, commercial multifamily residential single family residential and recreational uses. Amenities for the neighborhood and community including hike bike trail extensions, civic center building and green space will also be a part of the Legacy 34 2023 phase of this development. The use of Tax Increment Financing to aid in redevelopment expenses associated with platting and installing the necessary infrastructure (streets, sanitary sewer, water, and storm sewer) for the development of a 7000 square foot civic building, 150 units of apartments in 10 unit buildings, 4 carriage houses and about 11,000 square foot of commercial space planned for a sports bar, ice cream shop and coffee shop. The use of Tax Increment Financing is an integral part of the development plan and necessary to make this project feasible as presented this was anticipated with the approval of the general development plan for this property in 2022. The proposed development does not maximize the number of units that can be built on the property but maximizes the livability of the neighborhood by creating a walkable neighborhood with a mix of housing types and recreation features scattered throughout the development. It is anticipated that the Legacy 34 2023 phase of this development will take up to 6 years to complete and that the next phase will likely begin before the last of this one has been developed. Grand Island Regular Meeting - 11/9/2022 Page 62 / 314 Innate Development 2, LLC has purchased the full 200 acres that will encompass this development. The property was annexed in 2011.The developer is responsible for and has provided evidence that they can secure adequate debt financing to cover the costs associated with this project. The Grand Island Community Redevelopment Authority (CRA) intends to pledge the ad valorem taxes generated over multiple 15 year periods beginning January 1, 2024 towards the allowable costs and associated financing for redevelopment of this property. TAX INCREMENT FINANCING TO PAY FOR THE REDEVELOPMENT OF THE PROPERTY WILL COME FROM THE FOLLOWING REAL PROPERTY: Property Description (the “Redevelopment Project Area”) Legal Descriptions: Property to be platted as Legacy 34 Second Subdivision in the SE ¼ of the NW ¼ and the E ½ of the SW ¼ and the W ½ of the SE ¼ of 25-11-10 (Parcels 400201089 and 400201097) in the City of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 11/9/2022 Page 63 / 314 Existing Land Use and Subject Property Grand Island Regular Meeting - 11/9/2022 Page 64 / 314 The tax increment on Legacy 34 2023 will be captured for the tax years the payments for which become delinquent in years 2024 through 2046 inclusive. The TIF contract will be structured so it can be amended each year for up to six years to add the buildings to be completed during that year. No single building will be eligible for TIF for a period of more than 15 years. The real property ad valorem taxes on the current valuation will continue to be paid to the normal taxing entities. The increase will come from development of the property for a mix of residential and commercial uses in the project area to be permitted as the project progresses. Statutory Pledge of Taxes. In accordance with Section 18-2147 of the Act and the terms of the Resolution providing for the issuance of the TIF Note, the Authority hereby provides that any ad valorem tax on the Redevelopment Project Area for the benefit of any public body be divided for a period of fifteen years after the effective date of this provision as set forth in the Redevelopment Contract or redevelopment contract amendment, consistent with this Redevelopment Plan. The general plan approved in 2021 anticipated that the whole 200 acre project will be developed in several phases with a redevelopment plan amendment specific to each phase of the development. This is the second of the proposed phases and should be referred to as Legacy 34 2023. The Legacy 34 2023 plan anticipates that buildings constructed each year of the development will constitute new effective date for the purposes of determining the period of fifteen years. Improvements for the overall development may be constructed prior to the development of later phases and eligible expenses from those improvements not covered by early phases may be applied to later phases for reimbursement by TIF funds generated in the later phases. Said taxes shall be divided as follows: a. That portion of the ad valorem tax which is produced by levy at the rate fixed each year by or for each public body upon the redevelopment project valuation shall be paid into the funds, of each such public body in the same proportion as all other taxes collected by or for the bodies; and b. That portion of the ad valorem tax on real property in the redevelopment project in excess of such amount, if any, shall be allocated to and, when collected, paid into a special fund of the Authority to pay the principal of; the interest on, and any premiums due in connection with the bonds, loans, notes, or advances on money to, or indebtedness incurred by, whether funded, refunded, assumed, or otherwise,such Authority for financing or refinancing, in whole or in part, a redevelopment project. When such bonds, loans, notes, advances of money, or indebtedness including interest and premium due have been paid, the Authority shall so notify the County Assessor and County Treasurer and all ad valorem taxes upon real property in such redevelopment project shall be paid into the funds of the respective public bodies. Pursuant to Section 18-2150 of the Act, the ad valorem tax so divided is hereby pledged to the repayment of loans or advances of money, or the incurring of any indebtedness, Grand Island Regular Meeting - 11/9/2022 Page 65 / 314 whether funded, refunded, assumed, or otherwise, by the CRA to finance or refinance, in whole or in part, the redevelopment project, including the payment of the principal of, premium, if any, and interest on such bonds, loans, notes, advances, or indebtedness. Redevelopment Plan Amendment Complies with the Act: The Community Development Law requires that a Redevelopment Plan and Project consider and comply with a number of requirements. This Plan Amendment meets the statutory qualifications as set forth below. 1. The Redevelopment Project Area has been declared blighted and substandard by action of the Grand Island City Council on August 26, 2021.[§18-2109] Such declaration was made after a public hearing with full compliance with the public notice requirements of §18-2115 of the Act. 2. Conformation to the General Plan for the Municipality as a whole. [§18-2103 (13) (a) and §18-2110] Grand Island adopted a Comprehensive Plan on July 13, 2004 and has maintained and amended it since that time. Changes to future land use map in the Grand Island Comprehensive Plan for this project were approved in 2021 with Legacy 34 2022. This phase of the project including the multifamily, single family residential, commercial and civic space is consistent with the planned development for this area shown on the future landuse map as mixed use commercial. 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. The Grand Island Public School District has submitted a formal request to the Grand Island CRA to notify the District any time a TIF project involving a housing subdivision and/or apartment complex is proposed within the District. The school district was notified of this plan amendment prior to it being submitted to the CRA for initial consideration. 3. The Redevelopment Plan must be sufficiently complete to address the following items: [§18-2103(13) (b)] a. Land Acquisition: This Redevelopment Plan for Area 33 provides for real property acquisition and this plan amendment does not prohibit such acquisition. There is no proposed acquisition by the authority. 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. Grand Island Regular Meeting - 11/9/2022 Page 66 / 314 c. Future Land Use Plan See the attached map from the 2004 Grand Island Comprehensive Plan. The future land use map for the 2004 plan was amended in 2021 to show the southern portion of this 200 acres as planned for mixed use commercial. Legacy 34 2023 is within the portion planned for mixed use development. This property is in private ownership. [§18-2103(b) and §18-2111] The general plan approved in 2022 anticipated development of 278 single family detached lots, 25 duplex lots, 53 townhouse/condo lots, 300 units of apartments and 6.3 acres of retail and 9 acres of light industrial backing on to the industrial property to the north across the entire 200 acres. The development of this 14 acres is consistent with that original plan. [§18-2111(5)] d. Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes. The area is zoned R-2 Low Density Residential zone and M-1 Light Manufacturing Zone. The property has historically been farmed a permitted use in both of those districts. The plan for a mixed use neighborhood at this location will require a mix of zoning changes. New streets and storm drainage are planned throughout the site as part of the development in a manner consistent with the existing development. It is anticipated that TIF revenues will offset the costs of those improvements and that some of these improvements may be built. No changes are anticipated in building codes or ordinances. [§18-2103(b) and §18-2111] e. Site Coverage and Intensity of Use The proposed development will meet the coverage and intensity of use requirements for each phase of the development as it is approved. The overall planned density of the project is less than would be permitted with no changes. [§18-2103(b) and §18-2111] f. Additional Public Facilities or Utilities Sanitary sewer and water are available to support this development. Both sanitary sewer and water will need to be extended throughout the site. TIF revenues will be used to offset the cost of these public utility improvements. Electric utilities are sufficient for the proposed use of this property. Electric lines will need to be extended throughout the property. No other publicly owned utilities would be impacted by the development. §18-2103(b) and §18-2111] Grand Island Regular Meeting - 11/9/2022 Page 67 / 314 City of Grand Island Future Land Use Map Grand Island Regular Meeting - 11/9/2022 Page 68 / 314 Proposed layout for Legacy 34 2023 Phase of the Proposed Development in blue located to the east of Legacy 34 2022 in red. 4. The Act requires a Redevelopment Plan provide for relocation of individuals and families displaced as a result of plan implementation. This property is vacant and no relocation is contemplated or necessary. [§18-2103.02] 5. No member of the Authority, nor any employee thereof holds any interest in any property in this Redevelopment Project Area. [§18-2106] No members of the authority or staff of the CRA have any interest in this property. 6. Section 18-2114 of the Act requires that the Authority consider: a. Method and cost of acquisition and preparation for redevelopment and estimated proceeds from disposal to redevelopers. Grand Island Regular Meeting - 11/9/2022 Page 69 / 314 The developer has purchased this property and proposing to use $220,000 of that purchase price as an eligible expense attributed to the Legacy 34 2023 project. For the Legacy 34 2023 phase the estimated costs of utilities including sanitary sewer, water, storm sewer, electric and gas is $1,666,875. Site work and grading is expected to cost $2,612,000. Total cost for paving of public and private streets, public parking, sidewalks and trails is $3,940,214. It is anticipated that planning activities including design, engineering and architecture for the site will be at least $1,300,000 and need to be included in Legacy 34 2022 project costs. Other eligible activities including government fees and expenses and legal and contract expenses are expected to be $100,000. The total of the eligible expenses for this project is estimated by the developer at $9,839,089. No property will be transferred to redevelopers by the Authority. The developer will provide and secure all necessary financing. b. Statement of proposed method of financing the redevelopment project. The developer will provide all necessary financing for the project. The Authority will assist the Legacy 34 2022 project by granting the sum of $9,839,089 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 2046. c. Statement of feasible method of relocating displaced families. No families will be displaced as a result of this plan. 7. Section 18-2113 of the Act requires: Prior to recommending a redevelopment plan to the governing body for approval, an authority shall consider whether the proposed land uses and building requirements in the redevelopment project area are designed with the general purpose of accomplishing, in conformance with the general plan, a coordinated, adjusted, and harmonious development of the city and its environs which will, in accordance with present and future needs, promote health, safety, morals, order, convenience, prosperity, and the general welfare, as well as efficiency and economy in the process of development, including, among other things, adequate provision for traffic, vehicular parking, the promotion of safety from fire, panic, and other dangers, adequate provision for light and air, the promotion of the healthful and convenient distribution of population, the provision of adequate transportation, water, sewerage, and other public utilities, schools, parks, recreational and community facilities, and other public requirements, the promotion of sound design and arrangement, the wise and efficient expenditure of public funds, and the prevention of the recurrence of insanitary or unsafe dwelling accommodations or conditions of blight. The Authority has considered these elements in proposing this Plan. This amendment, in and of itself will promote consistency with the Comprehensive Plan. This will have the intended result of preventing recurring elements of unsafe buildings and blighting Grand Island Regular Meeting - 11/9/2022 Page 70 / 314 conditions. This will accomplish the goal of increasing the number of residential units, commercial development and recreational opportunities within the City of Grand Island and encouraging infill development. 8. Time Frame for Development Development of this project is anticipated to begin in the 2022 year. The Legacy 34 2023 phase will likely be built over a six year period between 2022 and 2028 based on market demand. Excess valuation should be available for the Legacy 34 2023 project for 15 years beginning with the 2024 tax year. Additional phases of development are anticipated for the remainder of the project. It is anticipated that the developers will be including TIF in the capital stack of future phases but each future phase will be evaluated with a site specific redevelopment plan prior to contract approval similar to this one. 9. Justification of Project The 2020 housing study for the City of Grand Island projected that by 2024 we would need an additional 1361 new housing units. Between January 1 of 2020 and June of 2022 permits for 547 new housing units had been issued leaving a need for more than 800 additional units in the next 2 years to meet the anticipated need. The current housing market, a combination of the cost of producing housing and the prevailing wages, has not created a situation that gives the markets sufficient incentive to build the number housing units required to meet community needs. This lack of housing options impacts a variety of other areas within the community including work force development, overcrowding, maintenance of residential units and rents. 10. Cost Benefit Analysis Section 18-2113 of the Act, further requires the Authority conduct a cost benefit analysis of the plan amendment in the event that Tax Increment Financing will be used. This analysis must address specific statutory issues. As authorized in the Nebraska Community Development Law, §18-2147, Neb. Rev. Stat. (2019), the City of Grand Island has analyzed the costs and benefits of the proposed Redevelopment Project, including: Project Sources and Uses. Approximately $9,839,089 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 $20,332,911 in private sector financing; a private investment of $2.06 for every TIF and grant dollar investment. Grand Island Regular Meeting - 11/9/2022 Page 71 / 314 Use of Funds. Description TIF Funds Private Funds Total Site Acquisition 220,000$ $ 220,000 Building Costs $ 20,332,911 $ 20,332,911 Sewer $ 388,000 $ 388,000 Water $ 528,875 $ 528,875 Electric $ 725,000 $ 725,000 Gas $ 25,000 $ 25,000 Public Streets/Sidewalks/Plaza $ 1,629,814 $ 1,629,814 Private Streets/Public Parking $ 2,010,400 $ 2,010,400 Trails $ 300,000 $ 300,000 Grading/Dirtwork/Fill $ 2,612,000 $ 2,612,000 Demolition $ - Other $ - Architectural & Engineering Fees $ 1,300,000 $ 1,300,000 Financing Fees $ 25,000 $ 25,000 Legal $ 50,000 $ 50,000 Developer Fees $ - Audit Fees $ 25,000 $ 25,000 Contingency Reserve $ - Other $ - Total $ 9,839,089 $ 20,332,911 $ 30,172,000 Source of Funds Tax Revenue. The 14.08 acres of this site to be redeveloped as Legacy 34 2022 is anticipated to have a January 1, 2022, valuation of approximately $41,325 based on the per acre valuation of the current parcel. Based on the 2021 levy this would result in a real property tax of approximately $853. It is anticipated that the assessed value will increase by $30,172,000 upon full completion, as a result of the site redevelopment. This development will result in an estimated tax increase of over $655,939 annually. The tax increment gained from this Redevelopment Project Area would not be available for use as city general tax revenues, for the period of the bonds, but would be used for eligible private redevelopment costs to enable this project to be realized. Estimated 2023 assessed value (14.08 acres): $ 41,235 Estimated value after completion $ 30,213,235 Increment value $ 30,172,000 Annual TIF generated (estimated) $ 655,939 TIF bond issue $ 9,839,089 Grand Island Regular Meeting - 11/9/2022 Page 72 / 314 (a) Tax shifts resulting from the approval of the use of Tax Increment Financing; The redevelopment project area currently has an estimated valuation of $41,235. The proposed redevelopment will create additional valuation of $30,172,000 over the course of the next six years. The project creates additional valuation that will support taxing entities long after the project is paid off along with providing 154 additional housing units, neighborhood commercial space and recreational trail connections and opportunities. The tax shift from this project will be equal to the total of the bond principal of $9,839,089 if fully funded and any associated interest on the bond to be assigned with contract approval. (b) Public infrastructure and community public service needs impacts and local tax impacts arising from the approval of the redevelopment project; Existing water and waste water facilities will not be negatively impacted by this development. The electric utility has sufficient capacity to support the development. This is infill development with services connecting to existing line with capacity. This development is likely to result in a larger number of students in the Gates Elementary School service area. Fire and police protection are available and should not be negatively impacted by this development though there will be some increased need for officers and fire fighters as the City continues to grow whether from this project or others. Housing of the type proposed in Legacy 34 2023 (1 and 2 bedroom apartments) is less likely to attract families to the neighborhood than the single family detached housing proposed for later phases of this project. Overall there will be a net increase in the number of students attending the Grand Island Public School system as a result of this development. (c) Impacts on employers and employees of firms locating or expanding within the boundaries of the area of the redevelopment project; This will provide additional housing options for the residents of Grand Island. The National Homebuilders Association estimates that each new single family home is the equivalent of 2.5 full time equivalent jobs and each unit of multifamily housing results in an FTE of 1.16 job. An average of 25 apartments and 1 carriage house would produce about 31 FTE’s per year for the next 6 years plus additional FTE’s for the commercial space that is proposed. (d) Impacts on other employers and employees within the city or village and the immediate area that are located outside of the boundaries of the area of the redevelopment project; and This project will not have a negative impact on other employers different from any other expanding business within the Grand Island area. Grand Island does have tight labor market and part of that is due to the availability and cost of housing. This development may help alleviate some of those pressures. Grand Island Regular Meeting - 11/9/2022 Page 73 / 314 (e) Impacts on student populations of school districts within the City or Village: This development will have an impact on the Grand Island School system and will likely result in additional students at both the elementary and secondary school levels. The average number of persons per household in Grand Island for 2015 to 2019 according the American Community Survey is 2.61. 173 additional households would house 402 people. According to the 2010 census 19.2% of the population of Grand Island was over 4 years old and under 18 years old. 2020 census number for this population cohort are not yet available but 27.6% of the 2021 population is less than 18 years of age this is the same percentage as the under 18 age cohort in 2010. If the averages hold it would be expected that there would be an additional 77 school age children generated by this development. Given the nature of the units (150- 1 and 2 bedroom apartments) proposed for Legacy 34 2023 these numbers are likely to be significantly less than for detached single family development. If this develops at a rate of 25 unit per year for 6 years approximately 13 children could be added to the school age population every year with this development. These 13 children will likely be spread over the full school age population from elementary to secondary school. According to the National Center for Educational Statistics1 the 2019-20 enrollment for GIPS was 10,070 students and the cost per student in 2017-18 was $12,351 of that $4,653 is generated locally. The Grand Island Public School System was notified on August 4, 2022 that the CRA would be considering this application at their August 10, 2022 meeting. (f) Any other impacts determined by the authority to be relevant to the consideration of costs and benefits arising from the redevelopment project. This project is consistent the goals of the 2020 Housing Study for the City of Grand Island to create more than 1300 new dwelling units by 2024. Based on the permits between January of 2020 and June of 2022 there are 547 units of housing that have been permitted. More than 750 units still need to be built before the end of 2024 to meet the projected need. The local housing market is not capable of producing the number of units needed at market rate given the costs of building and development. Time Frame for Development Development of the Legacy 34 2023 project is anticipated to be completed during between the Spring of 2023 and the end of 2028. The base tax year should be calculated on the value of the property as of January 1, 2023 for the first phase with each phase based on the preceding year’s valuation of the property included in the amendment for that year. Excess valuation should be available for this project beginning in 2024 with taxes due in 2025. Excess valuation will be used to pay the TIF Indebtedness issued by the CRA per the contract between the CRA and the developer for a period not to exceed 15 years on each property or an amount not to exceed $9,839,089 the projected amount of increment based upon the anticipated value of the project and current tax rate. 1 https://nces.ed.gov/ccd/districtsearch/district_detail.asp?ID2=3100016 Grand Island Regular Meeting - 11/9/2022 Page 74 / 314 This is the second phase of this development just over 42 acres of the full 200 acres will be subject to redevelopment contracts upon final approval of this plan and the associated contracts. It is anticipated that full development of the 200 acre site will take a minimum of 15 years thought it could take as long as 30 or more based on average development in Grand Island. Each additional project will be brought forward as an amendment in a format similar to this amendment. Grand Island Regular Meeting - 11/9/2022 Page 75 / 314 Legacy 34 2023 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 NOTE OR OTHER OBLIGATION, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,839,089 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 INNATE DEVELOPMENT 2, 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 #33, August 2022 for Legacy 34, 2023 (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 - 11/9/2022 Page 76 / 314 Legacy 34 2023 Area 33 Page -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 $9,839,089 (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 Innate Development 2 Redevelopment Project Tax Increment Development Revenue Note Series 2022 of the Authority, in an aggregate principal amount not to exceed $9,839,089, 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 - 11/9/2022 Page 77 / 314 Legacy 34 2023 Area 33 Page -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 - 11/9/2022 Page 78 / 314 Legacy 34 2023 Area 33 Page -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 Innate Development 2, Redevelopment Project, dated the date of its execution, between the Authority, and the Innate Development 2, 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 #33 August 2022 for Legacy 34 2023” passed, adopted and approved by the City pursuant to the Plan Resolution, and shall include any amendment of such Redevelopment Plan heretofore or hereafter made by the City pursuant to law. “Refunding Notes” means the notes authorized to be issued pursuant to Article V. “Registrar” means the Treasurer of the City of Grand Island, Nebraska, in its capacity as registrar and paying agent for the Note. “Resolution” means this Resolution as from time to time amended or supplemented. “Revenue” means the Tax Revenue. “Special Fund” means the fund by that name created in Section 7.1. “State” means the State of Nebraska. Grand Island Regular Meeting - 11/9/2022 Page 79 / 314 Legacy 34 2023 Area 33 Page -5- “Tax Revenue” means, with respect to the Project Area, (a) those tax revenues referred to 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 - 11/9/2022 Page 80 / 314 Legacy 34 2023 Area 33 Page -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 $9,839,089. The Note shall be designated as “Community Redevelopment Authority of the City of Grand Island, Nebraska, Innate Development 2, LLC, Redevelopment Project Tax Increment Development Revenue Note Series 2022,” 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, 2045, and shall bear interest at an annual rate of 7.00% calculated on the basis of a 360-day year consisting of twelve, 30-day months, from the Date of Original Issue. 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 which shall be the date of the first allocation of principal on the note and shall be issued to the purchaser thereof, as the Owner, in installments. The Note shall be delivered on the allocation of the maximum principal amount of the Note. 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 - 11/9/2022 Page 81 / 314 Legacy 34 2023 Area 33 Page -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 $9,839,089. 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 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. (f) 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, Grand Island Regular Meeting - 11/9/2022 Page 82 / 314 Legacy 34 2023 Area 33 Page -8- 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. (g) 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, 2045, (3) the initial Payment Date and (4) any other term of the Note not otherwise specifically fixed by the provisions of this Resolution. (h) Any Note issued upon transfer or exchange of any other Note shall be dated as of the Date of Original Issue. (i) 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 (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 Grand Island Regular Meeting - 11/9/2022 Page 83 / 314 Legacy 34 2023 Area 33 Page -9- 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 a default then exists under the Redevelopment Contract. 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 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 Grand Island Regular Meeting - 11/9/2022 Page 84 / 314 Legacy 34 2023 Area 33 Page -10- 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. 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 Grand Island Regular Meeting - 11/9/2022 Page 85 / 314 Legacy 34 2023 Area 33 Page -11- be outstanding after the issuance of the Refunding Notes shall not be greater in any Fiscal Year than would have been the Debt Service in such Fiscal Year were such refunding not to occur. ARTICLE VI EFFECTIVE DATE OF PROJECT; PLEDGE OF REVENUE Section 6.1. Effective Date of Project. For purposes of Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, the effective date of the Project shall be determined as set forth in the Redevelopment Contract from time to time pursuant to each Redevelopment Contract Amendment. The Planning Director is hereby directed to notify the Assessor of the effective date of the Project on the form prescribed by the Property Tax Administrator. Section 6.2. Collection of Revenue; Pledge of Revenue. As provided for in the Redevelopment Plan, and pursuant to the provisions of the Redevelopment Law, for the period contemplated thereby, the Tax Revenue collected in the Project Area shall be allocated to and, when collected, paid into the Special Fund under the terms of this Resolution to pay the principal on the Note. When the Note has been paid in accordance with this Resolution, the Redevelopment Plan and the Redevelopment Contract, the Tax Revenue shall be applied as provided for in the Redevelopment Law. The Revenue is hereby allocated and pledged in its entirety to the payment of the principal on the Note and to the payment of the Project Costs (including the Project), until the principal on the Note has been paid (or until money for that purpose has been irrevocably set aside), and the Revenue shall be applied solely to the payment of the principal on the Note. Such allocation and pledge is and shall be for the sole and exclusive benefit of the Owner and shall be irrevocable. Section 6.3. Potential Insufficiency of Revenue. Neither the Authority nor the City makes any representations, covenants, or warranties to the Owner that the Revenue will be sufficient to pay the principal of or interest on the Note. Payment of the principal of and interest on the Note is limited solely and exclusively to the Revenue pledged under the terms of this Resolution, and is not payable from any other source whatsoever. 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 a special trust fund called the “Innate Development 2 Redevelopment Project Note Fund” (the “Special Fund”). The Special Fund shall be held separate from all other funds of the City and Authority. So long as the Note remains unpaid, the money in the foregoing fund and accounts shall be used for no purpose other than those required or permitted by this Resolution, any Resolution supplemental to or amendatory of this Resolution and the Redevelopment Law. Section 7.2. Special Fund. All of the Revenue shall be deposited into the Special Fund. The Revenue accumulated in the Special Fund shall be used and applied on the Business Day prior to each Payment Date (a) to make any payments to the Authority as may be required under the Redevelopment Contract and (b) to pay principal on the Note to the extent of any money then remaining the Special Fund on such Payment Date. Money in the Special Fund shall be used solely for the purposes described in this Section 7.2. All Grand Island Regular Meeting - 11/9/2022 Page 86 / 314 Legacy 34 2023 Area 33 Page -12- Revenues received through and including December 31, 2045, shall be used solely for the payments required by this Section 7.2. ARTICLE VIII COVENANTS OF THE AUTHORITY So long as the Note is outstanding and unpaid, the Authority will (through its proper officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in this Resolution or in the Note, including the following covenants and agreements for the benefit of the Owner which are necessary, convenient and desirable to secure the Note and will tend to make them more marketable; provided, however, that such covenants do not require either the City or the Authority to expend any money other than the Revenue nor violate the provisions of State law with respect to tax revenue allocation. Section 8.1. No Priority. The Authority covenants and agrees that it will not issue any obligations the principal of or interest on which is payable from the Revenue which have, or purport to have, any lien upon the Revenue prior or superior to or in parity with the lien of the Note; provided, however, that nothing in this Resolution shall prevent the Authority from issuing and selling notes or other obligations which have, or purport to have, any lien upon the Revenue which is junior to the Note and the Debt Service thereon, or from issuing and selling notes or other obligations which are payable in whole or in part from sources other than the Revenue. Section 8.2. To Pay Principal of the Note. The Authority will duly and punctually pay or cause to be paid solely from the Revenue the principal of the Note on the dates and at the places and in the manner provided in the Note according to the true intent and meaning thereof and hereof, and will faithfully do and perform and fully observe and keep any and all covenants, undertakings, stipulations and provisions contained in the Note and in this Resolution. 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. Grand Island Regular Meeting - 11/9/2022 Page 87 / 314 Legacy 34 2023 Area 33 Page -13- 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. UNITED STATES OF AMERICA STATE OF NEBRASKA COUNTY OF HALL COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA INNATE DEVELOPMENT 2 REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2022 No. R-1 Up to an aggregate amount of $9,839,089 (subject to reduction as described herein) Date of Date of Rate of Original Issue Maturity Interest December 31, 2045* 7.00% REGISTERED OWNER: Innate Development 2, LLC PRINCIPAL AMOUNT: SEE SCHEDULE 1 ATTACHED HERETO REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE NOTE SET FORTH ON THE FOLLOWING PAGES, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Grand Island Regular Meeting - 11/9/2022 Page 88 / 314 Legacy 34 2023 Area 33 Page -14- 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 * or, if sooner, fifteen years after the last effective date established for a Phase under the terms of the Redevelopment Contract The COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF 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, 2025, 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 _____________, 2022, 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 $9,839,089. 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 #33 August 2022 for Legacy 34 2023, (Innate Development 2 Redevelopment Project) which is more specifically described in the Resolution, and to carry out the Authority’s corporate purposes and powers in connection therewith. Grand Island Regular Meeting - 11/9/2022 Page 89 / 314 Legacy 34 2023 Area 33 Page -15- 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 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. Grand Island Regular Meeting - 11/9/2022 Page 90 / 314 Legacy 34 2023 Area 33 Page -16- 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. [The remainder of this page is intentionally left blank] Grand Island Regular Meeting - 11/9/2022 Page 91 / 314 Legacy 34 2023 Area 33 Page -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 - 11/9/2022 Page 92 / 314 Legacy 34 2023 Area 33 Page -18- SCHEDULE 1 TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA INNATE DEVELOPMENT 2 REDEVELOPMENT PROJECT TAX INCREMENT DEVELOPMENT REVENUE NOTE, SERIES 2022 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 - 11/9/2022 Page 93 / 314 Legacy 34 2023 Area 33 Page -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 - 11/9/2022 Page 94 / 314 Legacy 34 2023 Area 33 Page -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 - 11/9/2022 Page 95 / 314 Legacy 34 2023 Area 33 Page -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 - 11/9/2022 Page 96 / 314 Legacy 34 2023 Area 33 Page -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 - 11/9/2022 Page 97 / 314 Legacy 34 2023 Area 33 Page -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: ______________________, 2022. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA (SEAL) By: Chairman ATTEST: By: Secretary Grand Island Regular Meeting - 11/9/2022 Page 98 / 314 Community Redevelopment Authority (CRA) Wednesday, November 9, 2022 Regular Meeting Item I2 Redevelopment Plan Amendment CRA Area 17 - For property at 3553 Prairieview Street - Prairie Ventures LLC Staff Contact: Grand Island Regular Meeting - 11/9/2022 Page 99 / 314 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 - 11/9/2022 Page 100 / 314 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 - 11/9/2022 Page 101 / 314 Existing Land Use and Subject Property 2016 Grand Island Regular Meeting - 11/9/2022 Page 102 / 314 Existing Land Use and Subject Property 2022 Grand Island Regular Meeting - 11/9/2022 Page 103 / 314 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 - 11/9/2022 Page 104 / 314 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. 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. 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 - 11/9/2022 Page 105 / 314 City of Grand Island Future Land Use Map effective 2016 Grand Island Regular Meeting - 11/9/2022 Page 106 / 314 City of Grand Island Future Land Use Map effective 2022 Grand Island Regular Meeting - 11/9/2022 Page 107 / 314 Grand Island Regular Meeting - 11/9/2022 Page 108 / 314 Proposed Site Plan as developed. Grand Island Regular Meeting - 11/9/2022 Page 109 / 314 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 - 11/9/2022 Page 110 / 314 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 - 11/9/2022 Page 111 / 314 Grand Island Regular Meeting - 11/9/2022 Page 112 / 314 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 - 11/9/2022 Page 113 / 314 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 - 11/9/2022 Page 114 / 314 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 - 11/9/2022 Page 115 / 314 (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 - 11/9/2022 Page 116 / 314 LINC O LN, NEBRAS KA 5 85 0 II-2095 (102) 4/4 -£ 900 • I'A X (TO?) 174-5 3°/.\ w w w.c line w illia me. c o m July 20, 2016 CrTNr. WH.LIAMS W GHT JOHNSON Ocnf:«H IER, L. L.1°. Re: Prairie Commons Redevelopment Project in Grand Island Our File No.: 16346.10 1 Dear Chad and Mike: Based upon our conversations, I prepared and attach: 1. The revised version of the Amendment to Redevelopment Plan to which I have made some comments. Please let me know if these comments cause you any concern; and 2. A revised Exhibit for the “Project TIF Eligible Expenses” to be substituted for the version that was attached to the Application from Prataria Ventures, LLC. Please let me know if you have any questions. Sincerely, Enclosure cc: Dave Ostdiek (via email) Roger Bullington (via email) 4830-3993- 1957, v. 1 )2910E*I()t€13tTttI5BT,suiTr20O XML I TA, IN t• SRI-I4-1 105 {402) 397'-1700 r.CJ.IsCJx51O (4G2)G9a-6314 (Rae) 22 I -2G37 Grand Island Regular Meeting - 11/9/2022 Page 117 / 314 COMM\JR QTY :ED£vELOPMENT AUTHOkITY BAC KG RO U N D (NFO RMATI 0 N RE LATIVE TO TAX I N C R E ME NT F I NAN CI N G R EQU EST J U N E 8, 2016 PROJECT REDEVELOPER INFORMATION Business Name: Prataria Ventures, LLC A wholly owned limited liability company of Chief Industries, Inc. Address: 3942 W Old Highway 30 Grand Island, NE 68803 Telephone Number: 308-389-7200 Contact: Roger Bullington, P. E. 308-389-7288 roger.bulIington@chiefind.com P.O. Box 2078 Grand Island, NE 68802 Fax Number: 308-389-7352 Lot 3 Project Redeveloper Information Business Name: Prairie Commons MOB 2.0, LLC Address: 13340 California Street, Suite 108 Omaha, NE. 68154 Contacts: Jon Walker (913) 219-6910 Ralph Castner (308) 249-1697 Prairie Commons MOB 2.0, LLC will be assuming the redevelopment agreement and responsibilities to develop a second medical office building of Phase One on the Prairie Commons Campus. Brief Description of Applicant’s Business: Prataria Ventures is the development business unit of Chief Industries. This entity provides development services for projects. Prataria holds the real estate holding for potential real estate and development investments, and is a premier real estate developer in the Midwest providing innovative and progressive developments through public and private partnerships. Our development portfolio includes projects for private and public/private institutions as well as for our own use. Our projects range from small properties to expansive developments through- out diverse communities from small towns to metropolitan communities. Grand Island Regular Meeting - 11/9/2022 Page 118 / 314 Chief Industries, Inc. is a diverse company headquartered in Grand Island. Founded in 1954, Chief has been a community leader in Grand Island and Central Nebraska and is a privately owned entity. Grand Island Regular Meeting - 11/9/2022 Page 119 / 314 Present Ownership Proposed Project Site: Prataria Ventures, LLC c/o Chief Industries, Inc. P.O. Box 2078 Grand Island, NE 68802 Proposed Project: Building square footage, size of property, description of buildings - materials, etc. Attach site plan, if available. Building square footage: Total 319,865 Size of property: Phase 1, 35 Acres Description of buildings: Prataria owns a 96 acre parcel of land that includes a farm homestead, farmland and pasture land. This is a generational development opportunity which sits at the front door of Grand Island. Prataria proposes to develop this parcel in four separate phases. The first phase will be on 35 acres that will include a hospital, medical office building and a hotel. The hospital is approximately 172,000 square feet and will be designed for potential future expan- sion horizontally and vertically. The initial 4 story bed tower will be comprised of 64 patient rooms and will be designed for two additional floors for future growth. The structure is designed utilizing conventional steel framing, with the exterior being a combination of precast panels, metal pan- els, curtainwall and storefront glass features. The Medical Office Building will be a three story structure totaling 66,000 square feet. It will also be a conventional steel framed structure with the same exterior materials and features as the hospital. Thus, creating a campus feel with complimentary architectural design features. It will be attached to the hospital structure, allowing patient and visitors ease of accessing both facilities. Due to the growth of the healthcare industry in Grand Island, there is a perceived need for additional medical offices on the Prairie Common campus. These medical offices will need to be attached to the Grand Island Regional Medical Center (GIRMC) and the original Prairie Commons MOB (#1.0). This will be achieved by corridor links between the three buildings and creating a healing garden adjacent to the buildings and corridors (corridors will consist of 3,885 square feet on GIRMC property). Due to this campus healthcare emphasis, the hospitality component is planned to move to another phase of the Prairie Commons development and to another parcel within the development. This Prairie Commons MOB #2.0 is planned to be a Class A three-story structure encompassing a total of 66,000 sq. ft. The design features will mimic those of GIRMC and PC MOB #1.0 so that the architectural integrity is intact. Additional phases will be forthcoming. If Property is to be Subdivided, Show Division Planned: See conceptual plan submitted. Actual preliminary plat to be determined in near future. See Exhibit A Grand Island Regular Meeting - 11/9/2022 Page 120 / 314 Name, Address, Phone & Fax Numbers of Architect, Engineer and General Contractor: Architect Name: Davis Design Phone: 402-476-9700 Address: 1221 N Street, Suite 600 Lincoln, NE 68508 Engineer Name: Olsson Associates Phone: 308-384-8750 Address: 201 E. 2nd Street Grand Island, NE 68801 General Contractor Name: Chief Construction Phone: 308-389-7222 Address: 3935 Westgate Road Grand Island, NE 68803 Estimated Real Estate Taxes on Project Site Upon Completion of the Project: (Please Show Calculations) Please See Exhibit B Project Construction Schedule: Construction Start Date Phase 1(Lot 3) :January 2023 Construction Completion Date Phase 1(Lot 3): Spring 2024 This will be a phased project with phase one comprised of a healthcare/hospitality component and the site/utility work necessary for the development project. Three additional phases are planned and the times and sequencing of each respective phase will be dependent on market conditions. These phases may include a substantial retail component, multi-family/senior housing and an office component. Grand Island Regular Meeting - 11/9/2022 Page 121 / 314 XII. Please Attach Construction Pro Forma Due to confidential nature of the projects, construction proforma available for discussion. XIII. Please Attach Annual Income & Expense Pro Forma (With Appropriate Schedules) Due to confidential nature of the projects, proforma available for discussion. PROJECT REDEVELOPER INFORMATION Describe Amount and Purpose for Which Tax Increment Financing is Requested: Tax Increment Financing is being requested in the amount of $4,885,000. for the development of Lot 3 of Phase One of the Prairie Commons Development. The TIF funds will enable the healthcare component of campus to continue to grow and allow for specialty clinics to expand to the campus and to the community of Grand Island. The TIF financing component will allow this project on Lot 3 to move forward and will assist in the funding gap for the developers to continue on the path of high quality and aesthetic designs to attract clients and practitioners to our community. In addition to significant investments in the structures, this will also provide extensive investments into personal property and thus provide a large increase in personal property taxes. This new medical office building will also provided for expanded employment opportunities, healthcare alternatives, and quality of life features. Statement Identifying Financial Gap and necessity for use of Tax Increment Financing for Proposed Project: The proposed site work and construction costs will result in an overall improvement to the area and allow for additional medical goods and services, employment opportunities, medical office space and a hospitality/conference area. Tax increment financing is an integral and es- sential component to the project completion which is contingent upon receipt of the expected tax increment assistance. Feasibility is dependent upon TIF funds that will enable the creation of adequate economics to make the necessary site improvements, utility extensions and new construction costs at a competitive rate in the area. Municipal and Corporate References (if applicable). Please identify all other Municipalities, and other Corporations the Applicant has been involved with, or has completed develop- ments in, within the last five (5) years, providing contact person, telephone and fax num- bers for each: Grand Island Regular Meeting - 11/9/2022 Page 122 / 314 Prairie Commons Development Current site of the Grand Island Regional Medical Center and the Prairie Commons Medical Office Building Contact: David Ostdiek Chief Industries Phone: 308-389-7246 Fax: 308-389-7352 Green Line Redevelopment Current site of the Chief Construction Campus and Christensen Concrete. Contact: David Ostdiek Chief Industries Phone: 308-389-7246 Fax: 308-389-7352 Aurora Co-Op Redevelopment Current site of Goodwill Industries Warehouse and Chief Fabrication. Contact: Contact: David Ostdiek Chad Nabity Chief Industries Regional Planning Department Phone: 308-389-7246 Phone: 308-385-5444 ext. 210 Fax: 308-389-7352 Lincoln West Haymarket Phase 1 & Phase 2 Includes Canopy Lofts, The Railyard, The Hobson Place and the Hyatt hotel. Contact: Hallie Salem Lincoln NE Urban Development Contact: David Landis Lincoln NE Urban Development Contact: Mayor Chris Beutler Mayor of Lincoln, NE Department Department Phone: 402-441-7511 Phone: 402-441-7864 Phone: 402-441-7864 Fax: 402-441-7120 Fax: 402-441-8711 Fax: 402-441-8711 Please Attach Applicant’s Corporate/Business Annual Financial Statements for the Last Three Years. To be provided. Grand Island Regular Meeting - 11/9/2022 Page 123 / 314 Exhibit A Grand Island Regular Meeting - 11/9/2022 Page 124 / 314 Grand Island Regular Meeting - 11/9/2022 Page 125 / 314 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 Grand Island Regular Meeting - 11/9/2022 Page 126 / 314 STAIRS A 134 SF MECHANICAL 536 SF LOBBY/ WAITING 969 SF STAIRS B 134 SF VESTIBULE 222 SF SUITE 101 TENANT SPACE 17,058 SQFT EMERGENCY ELECTRICAL 158 SF JAN. 100 SF WOMEN'S RR 144 SF MEN'S RR 144 SF ELEVATOR 128 SF ELECT. 157 SF COMM 140 SF CORRIDOR 439 SF ELEVATOR CONTROL 124 SF LINK HEALING GARDEN EXISITNG MOBEXISTING HOSPITAL 15 East Main, Suite 201Vermillion SD 57069Phone 605-624-1081Vermillion1221 N Street, Suite 600Lincoln NE 68508Phone 402-476-9700Fax 402-476-9722LincolnPrairie Commons MOB, LLCMedical Office Building TwoDD-101-109/08/22Floor Plans - Option 1 1/32" = 1'-0" 1 01 - FIRST LEVEL - OPTION-1 TYPE 2B -FULLY SPRINKLED B -BUSINESS NOT AMBULATORY CARE FACILITY SHAFT ENCLOSURE 1 HR (IBC 2015, SECTION 713.4) INTERIOR EXIT STAIRWAYS ENCLOSURE 1 HR (IBC 2015, SECTION 1023.2) 22,064 SQFT GROSS LEVEL 3 22,064 SQFT GROSS LEVEL 2 21,907 SQFT GROSS LEVEL 1 3,885 GROSS LINK Grand Island Regular Meeting - 11/9/2022 Page 127 / 314 STAIRS A 134 SF CORRIDOR 637 SF LOBBY 667 SF CORRIDOR 341 SF STAIRS B 134 SF SUITE 201 TENANT SPACE 12,833 SQFT SUITE 202 TENANT SPACE 5,433 SQFT WOMEN'S RR 144 SF MEN'S RR 144 SF ELEVATOR 128 SF ELECT. 157 SF 15 East Main, Suite 201Vermillion SD 57069Phone 605-624-1081Vermillion1221 N Street, Suite 600Lincoln NE 68508Phone 402-476-9700Fax 402-476-9722LincolnPrairie Commons MOB, LLCMedical Office Building TwoDD-101-209/19/22SECECOND LEVEL1/32" = 1'-0" 1 02 - SECOND - OPTION -1 THIRD LEVEL SIMILAR TYPE 2B -FULLY SPRINKLED B -BUSINESS NOT AMBULATORY CARE FACILITY SHAFT ENCLOSURE 1 HR (IBC 2015, SECTION 713.4) INTERIOR EXIT STAIRWAYS ENCLOSURE 1 HR (IBC 2015, SECTION 1023.2) 22,064 SQFT GROSS LEVEL 3 22,064 SQFT GROSS LEVEL 2 21,907 SQFT GROSS LEVEL 1 3,885 GROSS LINK Grand Island Regular Meeting - 11/9/2022 Page 128 / 314 15 East Main, Suite 201Vermillion SD 57069Phone 605-624-1081Vermillion1221 N Street, Suite 600Lincoln NE 68508Phone 402-476-9700Fax 402-476-9722LincolnPrairie Commons MOB, LLCMedical Office Building TwoDD-10209/19/22Exterior Elevations1/16" = 1'-0" 1 EXTERIOR ELEVATION - NORTH 1/16" = 1'-0" 2 EXTERIOR ELEVATION - SOUTH Grand Island Regular Meeting - 11/9/2022 Page 129 / 314 15 East Main, Suite 201Vermillion SD 57069Phone 605-624-1081Vermillion1221 N Street, Suite 600Lincoln NE 68508Phone 402-476-9700Fax 402-476-9722LincolnPrairie Commons MOB, LLCMedical Office Building TwoDD-10309/20/22Exterior Elvations1/16" = 1'-0" 1 EXTERIOR ELEVATION - EAST 1/16" = 1'-0" 2 EXTERIOR ELEVATION - WEST Grand Island Regular Meeting - 11/9/2022 Page 130 / 314 15 East Main, Suite 201Vermillion SD 57069Phone 605-624-1081Vermillion1221 N Street, Suite 600Lincoln NE 68508Phone 402-476-9700Fax 402-476-9722LincolnPrairie Commons MOB, LLCMedical Office Building TwoDD-10509/30/22LINK - Exterior Elevations 1/16" = 1'-0" 1 .LINK - NORTH 1/16" = 1'-0" 2 .LINK - SOUTH 1/16" = 1'-0" 3 .LINK - WEST 1/16" = 1'-0" 4 .LINK EAST Grand Island Regular Meeting - 11/9/2022 Page 131 / 314 Prataria Ventures LLC-MOB 2.0-Area 17 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 412 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, SUBMITTING A PROPOSED REDEVELOPMENT CONTRACT TO THE HALL COUNTY REGIONAL PLANNING COMMISSION FOR ITS RECOMMENDATION WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), pursuant to the Nebraska Community Development Law (the "Act"), prepared a proposed redevelopment plan amendment (the "Plan") a copy of which is attached hereto as Exhibit 1, for redevelopment of an area within the city limits of the City of Grand Island, Hall County, Nebraska; and WHEREAS, the Authority is required by Section 18-2112 of the Act to submit said to the planning board having jurisdiction of the area proposed for redevelopment for review and recommendation as to its conformity with the general plan for the development of the City of Grand Island, Hall County, Nebraska; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: The Authority submits to the Hall County Regional Planning Commission the proposed Plan attached to this Resolution, for review and recommendation as to its conformity with the general plan for the development of the City of Grand Island, Hall County, Nebraska. Passed and approved this 9th day of November, 2022 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By___________________________ Chairperson ATTEST: __________________________ Secretary Grand Island Regular Meeting - 11/9/2022 Page 132 / 314 Prataria Ventures LLC-MOB 2.0-Area 17 Grand Island Regular Meeting - 11/9/2022 Page 133 / 314 Prataria Ventures LLC-MOB 2.0-Area 17 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 413 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, PROVIDING NOTICE OF INTENT TO ENTER INTO A REDEVELOPMENT CONTRACT AFTER THE PASSAGE OF 30 DAYS AND OTHER MATTERS WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), has received an Application for Tax Increment Financing under the Nebraska Community Development Law (the “Act”) on a project within Redevelopment Area 17, from Prataria Ventures LLC, (The "Developer") for redevelopment located on Lot 1 and part of Lot 3 of Prairie Commons Second Subdivision, an area within the city limits of the City of Grand Island, as set forth in Exhibit 1 attached hereto; and WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), is proposing to use Tax Increment Financing on a project within Redevelopment Area 1; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: Section 1. In compliance with section 18-2114 of the Act, the Authority hereby gives the governing body of the City notice that it intends to enter into the Redevelopment Contract, after approval of the redevelopment plan amendment related to the redevelopment project, and after the passage of 30 days from the date hereof. Section 2. The Secretary of the Authority is directed to file a copy of this resolution with the City Clerk of the City of Grand Island, forthwith. Passed and approved this 9th day of November, 2022. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By ___________________________ Chairperson ATTEST: ___________________ Secretary Grand Island Regular Meeting - 11/9/2022 Page 134 / 314 Prataria Ventures LLC-MOB 2.0-Area 17 Exhibit 1 Draft Redevelopment Plan Forwarded to the Planning Commission Grand Island Regular Meeting - 11/9/2022 Page 135 / 314 Community Redevelopment Authority (CRA) Wednesday, November 9, 2022 Regular Meeting Item I3 Redevelopment Plan for CRA Area 28 - For redevelopment of the Conestoga Mall Property at 3404 W. 13th Street - Woodsonia Staff Contact: Grand Island Regular Meeting - 11/9/2022 Page 136 / 314 1 Redevelopment Plan Grand Island CRA Area 28 Conestoga Marketplace October 2022 The Community Redevelopment Authority of the City of Grand Island (“CRA”) seeks to approve this Redevelopment Plan for Area 28 within the City of Grand Island, Nebraska (“City”), pursuant to the Nebraska Community Development Law and provide for the financing of specific costs related to Conestoga Marketplace Redevelopment Project located within Area 28. Introduction: The Conestoga Mall (“Existing Mall Property”) has been an integral part of Grand Island’s community for nearly 50 years, dating back to its original construction in 1971. However, with the rise of e-commerce, the loss of three of the four primary mall anchors and the lack of investment, the Existing Mall Property has struggled to thrive in this changing retail environment. The Existing Mall Property has been in steady decline with property tax valuations dropping approximately $10,000,000 (50%) over the past 20 years and tenant sales falling 40% over the prior eight years. Through this Conestoga Marketplace Redevelopment Project (“Redevelopment Project”), Woodsonia Hwy 281, LLC and its successors and assigns (collectively “Woodsonia” or “Redeveloper”), CRA and the City of Grand Island, Nebraska (“City”) have the unique partnership opportunity to breathe new life into Grand Island’s key landmark asset by attracting one of the premier retailers in the United States, which will serve as the new retail anchor for the Redevelopment Project. As described in the Redevelopment Project Description section below, the future Conestoga Marketplace will be re-positioned as a true mixed-use development with shopping, dining, entertainment and housing. Furthermore, Conestoga Marketplace will be a catalyst to drive additional development / redevelopment in the immediate area and attract new concepts and companies to the Grand Island community. With the adoption of this Redevelopment Plan, the City and CRA recognize the need to utilize appropriate private and public resources to eliminate or prevent the development or spread of urban blight, encourage needed urban rehabilitation, provide for the redevelopment of blighted and substandard area, and/or undertake such of the aforesaid activities or other feasible municipal activities as may be suitably employed to achieve the goals and objectives set forth herein. Redevelopment Project Description: Woodsonia is an Omaha, NE based development firm that is excited to propose the Redevelopment Project, which will convert the 60-acre Existing Mall Property into a future $220M + mixed-use, life-style project called “Conestoga Marketplace”. Conestoga Marketplace will be anchored by a new to market approximately 150,000 SF retailer Grand Island Regular Meeting - 11/9/2022 Page 137 / 314 2 positioned on the southern portion of the redevelopment site. The remaining portion of the mall will be completely modernized with exterior facing storefronts, updated façades, new tenant signage and a state-of-the-art entertainment offering, including a new cinema with in-theater dining, indoor / outdoor pickleball courts and a first-class bar / restaurant facility. The Redevelopment Project will include improved parking facilities available to the public. Conestoga Marketplace will also include 300 + Class A market rate multi-family housing units, a new hotel and pad sites along Hwy 281 and 13th Street. The pad sites will be comprised of new restaurants and multi-tenant retail buildings. The Redevelopment Project may be developed as five Sub-Redevelopment Project Areas described below. With the City’s and CRA’s support, the Redevelopment Project hopes to commence in Q2 of 2023 with the new to market 150,000 SF retailer anticipated to open in 2025. The proposed site plan (“Site Plan”) is illustrated below: Grand Island Regular Meeting - 11/9/2022 Page 138 / 314 3 Extremely Blighted and Substandard: On November 8, 2022 the City approved the Blight and Substandard Study – Area 28 prepared by Marvin Planning Consultants (“Blight and Substandard Study”). Subsequently, the City also approved the Extremely Blighted Determination Study, City of Grand Island, Nebraska, dated August, 2022, prepared by Marvin Planning Consultants, Inc. and Kurt Elder, AICP for Area 28 (“Extremely Blighted Determination Study”). Grand Island Regular Meeting - 11/9/2022 Page 139 / 314 4 The Blight and Substandard Study and the Extremely Blighted Determination Study are collectively referred as the “Extreme Blight Study”. Upon the recommendation of the Hall County Regional Planning Commission, the City Council held a public hearing and upon consideration of the record before it, including the Extreme Blight Study, the City Council declared Area 28, the boundaries of which are shown below, as “Extremely Blighted and Substandard”. The Existing Mall Property is sometimes referred to herein as the “Project Site”. The Project Site (defined below) comprises most of the southern portion of Area 28 and thus, has been declared to be Extremely Blighted and Substandard. The designation of Area 28 as Extremely Blighted and Substandard enables the City to undertake the Redevelopment Project pursuant to the Nebraska Community Development Law (“Act”). A map of the condition of Area 28, is shown below: Grand Island Regular Meeting - 11/9/2022 Page 140 / 314 5 Grand Island Regular Meeting - 11/9/2022 Page 141 / 314 6 Grand Island Regular Meeting - 11/9/2022 Page 142 / 314 7 Grand Island Regular Meeting - 11/9/2022 Page 143 / 314 8 A map of the existing land uses for Area 28 is shown below: Proposed Private and Public Improvements and Uses of Funds: Proposed expenditures for the Redevelopment Project improvements and enhancements are identified in Exhibit A. Such private and public improvements and enhancements will include the removal of the southern portion of the Existing Mall Property to make way for a new to market approximately 150,000 SF retail building. Other portions of the Existing Mall Property buildings will be renovated with new façade and store fronts and reconstructed to have exterior pedestrian access rather than the current interior hallway entrances. Other new land use improvements will be made, such as a hotel, multi-family dwellings, restaurants, entertainment, retail and services. Existing asbestos conditions and other environmental issues will be corrected and remediated. Significant portions of the Grand Island Regular Meeting - 11/9/2022 Page 144 / 314 9 site will be regraded and reshaped. Utilities will be added, updated and extended. Major portions of the parking area will be removed, updated and/or resurfaced. Certain common access drives and street improvements will be improved to address the inadequacies described in the Blight and Substandard Study. New signage and improved landscaping and streetscape will also be updated and enhanced. Proposed Funding Sources: Proposed funding sources for the Redevelopment Project improvements identified in the Redevelopment Project Area include the following five proposed sources: Estimated Total Project Cost: $ 221,585,000 100.00% Private Investment and Debt: $ 148,065,000 66.82% TIF Reimbursement: $ 26,257,000 11.85% EEA / Occupation Tax: $ 36,763,000 16.59% CRA Funding Contribution: $ 4,000,000 1.81% Grow Grand Island Funding Contribution: $ 1,000,000 0.45% City of Grand Island Contribution: $ 5,500,000 2.48% Tax Increment Financing (Extreme Blight) – for 20 Year Term divided potentially into five Sub-Redevelopment Project Areas. Enhanced Employment Area (EEA) / Occupation Tax – for 30 Year Term, 1.50% add-on tax within the EEA District boundaries including all Conestoga Marketplace property. The 1.50% EEA / Occupation Tax would be imposed on the gross receipts resulting from the sale, lease or rental of any products or services within the EEA District and divided potentially into five Sub-Redevelopment Project Areas. Community Redevelopment Authority (CRA) Funding Contribution – Redirection of $200,000 from the current generated CRA levy for 20 years. Grow Grand Island, Inc. Funding Contribution– Year 1 funding contribution of $1,000,000 City of Grand Island Funding Contribution – Year 1 funding contribution of $5,500,000 used towards required public infrastructure eligible project expenses Lastly, upon opening of all the Sub-Project Redevelopment Areas as described below, this Redevelopment Project would create approximately $3,061,125 in Annual Sales Tax Revenue for the City of Grand Island, $252,525 in additional Food & Beverage tax receipts shortly after the opening of Conestoga Marketplace and beginning in year 21 approximately $2,803,189 in additional property taxes. Woodsonia has the necessary properties under control until year end 2022 and has requested City to expedite the incentive and entitlement process to be completed while still controlling the Project Site. Grand Island Regular Meeting - 11/9/2022 Page 145 / 314 10 Project Site: The Redevelopment Project site shall be limited to the following geographic area (“Project Site”): Lots 1, 4 and 5, Conestoga Mall Eighth Subdivision, In The City Of Grand Island, Hall County, Nebraska. Grand Island Regular Meeting - 11/9/2022 Page 146 / 314 11 The Project Site is the area where it is proposed that: The tax increment financing (“TIF”) will be applied to capture the tax increment to fund public improvements and enhancements; and “TIF Area” Grand Island Regular Meeting - 11/9/2022 Page 147 / 314 12 The Enhancement Employment Area (“EEA”) will be designated which will allow the levy of the proposed 1.5% occupation tax (“EEA / Occupation Tax”). “EEA/OccupationTaxArea” Grand Island Regular Meeting - 11/9/2022 Page 148 / 314 13 Redevelopment Project Area: The “Redevelopment Project Area” is the area where it is proposed that the Redevelopment Project’s public improvements and enhancements will be implemented: “Redevelopment Project Area” Grand Island Regular Meeting - 11/9/2022 Page 149 / 314 14 Sub-Redevelopment Project Areas: The Redevelopment Project Area may be redeveloped in up to five different phases (individual “Sub-Redevelopment Project Area” and collectively “Sub-Redevelopment Project Areas”) as described below: “Sub-Redevelopment Project Area” Grand Island Regular Meeting - 11/9/2022 Page 150 / 314 15 Depending upon market conditions, certain Sub-Redevelopment Project Areas may be simultaneously developed and/or implemented in different numerical order than listed above. The redevelopment contract will be structured so it allows the Redeveloper to add buildings and improvement for up to ten years. No single Sub-Redevelopment Project Area will be eligible for TIF for a period of more than 20 years. Project Area’s Existing Land Use and Zoning: The Project Site’s current land uses include retail, commercial, services and entertainment and is currently zoned, Commercial Development Zone (CD). Tax Increment Financing and TIF Note(s): The CRA and the City will issue the Redeveloper a tax increment financing revenue note(s), bond(s) or other form(s) of indebtedness (collectively “TIF Note”) in the amount of up to $26,257,000. The TIF Note proceeds will be used to pay for the design and installation of the above-described public improvements and public enhancements. The TIF Note will only be repaid from the incremental (increased) ad valorem real property taxes from the Project Site developed as part of the overall Redevelopment Project. The capture of the incremental ad valorem real estate taxes is proposed. The real property ad valorem taxes on the current Existing Mall Property valuation will continue to be paid to the normal taxing entities. The increased tax increment will come from development of the Project Site as the Redevelopment Project progresses in phases. The Redeveloper expects the build out of the Project Site in Sub-Redevelopment Project Areas. The division of taxes from the Project Site for each Sub-Redevelopment Project Area, for purposes of paying the TIF Note, will occur on or before completion of each applicable phase as provided in the redevelopment contract. The TIF Note will be paid off on the earlier date of twenty years after the applicable effective date of each Sub- Redevelopment Project Area or whenever the applicable tax increment indebtedness is fully repaid (“Tax Increment Period”). The TIF Note will not be backed by or paid by the City, CRA or their taxpayers. In the event the incremental taxes are not sufficient to pay off the TIF Note, the Redeveloper (or its lender) will be liable and not the City or CRA. This Redevelopment Plan does not provide for the capture of incremental ad valorem real property taxes on any real estate other than the Project Site. Statutory Pledge of Property 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 CRA hereby provides that any ad valorem tax on the Project Site for the benefit of any public body be divided for a period of twenty years after the effective date of this provision as set forth in the redevelopment contract or redevelopment contract amendment, consistent with this Redevelopment Plan. This Redevelopment Plan anticipates that the entire 60 acre Redevelopment Project will be Grand Island Regular Meeting - 11/9/2022 Page 151 / 314 16 developed in several phases as described in this Redevelopment Plan. Woodsonia anticipates that each Sub-Redevelopment Project Area of the Redevelopment Project may constitute a new effective date for the purposes of determining the period of 20 years. Improvements for the overall Redevelopment Project may be constructed prior to the development of later phases and eligible expenses from those improvements not covered by early phases may be applied to later phases for reimbursement by TIF funds generated in the later phases. Said taxes shall be divided as follows: a.That portion of the ad valorem tax which is produced by levy at the rate fixed each year by or for each public body upon the Redevelopment Project valuation shall be paid into the funds, of each such public body in the same proportion as all other taxes collected by or for the bodies; and b.That portion of the ad valorem tax on real property in the Redevelopment Project in excess of such amount, if any, shall be allocated to and, when collected, paid into a special fund of the CRA 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 CRA 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 CRA 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 TIF Note. Occupation Tax Enhanced Employment Area (EEA) and EEA Notes: This Redevelopment Plan includes a proposal for the designation of the Project Site as an Enhanced Employment Area (EEA) within the Extremely Blighted and Substandard Area. To designate the Project Site as an EEA pursuant to the Act, the Redevelopment Project Area cannot exceed six hundred acres. In addition, the EEA will need to result in at least fifteen (15) new employees and new investment of at least one million dollars ($1,000,000.00). Any business that has 135,000 square feet or more and annual gross sales of ten million dollars or more shall provide an employer-provided health benefit of at least three thousand dollars annually to all new employees who are working thirty hours per week or more on average and have been employed at least six months. [§18-2116] The Act authorizes the City and CRA to implement and provide grants for public improvements, public enhancements and redevelopment project improvements in order to accomplish the proposed Redevelopment Project within the EEA in accordance with the Grand Island Regular Meeting - 11/9/2022 Page 152 / 314 17 Redevelopment Plan. The City and CRA believes that the redevelopment of the Redevelopment Project Area and Enhanced Employment Area are in the vital and best interest of the City and is in furtherance of the health, safety, and welfare of its residents, and is in accordance with the public purposes and provisions of applicable laws. The CRA and the City will issue the Redeveloper EEA / Occupation Tax note(s), bond(s) or other form(s) of indebtedness (collectively “EEA Note”) in the amount of up to $36,763,000. The EEA Note proceeds will be used to pay for the design and installation of the above-described public improvements and public enhancements. The City may levy a general business occupation tax upon categories of businesses within the Enhanced Employment Area for the purpose of paying all or any part of the costs of the eligible improvements and enhancements. The City and CRA will pledge the EEA / Occupation Tax generated from the EEA to repay the EEA Notes. The Redeveloper expects the build out of the Project Site in Sub-Redevelopment Project Areas. The division of the EEA / Occupation Tax of the Project Site for each Sub- Redevelopment Project Area may be provided in the redevelopment contract. The EEA Note will be paid off on the earlier date of thirty years after the applicable effective date of each Sub-Redevelopment Project Area or whenever the applicable EEA / Occupation Tax indebtedness is repaid (“EEA / Occupation Tax Period”). The EEA Note will not be backed by or paid by the City, CRA or their taxpayers. In the event the EEA / Occupation Tax is not sufficient to pay off the EEA Note, the Redeveloper (or its lender) will be liable and not the City or CRA. This Redevelopment Plan does not provide for the capture of the EEA / Occupation Tax on any real estate other than the Project Site. CRA Funding Contribution: The CRA may file with the City an estimate of the amounts necessary to be appropriated by the City Council to defray the expense of the CRA and to defray any expenses of redevelopment plans and projects, including the payment of principal and interest on any bonds issued to pay the cost of any such redevelopment plans and projects. The Act authorizes the City to grant funds to the CRA for the purpose of carrying out any of the CRA’s powers and functions under the Act. To obtain funds for this purpose, the City may levy and collect taxes not to exceed two and six-tenths cents on each one hundred dollars upon the taxable value of the taxable property within the City and may issue and sell its bonds in the manner and within the limitations provided by the Act and prescribed by the laws of the State of Nebraska for any public purpose. [§18-2140] To assist in the implementation of this Redevelopment Project, the City and CRA may fund and pledge up to $4,000,000 for the purpose of paying all or any part of the costs of the eligible Redevelopment Project’s public improvements and enhancements as described herein. Grow Grand Island Contribution: Grand Island Regular Meeting - 11/9/2022 Page 153 / 314 18 Grow Grand Island, Inc. is a collaborative & comprehensive approach to growth and progress for the area. It focuses on 1) business growth and job creation; 2) skilled & sustainable workforce pipeline; 3) talent attraction & retention; 4) elevating the standard of living for residents; and 5) increasing engagement & collaboration. Its collaborative efforts include working with the Chamber of Commerce, Economic Development Corporation, Convention & Visitors Bureau, City of Grand Island and Hall County. The Redeveloper is seeking a $1.0 million public purpose grant from Grow Grand Island to bring the Redevelopment Project to fruition and generate new jobs, increase quality of life and boost Grand Island’s trade area and economic growth. City of Grand Island Contribution: To assist in the implementation of this Redevelopment Project, and the accompanying necessary and substantial public infrastructure costs, the City may fund $5,500,000 for the purpose of paying all or any part of the costs of the eligible public infrastructure costs and public improvements located in public right of way and easements. REDEVELOPMENT PLAN COMPLIES WITH THE ACT: The Community Development Law requires that a Redevelopment Plan and Project consider and comply with a number of requirements. This Redevelopment Plan meets the statutory qualifications as set forth below. 1.The Redevelopment Project Area has been declared Extremely Blighted and Substandard by action of the Grand Island City Council. Such Extremely Blighted and Substandard 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 (27) and §18-2110] Grand Island has adopted a general plan, known as the Comprehensive Plan on July 13, 2004, as amended (“Comprehensive Plan”). It is anticipated that any required changes to the overall plan of development for the Commercial Development Zone (CD) and Residential Development Zone (RD) will be interpreted as a change to the future land use map in the Comprehensive Plan. Thus, this Redevelopment Project will be consistent with the Comprehensive Plan. The Hall County Regional Planning Commission held a public hearing at their meeting on November 14, 2022 and passed Resolution 2023-05 confirming that this project is consistent with the Comprehensive Plan for the City of Grand Island. 3.The Redevelopment Plan must be sufficiently complete to address the following items: [§18-2111] Grand Island Regular Meeting - 11/9/2022 Page 154 / 314 19 a.Land Acquisition: This Redevelopment Plan for the Project Site provides for real property fee and leasehold acquisitions by the Redeveloper and other commercial entities. In appropriate situations, the City or CRA may assemble parcels and acquire the necessary fee titles, easements, leases, covenants and other property rights through voluntary negotiation in order to assist in repairs or rehabilitation of structures or improvements or to carry out plans for a program of voluntary or compulsory repair and rehabilitation of buildings or other improvements. If voluntary agreement is not possible and, to the extent permitted by law, the City or CRA may institute eminent domain proceedings. If the City or CRA dispose of any real property, it will be at fair value as required by the Act. b.Demolition and Removal of Structures: The Redevelopment Project requires the demolition of approximately 300,000 square feet of existing buildings structures and approximately 35 acres of parking lot improvements. c.Future Land Use Plan: The Commercial Development Zone (CD) and proposed Residential Development Zone (RD) will permit the Redevelopment Project’s land uses. The Redevelopment Project is located within the corporate limits of the City and conforms to the Comprehensive Plan with approval of proposed amendments. Said zoning will cause the Redevelopment Project to be in compliance with the Comprehensive Plan. [§18-2103(27), 18-2111 and §18-2112] d.Changes to zoning, street layouts and grades or building codes or ordinances or other Planning changes: The area is zoned Commercial Development Zone (CD). The property has historically been operated as an enclosed shopping center. The plan for a mixed-use Redevelopment Project at this location may require changes to the overall plan of development. New streets, storm drainage and other public improvements and enhancements are planned as part of the Redevelopment Project in a manner consistent with the Commercial Development Zone (CD). It is anticipated that the area identified as Project Area #2 will be rezoned for residential development. It is anticipated that TIF and EEA revenues will help offset the costs of those improvements. No changes are anticipated in building codes or ordinances. [§18-2103(b) and §18-2111] Grand Island Regular Meeting - 11/9/2022 Page 155 / 314 20 e.Site Coverage and Intensity of Use: The proposed Sub-Redevelopment Project Area will meet the Commercial Development Zone (CD) and Residential Development Zone (RD) coverage and intensity of use requirements. The overall planned density of the Redevelopment Project is less than permitted. [§18-2102 and §18-2111] f.Additional Public Facilities or Utilities: Sanitary sewer and water are available to support the Redevelopment Project. Both sanitary sewer and water will need to be updated and extended throughout the site. Electric utilities are sufficient for the proposed use of the Redevelopment Project Area. Electric and other utilities lines will need to be modified or extended throughout the property. Publicly and privately owned utilities are not expected to be negatively impacted by the Redevelopment Project. [§18-2103(28) and §18-2111] TIF and EEA / Occupation Tax revenues will be used to help offset the cost of any public and private utility improvements. 4.The Act requires a Redevelopment Plan provide for relocation of individuals and families displaced as a result of plan implementation: This Redevelopment Plan will not require the displacement or relocation of individuals or families. [§18-2103.02] 5.No member of the CRA nor any employee thereof holds any interest in any property in this Redevelopment Project Area. [§18-2106] No members of the CRA hold an interest in property within the Redevelopment Project Area. 6.Section 18-2114 of the Act requires that the CRA consider: (a) Method and cost of acquisition and preparation for redevelopment and estimated proceeds from disposal to the Redeveloper. See attached Exhibit A for Redevelopment Project Budget. The Redeveloper will acquire the initial Project Site for $16,000,000. In appropriate situations, the City or CRA may assemble parcels and acquire the necessary fee titles, easements, leases, covenants and other property rights in order to assist in repairs or rehabilitation of structures or improvements or to carry out plans for a program of voluntary or compulsory repair and rehabilitation of buildings or other improvements. The cost for rehabilitation and demolition of the existing structures are estimated at $39,600,000 and onsite improvements, including the extension of utilities are estimated at $8,800,000. TIF eligible expenses and EEA / Occupation Grand Island Regular Meeting - 11/9/2022 Page 156 / 314 21 Tax eligible expenses are estimated to exceed $67,000,000. Final figures shown in Exhibit A are estimates and subject to changes based upon specific site plans, design specifications, City approvals and public regulations. In appropriate situations, the City or CRA may assemble parcels and acquire the necessary fee titles, easements, leases, covenants and other property rights through voluntary negotiation in order to assist in repairs or rehabilitation of structures or improvements or to carry out plans for a program of voluntary or compulsory repair and rehabilitation of buildings or other improvements. (b) Statement of proposed method of financing the Redevelopment Project. Outside of the TIF, EEA / Occupation Tax, CRA Funding Contribution, Grow Grand Island Funding Contribution and City of Grand Island Funding Contribution as described above, the Redeveloper will provide all necessary financing for the balance of the Redevelopment Project. (c) Statement of feasible method of relocating displaced families. No families will be displaced as a result of this Redevelopment Plan. 7.Section 18-2113 of the Act requires: Prior to recommending a redevelopment plan to the governing body for approval, an CRA 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 CRA has considered these elements in proposing this Redevelopment Plan. This Redevelopment Plan in and of itself will promote consistency with the Comprehensive Plan. This will have the intended result of preventing recurring elements of unsafe buildings and blighting conditions. This will accomplish the goal of increasing the number of residential units, commercial development and recreational / entertainment opportunities within the City of Grand Island and encouraging infill development. 8. Time Frame for Development Grand Island Regular Meeting - 11/9/2022 Page 157 / 314 22 The Redevelopment Project is anticipated to begin in 2023. The Redevelopment Plan will include up to five Sub-Redevelopment Project Areas and will likely span the course of a maximum ten-year period between 2023 and 2033. It is anticipated that this Redevelopment Plan and the accompanying incentives facilitated to support the Redevelopment Plan will result in increased property values, sales taxes and significant economic stimulus to the City beginning in 2024 and continuing thereafter for decades to come – See attached Exhibit B. 9. Justification of Project (A)LOSS PREVENTION: As discussed in the Introduction above, the Conestoga Mall has been an integral part of Grand Island’s community for nearly 50 years, dating back to its original construction in 1971. However, with the rise of e-commerce, the loss of three of the four primary mall anchors and the lack of investment, the Existing Mall Property has struggled to thrive in this changing retail environment. The Existing Mall Property has been in steady decline with property tax valuations dropping approximately $10,000,000 (50%) over the past 20 years and tenant sales falling over 40% over the prior eight years. Grand Island Regular Meeting - 11/9/2022 Page 158 / 314 23 The Existing Mall Property is rapidly declining and without direct intervention, it is expected to continue to decay and progress in its Extremely Blighted and Substandard state. See Enclosed Exhibit D – Extremely Blighted Determination Study completed by Marvin Planning Consultants. Further, an asbestos inspection was conducted by Heartland Testing & Consulting, which details the significant asbestos remediation requirements. (B)FORWARD BENEFIT: The Retail Sales Impact Analysis for the Conestoga Mall Redevelopment, completed by Canyon Research (Exhibit C) (“Market Study”), estimated the Grand Island MSA retail sales leakage of between $61.4 million to $81.7 million. According to the Market Study, the proposed Conestoga Marketplace is forecast to generate stabilized annual sales of $150.9 to $165.1 million ($146.2 to $160.1 million excluding hotel sales), with net new sales to the City of Grand Island estimated to account for 42 to 51 percent of total annual sales. Proposed Conestoga Mall Redevelopment Estimated Sales Grand Island Regular Meeting - 11/9/2022 Page 159 / 314 24 Secondarily, the direct net new sales generated by the Redevelopment Project and captured by the City of Grand Island would also produce a spinoff effect on Grand Island’s retail market in the form of indirect sales, estimated at $24.6 million to $32.7 million. Lastly, based on the Redeveloper’s projections, and upon opening of all Sub-Project Redevelopment Areas, the Redevelopment Project would create approximately $2,295,844 in Annual Sales Tax Revenue for the City of Grand Island, $252,525 in additional Food & Beverage Occupation Tax shortly after the opening of Conestoga Marketplace and beginning in year 21 approximately $2,803,189 in additional property taxes. See attached Exhibit B for City of Grand Island Fiscal Benefit. 10. Cost Benefit Analysis: Section 18-2113 of the Act further requires the CRA to conduct a cost benefit analysis of the Redevelopment Plan in the event that TIF will be used. This analysis must address specific statutory issues. In addition to the analysis below, the attached Exhibit E provides for a detailed “But For” Analysis. As authorized by the Act the City analyzed the costs and benefits of the proposed Redevelopment Project, including: Project Sources and Uses. Approximately $73,519,829 in public funds from TIF, EEA / Occupation Tax, CRA Funding Contribution provided by the CRA and City, City of Grand Island Funding Contribution and Grow Grand Island Funding Contribution will be required to complete the Redevelopment Project. This investment by the City and CRA will leverage $148,065,000 in private sector financing for a total of $221,584,845. See attached Exhibit A for Redevelopment Plan Source and Use of Funds. Tax Revenue. The redeveloped 60 acre Project Site is anticipated to have a January 1, 2024, valuation of approximately $8,000,000. Based on the 2022 levy this would result in a real property tax of approximately $171,763. It is anticipated that the assessed value will increase by $107,100,000 upon full completion, as a result of the site redevelopment. This Redevelopment Project will result in an estimated tax increase of over $2,127,722 annually. Annual Sales Trade Area Low High Estimated Retail Sales* $146,250,850 $160,133,675 Primary Trade Area $51,187,798 $64,053,470 Secondary Trade Area $7,312,543 $11,209,357 Tertiary Trade Area $2,925,017 $6,405,347 Total Net New Sales $61,425,357 $81,668,174 % of Total 42.00%51.00% *Notes: Excludes Hotel Sales. Grand Island Regular Meeting - 11/9/2022 Page 160 / 314 25 The tax increment gained from the Project Site would not be available for use as city general tax revenues, for the period of the TIF Note, but would be used for eligible redevelopment improvements and enhancements to enable this Redevelopment Project to be realized. Estimated 2024 assessed value: $ 8,000,000 Estimated value after completion $ 107,100,000 Increment value $ 99,100,000 Annual TIF generated (estimated) $ 2,127,222 TIF Note issue $ 26,257,076 (a)Tax shifts resulting from the approval of the use of Tax Increment Financing; The Project Site currently has an estimated valuation of $8,000,000. The proposed Redevelopment Project will create additional valuation of $99,100,000 over the course of the next ten years. The Redevelopment Project creates additional valuation that will support taxing entities long after the Redevelopment Project is paid off along with providing approximately 305 additional housing units, modernized retail / commercial space and a state-of-the-art entrainment / recreational opportunity. The tax shift from the Redevelopment Project will be equal to the total of the TIF Note principal of $26,257,076 when fully funded and any associated interest on the TIF Note to be assigned with the redevelopment 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 wastewater facilities will not be negatively impacted by this Redevelopment Project. The utility systems have sufficient capacity to support the Redevelopment Project. The infill development will connect to existing and improved lines with capacity. Fire and police protection are available and should not be negatively impacted by this Redevelopment Project. Public transportation and public parks are also available and should not be negatively impacted by this Redevelopment Project. (c)Impacts on employers and employees of firms locating or expanding within the boundaries of the area of the Redevelopment Project; The Redevelopment Project will serve as a major catalyst for transforming the deteriorating mall, which is currently over 50% vacant, with three of the four major anchors vacating the mall and eliminating their accompanying employees. This Redevelopment Project will not only stop the existing deterioration but will reposition and expand Grand Island’s prime commercial and retail trade areas. The Redevelopment Project will be anchored by a nation’s top retail operator. At project stabilization, the new and existing retailers are expected to employ over 500 new full-time equivalent positions. In addition, construction employment on the anticipated Grand Island Regular Meeting - 11/9/2022 Page 161 / 314 26 $190,000,000 in construction costs will increase during the anticipated 24 – 48 months construction phases. (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 Redevelopment Project Area; and As outlined in the Market Study (Exhibit C), the Redevelopment Project is anticipated to create and additional $24.6 million to $32.7 million in ancillary “spin off” sales for surrounding businesses in the immediate area. This increased demand will result in additional employment opportunities within the immediate area. The construction of the Redevelopment Project over the build out period will provide incremental local sales to support construction and material workers during that time. This will also result in modest upward pressure for jobs in the service and retail sector in other parts of the City. (e)Impacts on the Student Populations of School Districts within the City. The Redevelopment Project includes residential development. Thus, there may be an increase in school age children and education cost impacts. The Grand Island Public School District will not receive taxes from the mixed-use Redevelopment Project built during the Tax Increment Period. To the extent that job opportunities may encourage the relocation of other families outside the Redevelopment Project Area with school-age students to the City, these students would likely be located across attendance areas and would have the benefit of the property taxes paid toward these residential units in the School District. After the TIF Bond is paid, or at the end of the respective 20 years of division of taxes, whichever is sooner, the increased valuation from the Redevelopment Project will be available to the School District as well as all the other taxing entities. The proposed development is expected to include 305 residential units ranging from 1 to 3 bedrooms in each units. The mix of unit types has not been determined. The average number of persons per household in Grand Island for 2017 to 2021 according the American Community Survey is 2.57. According current census numbers 20.2% of the population of Grand Island was between the ages of 5 and 18. If the averages hold it would be expected that 784 people would be housed at this location and there would be a maximum of 158 school age children generated by this development. The final mix of unit types is likely to result in a lower number of school age residents. (f) Any other impacts determined by the CRA to be relevant to the consideration of costs and benefits arising from the Redevelopment Project. Dating back to 2017, 25% of United States malls have closed their doors due to record- high vacancy rates, drops in foot traffic and lack of updated entertainment offerings. Changes in retail trade, shopping patterns and the impact of the COVID-19 pandemic also Grand Island Regular Meeting - 11/9/2022 Page 162 / 314 27 created issues. As with countless other shopping centers, Conestoga Mall has struggled via its exposure to faltering anchor Tenants, including Younker’s, JC Penney, and Sears. While the use of TIF will defer the incremental ad valorem real property taxes generated by the Redevelopment Project for up to 20 years, there will be additional revenue generated by the Redevelopment Project. For example, increase sales taxes paid by customers, employees and neighbors dining, shopping and using services. This Redevelopment Project will also require substantial purchases of materials during construction. A sizable portion of the construction materials delivered to the construction site will be subject to local sales tax of 1.5%. Materials purchased will result in increased local sales tax which will benefit the City. EXHIBIT A Redevelopment Plan Budget TOTAL PROPERTY ACQUISITION $16,000,000 $0 $5,000,000 $11,000,000 $0 $0 $0 TOTAL SITE PREPERATION $4,450,000 $0 $0 $4,450,000 $0 $0 $0 TOTAL UTILITY / SITE WORK $8,784,845 $0 $1,160,000 $2,124,845 $0 $0 $5,500,000 TOTAL HARD CONSTRUCTION COSTS $180,350,000 $139,065,016 $17,097,076 $19,187,908 $4,000,000 $1,000,000 $0 TOTAL SOFT COSTS $12,000,000 $9,000,000 $3,000,000 $0 $0 $0 $0 TOTALS:$221,584,845 $148,065,016 $26,257,076 $36,762,753 $4,000,000 $1,000,000 $5,500,000 REDEVELOPMENT PROJECT BUDGET - CONESTOGA MARKETPLACE CRA CITY OF GRAND ISLAND FUNDS CATEGORY TOTAL PROJECT COSTS PRIVATELY FUNDED EEA TIF GROW GRAND ISLAND Grand Island Regular Meeting - 11/9/2022 Page 163 / 314 28 EXHIBIT B City Benefit Grand Island Regular Meeting - 11/9/2022 Page 164 / 314 29 EXHIBIT B [CONTINUED] Grand Island Regular Meeting - 11/9/2022 Page 165 / 314 30 EXHIBIT C [Enclosed Market Retail Study – Canyon Research] Grand Island Regular Meeting - 11/9/2022 Page 166 / 314 31 EXHIBIT D [Enclosed (i) Blight and Substandard Study and (ii) Extremely Blighted Determination Study, City of Grand Island, Nebraska, dated August, 2022, prepared by Marvin Planning Consultants, Inc and Kurt Elder, AICP]. Grand Island Regular Meeting - 11/9/2022 Page 167 / 314 32 EXHIBIT E [Enclosed “But For – Analysis”] Grand Island Regular Meeting - 11/9/2022 Page 168 / 314 Prepared For: Woodsonia Hwy 281, LLC Canyon Research Southwest, Inc. 505 Ellicott Street, Suite A202 Buffalo, NY 14203 October 2022 RETAIL SALES IMPACT ANALYSIS Conestoga Mall Redevelopment Grand Island, Nebraska Grand Island Regular Meeting - 11/9/2022 Page 169 / 314 CANYON RESEARCH SOUTHWEST, INC. COMMERCIAL REAL ESTATE RESEARCH AND ANALYSIS 505 ELLICOTT STREET, SUITE A202 / BUFFALO, NY 14203 / (716) 327-5576 RETAIL SALES IMPACT ANALYSIS CONESTOGA MALL REDEVELOPMENT 13th STREET AND U.S. HIGHWAY 281 GRAND ISLAND, NEBRASKA October 2022 Prepared for: Woodsonia Hwy 281, LLC 20010 Manderson Street, Suite 101 Elkhorn, NE 68022 Prepared by: Canyon Research Southwest, Inc. 505 Ellicott Street, Suite A202 Buffalo, NY 14202 PR# 2022.09.02 Grand Island Regular Meeting - 11/9/2022 Page 170 / 314 CANYON RESEARCH SOUTHWEST, INC. COMMERCIAL REAL ESTATE RESEARCH AND ANALYSIS 505 ELLICOTT STREET, SUITE A202 / BUFFALO, NY 14203 / (716) 327-5576 October 3, 2022 Drew Snyder Woodsonia Hwy 281, LLC 20010 Manderson Street, Suite 101 Elkhorn, NE 68022 Re: Request for Proposal – Retail Sales Impact Study Conestoga Mall Redevelopment; Grand Island, Nebraska Mr. Snyder, Canyon Research Southwest, Inc. has prepared the attached Retail Sales Impact Analysis for a proposed for the proposed redevelopment of Conestoga Mall located at 13th Street and U.S. Highway 281 in Grand Island, Nebraska. The purpose of study is to estimate sales for the proposed New Anchor Store (“New Anchor Store”), entertainment, retail shops, restaurants, and hotel and net new sales captured by the City of Grand Island, Nebraska. Upon review of the report, should any questions arise, or additional information requested, contact me directly at (716) 327-5576. Respectfully submitted, CANYON RESEARCH SOUTHWEST, INC. Eric S. Lander, Principal Grand Island Regular Meeting - 11/9/2022 Page 171 / 314 Canyon Research Southwest, Inc. i T A B L E O F C O N T E N T S Page # SUMMARY OF MAJOR FINDINGS ............................................... ii INTRODUCTION .................................................................................... 1 Study Objective and Organization .......................................................... 1 Project Overview ..................................................................................... 1 DEMOGRAPHIC ANALYSIS ............................................................. 4 Trade Area Defined ................................................................................. 4 Population Growth Trends ....................................................................... 6 Population Age Distribution Trends ....................................................... 7 Educational Attainment ........................................................................... 8 Household Income ................................................................................... 9 RETAIL MARKET ANALYSIS ......................................................... 10 Grand Island Sales Tax Collections ........................................................ 10 Grand Island Retail Market Overview .................................................... 10 Trade Area Capture ................................................................................. 14 Retail Pull Factor ..................................................................................... 15 Trade Area Retail Sales ........................................................................... 15 SITE EVALUATION .............................................................................. 17 RETAIL SALES ESTIMATES ........................................................... 19 Forecast Retail Sales ................................................................................ 20 Net New Sales Capture ........................................................................... 23 Conclusions ............................................................................................. 24 ADDENDA ................................................................................................. 25 Exhibit A: Canyon Research Southwest, Inc. Client Roster ................. 26 Exhibit B: Resume of Eric S. Lander, Principal ................................... 29 Canyon Research Southwest, Inc. Grand Island Regular Meeting - 11/9/2022 Page 172 / 314 Canyon Research Southwest, Inc. ii SUMMARY OF MAJOR FINDINGS Canyon Research Southwest, Inc. has prepared the attached Retail Sales Impact Analysis for the proposed redevelopment of Conestoga Mall located at 13th Street and U.S. Highway 281 in Grand Island, Nebraska. The study estimates sales for the proposed New Anchor Store, entertainment / theater operator, retail shops, restaurants, and hotel and net new sales captured by the City of Grand Island, Nebraska. The study’s major findings are summarized below. Trade Area Demographics The proposed redevelopment of the Conestoga Mall will support retail trade areas defined as a primary trade area within a 30-minute drive time, a secondary trade area within a 40-minute drive time, and a tertiary trade area within a 50-minute drive time. A trade area’s population demographics play a significant role in the demand for retail goods and services. Of specific importance to the level and composition of a trade area’s supportable retail market are population growth, age distribution, educational attainment, and household income. The primary trade area within a 30-minute drive from the Conestoga Mall site supports a current population of 92,493 residents, of which just 56.6 percent are Grand Island residents. The primary, secondary, and tertiary trade area population is estimated at 166,105, with the City of Grand Island accounting for just 31.5 percent of the total trade area population. Given Grand Island’s status as a region shopping destination, this population disparity suggests the city captures significant retail sales from nonresidents. The population groups having the greatest impact on future retail expenditures include children (0 to 14 years) and family/working adults (35-44 years). These age groups favor retail expenditures on apparel, accessories, groceries, sporting goods, music, consumer electronics, eating and drinking places, entertainment, and general merchandise. Trade area residents on average are slightly less educated than the statewide norm, supporting higher rates of high school graduates as the highest level of educational attainment and lower rates of residents 25 years and over possess an Associate degree of better. These lower educational attainment trends are common within rural communities. The trade area’s educational attainment rates will be more relevant on income levels than the retail expenditure patterns. The entire trade area’s median household income of $62,551 compares to the statewide median of $63,015, with slightly lower rates of households earning less than $35,000 and high-income households earning $100,000 or more. Households earning $35,000 to $99,999 annually account for 46.3 percent of the trade area households which exceeds the statewide rate. Income levels and purchasing power for trade area households are only marginally lower than the state. The net effect is achievable household retail expenditures comparable the state norm. Grand Island Regular Meeting - 11/9/2022 Page 173 / 314 Canyon Research Southwest, Inc. iii Competitive Retail Market Conditions Grand Island serves as a regional shopping destination attracting customers from well outside the City limits. Much of the reason for Grand Island’s regional draw is the presence of a large cluster of major retailers not operating stores within a 40+ minute drive time. Since fiscal year 2015-16, sales tax receipts collected by the City of Grand Island have increased at an impressive average annual rate of 11.8 percent. The strong gains in sales tax collections are an indication of Grand Island’s regional retail draw and the ability to attract shoppers and retail expenditures from outside the city limits. By the third quarter 2022 the inventory of retail space in the Grand Island market totaled 5.15 million square feet, operating at a healthy vacancy rate of 5.5 percent. From 2010 through 2021, 202,305 square feet of retail space was constructed in the Grand Island market and 232,761 square feet of retail space was absorbed. With net space absorption outpacing new additions to supply, the overall retail vacancy rate for the Grand Island market has remained healthy. Grand Island supports two principal retail corridors. Locust Avenue south of Bismark Road represents the older commercial corridor featuring a mix of chain restaurants, strip centers, and hotels. Highway 281 represents the new retail corridor with large-scale shopping centers such as Northwest Commons, Eagle Run, Grand Corners, and Conestoga Mall anchored by national big- box retailers. Notable retailers operating along Highway 281 include Walmart, Sam’s Club, Dillard’s, Best Buy, Kohl’s, TJ Maxx, Home Depot, and Menards. Grand Island’s resident population of 52,335 and estimated TAC of 74,239 residents illustrates the city’s well above average capture of retail sales from nonresidents. The large concentration of national retailers and distance to alternative shopping destinations in Lincoln, Omaha, and Kearney accounts for the high trade area capture. Grand Island’s pull factor of 1.42 indicates a retail sales capture at a rate 42 percent greater than the statewide average. The pull factor suggests that nonresidents have a significant impact on Grand Island’s taxable retail sales. Conestoga Mall’s location within a regional shopping destination in the heart of the Highway 281 retail corridor offers the site characteristics that are favorable for supporting redevelopment with a mix of anchor retailers, entertainment, small shops, and restaurant uses. Retail Sales Estimates Based on trade area demographics, the status of Grand Island as a regional shopping destination, and the level of direct competition, stabilized sales for the proposed redevelopment of Conestoga Mall are estimated at $151 to $165 million. Net new retail sales (excludes hotel revenues) to the City of Grand Island are estimated to account for 42 to 51 percent of total store sales, amounting to $61.4 million to $81.7 million. These additional net new sales captured by the City of Grand Island would prove to increase the City’s pull factor from a current rate of 1.42 to a range of 1.48 to 1.50. Grand Island Regular Meeting - 11/9/2022 Page 174 / 314 Canyon Research Southwest, Inc. iv The direct net new sales generated by the proposed Conestoga Mall redevelopment and captured by the City of Grand Island would also produce a spinoff effect on Grand Island’s retail market in the form of indirect sales, estimated at $24.6 million to $32.7 million annually. Proposed Conestoga Mall Redevelopment Estimated Out-of-Town Sales Annual Sales Trade Area Low High Estimated Retail Sales $146,250,850 $160,133,675 Primary Trade Area $51,187,798 $64,053,470 Secondary Trade Area $7,312,543 $11,209,357 Tertiary Trade Area $2,925,017 $6,405,347 Total Out-of-Town Sales $61,425,357 $81,668,174 % of Total 42.0% 51.0% Notes: *Excludes hotel sales. Grand Island Regular Meeting - 11/9/2022 Page 175 / 314 Canyon Research Southwest, Inc. viii RETAIL SALES IMPACT ANALYSIS CONESTOGA MALL REDEVELOPMENT 13th STREET AND HIGHWAY 281 GRAND ISLAND, NEBRASKA October 2022 Grand Island Regular Meeting - 11/9/2022 Page 176 / 314 Canyon Research Southwest, Inc. 1 INTRODUCTION Study Objective and Organization Plans call for redevelopment of Conestoga Mall located at 13th Street and Highway 281 in Grand Island, Nebraska. The purpose of Retail Sales Impact Analysis is to estimate the sales for the proposed New Anchor Store, entertainment / theater operator, retail shops, restaurants, and hotel and net new sales captured by the City of Grand Island, Nebraska. The Retail Sales Impact Analysis is segmented into four sections, including: 1) a trade area demographic analysis, 2) retail market analysis, 3) site evaluation, and 4) retail sales projections for the New Anchor Store, entertainment / theater operator, junior anchors, and restaurants. The Demographic and Economic Analysis section will identify the trade area’s demographic characteristics including population and household growth trends, household types, household incomes, and educational attainment. The trade area’s demographic profile affects consumer spending patterns. The Retail Market Analysis section measures Grand Island’s historic trends in retail sales, trade area capture, retail pull factor, survey of existing major anchor and junior anchor stores, movie theaters, and national chain restaurants operating in Grand Island, and trade area retail sales for department stores, junior anchors, entertainment, and restaurants. The Site Analysis evaluates the property’s ability to facilitate redevelopment of the Conestoga Mall into the proposed anchored shopping center. Evaluation criteria include parcel size; visibility and exposure; accessibility; traffic counts; critical mass of retail space; and direct competition. Based on the study findings annual retail sales at stabilization for the proposed retail components will be forecast and net new sales captured by the City of Grand Island estimated. Project Overview Conestoga Mall is an enclosed shopping mall located at 13th Street and Highway 281 in Grand Island, Nebraska. Ericson Development of Edina, Minnesota, built the mall in 1974, anchored by Miller & Paine and Brandeis. Later mall expansions brought Sears, JC Penney, and J.M. McDonald, a regional department store chain. Dillard’s purchased Miller & Paine in 1988, and Younkers purchased Brandeis in 1987. Best Buy serves as a junior anchor, located in a portion of the former J.M. McDonald space. At 545,000 square feet of retail space on 57 acres, Conestoga Mall is the largest enclosed shopping mall between Lincoln, Nebraska and Denver, Colorado. The Younkers store closed in August 2018 with the liquidation of its owner, Bon-Ton Stores. The Sears store closed in early 2019 as part of the retailer’s plan to close 40 stores. The JC Penney store closed in October 2020. Dillard’s is the mall’s only remaining anchor tenant. Other notable mall tenants include AMC Theatres, American Eagle Outfitters, Bath & Body Works, Buckle, Foot Locker, JoAnn Fabrics, Maurices, and rue21. Grand Island Regular Meeting - 11/9/2022 Page 177 / 314 Canyon Research Southwest, Inc. 2 In 2003, J. Herzog & sons purchased the mall from the Richard E. Jacobs Group and in 2017, New York-based Namdar Realty Group purchased the property. Woodsonia Hwy 281, LLC has plans to redevelop the 50.6-acre Conestoga Mall property with the conceptual project plan depicted on page 3. Referred to as the Conestoga Marketplace, the plan calls for the mall property to be transformed into a mixed-use development featuring anchor tenants, small shop space, ten outparcels accommodating restaurants and retail shops, a 150-room hotel, and 304 apartment units over structured parking. At build-out, the Conestoga Marketplace will occupy 366,938 square feet of retail space, 150 hotel rooms, and 304 apartment units. Approximately 150,000 square feet of the mall’s existing retail space will remain and be upgraded to include the 25,000 square foot Best Buy store, 38,000 square foot movie theatre/entertainment complex, and 87,000 square feet of shop space. A new 147,863 square foot New Anchor Store will serve as the project’s major anchor tenant. Conestoga Mall Redevelopment Plan Building Dwelling Hotel Lot # Acres Use Sq. Ft. Units Rooms 1A 1.2 Outparcel - Restaurant 4,900 1B 2.0 Outparcel - Retail Shops 14,000 1C 1.4 Outparcel - Retail Shops 10,000 1D 2.7 Hotel 150 2 0.9 Outparcel - Restaurant 2,275 3 12.9 Existing Mall Shops 87,000 Existing Best Buy 25,000 Movie Theatre/Entertainment Complex 38,000 4 1.2 Outparcel - Retail Shops 8,400 5 1.7 Outparcel - Restaurant 6,400 6 1.8 Outparcel - Restaurant 6,400 7 0.9 Outparcel - Restaurant 3,600 8 1.4 Outparcel - Restaurant 4,000 9 1.6 Outparcel - Restaurant 9,100 10 12.3 Anchor Store 147,863 11 7.5 Apartments 304 Totals 49.5 366,938 304 150 Grand Island Regular Meeting - 11/9/2022 Page 178 / 314 Canyon Research Southwest, Inc. 3 Grand Island Regular Meeting - 11/9/2022 Page 179 / 314 Canyon Research Southwest, Inc. 4 DEMOGRAPHIC ANALYSIS This section of the report examines consumer-related demographic factors impacting the proposed redevelopment of the Conestoga Mall into the Conestoga Marketplace, including population and household growth trends, age distribution, educational attainment, and household income. Demographic data was provided by Esri Business Analyst, a national demographic research firm. Quantifying these demographic characteristics will assist in projecting future sales for the proposed redeveloped Conestoga Marketplace. Trade Area Defined Customers residing closest to the proposed Conestoga Marketplace will have the greatest impact on store sales, with customer influence diminishing as the distance increases. Trade areas are usually divided into three categories or zones of influence, each of which is defined below. Primary Trade Area: The primary trade area draws 70 to 80 percent of a retail store’s regular customers. Secondary Trade Area: The secondary trade area generates about 15 to 20 percent of a store’s total sales. Tertiary Trade Area: The tertiary trade area forms the broadest area from which a store draws customers. The tertiary trade area generates a small percentage of store sales. Grand Island, Nebraska serves as a regional shopping destination for south-central Nebraska. Other factors influencing the retail trade area composition include the location of sister stores, extent of direct competition, area transportation network and drive times, population density, and geographic barriers. Target, for example, operates 14 stores in Nebraska, including six in Omaha and three in Lincoln. The closest Target stores to Grand Island is in Kearney, Nebraska 43 miles to the west along Interstate 80. The closest Target store to the east is in Lincoln, 99 miles from Grand Island. For further comparison, Walmart operates 42 stores in Nebraska with two locations in Grand Island. The closest other Walmart stores are in Hastings 21 miles to the south, York 40 miles to the east, and Kearney 41 miles to the west Grand Island’s regional transportation network includes Interstate 80 providing east-west access throughout Nebraska, linking Grand Island with Lincoln and Omaha to the east and Kearney to the west. U.S. Highways 281/34 provide north-south access to such area cities as Hastings, Doniphan, and St. Paul. Therefore, the Conestoga Marketplace site benefits from excellent regional access and the opportunity to capitalize on a large trade area population and customer base. The retail trade areas for the proposed Conestoga Marketplace are defined as a primary trade area within a 30-minute drive time, a secondary trade area within a 40-minute drive time, and a tertiary trade area within a 50-minute drive time. The trade areas boundaries are illustrated on the following page. Grand Island Regular Meeting - 11/9/2022 Page 180 / 314 Canyon Research Southwest, Inc. 5 Conestoga Marketplace Retail Trade Areas . A trade area’s population demographics play a significant role in the demand for retail goods and services. Of specific importance to the level and composition of a trade area’s supportable retail market are population growth, age distribution, educational attainment, and household income. The balance of this section of the study will address the Conestoga Mall’s trade area demographics. Grand Island Regular Meeting - 11/9/2022 Page 181 / 314 Canyon Research Southwest, Inc. 6 Population Growth Trends Trade area population size and growth are key components for quantifying supportable retail sales volumes. The table below outlines trade area population growth from 2010 through 2022 as well as 5-year population projections through 2027. Trade Area Population Trends Trade Area Total Year Primary Secondary Tertiary Population 2010 Census 86,814 27,129 44,466 158,409 2020 Census 91,771 26,889 46,431 165,091 2022 Estimate 92,493 26,775 46,837 166,105 2027 Forecast 92,104 26,750 47,440 166,294 Source: Esri Business Analyst. From 2010 to 2022, the entire trade area within a 50-minute drive time recorded steady population growth, increasing by 4.9 percent, adding nearly 7,700 new residents. By 2022, the primary, secondary, and tertiary trade area population totaled 166,105. The trade area’s steady population growth has fueled a growing demand for retail goods and services and the size of the population is sufficient to support a diverse and deep retail market. From 2022 through 2027, Esri Business Analyst forecasts the trade area population to remain flat, reaching 166,294 residents. The City of Grand Island with 52,335 residents (U.S. Census estimate as of July 1, 2021) accounts for just 31.5 percent of the total trade area population. Given Grand Island’s status as a region shopping destination, this population disparity suggests the city captures significant retail sales from nonresidents. The primary trade area within a 30-minute drive time from the Conestoga Mall site supports a current population of 92,493 residents, of which 56.6 percent are Grand Island residents. From 2010 to 2022, the primary trade area population increased by 6.5 percent, adding 5,679 residents. By 2027, the primary trade population is forecast to decrease by 0.4 percent. The primary trade area population outside of Grand Island consists primarily of rural communities with a limited retail base, providing the opportunity to capture retail sales from outside of the city. The secondary trade area within a 30- to 40-minute drive from the Conestoga Mall site supports a current population of 26,775 residents, totaling 119,268 residents within a 40-minute drive time. From 2010 to 2022, the secondary trade area population declined by 1.3 percent. Grand Island Regular Meeting - 11/9/2022 Page 182 / 314 Canyon Research Southwest, Inc. 7 Population Age Distribution Trends The age composition of a community’s population plays a significant role in expenditures for retail goods and services. As a person ages their retail needs change. Each age group is at a different stage in life and possesses differing retail needs. The trade area population age distribution for 2022 is summarized in the table below by six primary age groups, including children (0-14 years), adolescent (15-24 years), young adults (25 to 34 years), family/working adults (35-44 years); empty nesters (45-64 years) and elderly (65+ years). Each age group possesses distinctively different consumption and housing needs. Trade Area Population Age Distribution; 2022 Trade Area State Age Group Primary Secondary Tertiary Average 0-14 Years 20.4% 20.0% 19.5% 20.7% 15-24 Years 12.1% 12.1% 13.1% 13.9% 25-34 Years 12.9% 12.7% 13.4% 13.3% 35-44 Years 12.1% 11.9% 11.8% 12.5% 45-64 Years 24.3% 24.7% 23.9% 24.1% 65+ Years 18.0% 18.6% 18.3% 15.6% Source: Esri Business Analyst. Children ages 0 to 14 years are not consumers per say, but their presence within a household generates retail expenditures on apparel, accessories, and groceries. This age group accounts for 19.5 percent to 20.4 percent of the trade area population which is slightly lower the statewide average of 20.7 percent. The adolescent population ages 15 to 24 is a key demographic for supporting the sales of apparel and accessories, groceries, sporting goods, music, consumer electronics, eating and drinking places, and general merchandise. Adolescents account for 12.1 percent to 13.1 percent of the Andover population. By comparison, adolescents account for 13.9 percent of the Nebraska population. Young adults aged 25 to 34 years generally are new to the workforce. These tech savvy young adults are heavy consumers of electronics, apparel and accessories, and entertainment. Young adults account for 12.7 percent to 13.4 percent of the trade area population which compares to the statewide rate of 13.3 percent. The population ages 35 to 44 are in their child raising and principal consumer years, with expenditures favoring hardware, furniture and home furnishings, consumer electronics, department stores, and eating and drinking places. Family/working adults account for 11.8 percent to 12.1 percent of the trade area population, compared to 12.5 percent of the statewide population. Grand Island Regular Meeting - 11/9/2022 Page 183 / 314 Canyon Research Southwest, Inc. 8 The empty nester population includes those individuals ages 45 to 64 years. The trade area’s population ages 45 to 64 years account for 23.9 percent to 24.7 percent of the total population, compared to 24.1 percent statewide. These empty nester age groups provide opportunities for restaurants, entertainment, travel, and healthcare services. According to the U.S. Department of Labor, per capita retail expenditures by seniors 65+ years old is 18 percent lower than those under the age of 35 years and 41 percent lower than people ages 35 to 64 years. Residents 65+ years of age account for 18.0 percent to 18.6 percent of the Andover population, compared to 15.6 percent of the statewide population. The senior population poses a growing market for healthcare goods and services. The trade area’s age composition, except for a slightly larger senior population, is consistent with the statewide norm and indicates it is a community of young families with children. The trade area population’s age distribution is favorable for retail expenditures on apparel, accessories, groceries, sporting goods, music, consumer electronics, eating and drinking places, entertainment, and general merchandise. Educational Attainment Because income increases with advancing educational attainment communities with high education levels support higher levels of retail expenditures. Trade area residents on average are slightly less educated than the statewide norm, supporting higher rates of high school graduates as the highest level of educational attainment and lower rates of residents 25 years and over possess an Associate degree of better. These lower educational attainment trends are common within rural communities. The trade area’s educational attainment rates will be more relevant on income levels than the retail expenditure patterns. Trade Area Educational Attainment Levels For Residents 25 Years and Over Trade Area State of Highest Education Level Obtained Primary Secondary Tertiary Nebraska Less than 9th Grade 4.2% 4.0% 3.5% 3.8% 9th - 12th Grade, No Diploma 6.3% 5.9% 5.2% 4.6% High School Graduate / GED 31.1% 31.2% 30.1% 25.7% Some College, No Degree 21.8% 22.3% 22.1% 22.7% Associate Degree 11.5% 12.0% 12.1% 10.7% Bachelor's Degree 17.2% 16.9% 18.7% 21.4% Graduate / Professional Degree 7.9% 7.7% 8.5% 11.1% Source: U.S. Census Bureau and Esri Business Analyst. Grand Island Regular Meeting - 11/9/2022 Page 184 / 314 Canyon Research Southwest, Inc. 9 Household Income The table below summarizes 2018 household income comparisons for the trade area and State of Nebraska. The U.S. Census Bureau estimated the median household income for Nebraska of $63,015. Trends in Households by Income Trade Areas vs. State of Nebraska Trade Area State of Income Bracket Primary Secondary Tertiary Nebraska Less than $15,000 8.9% 8.9% 8.8% 8.8% $15,000 - $24,999 7.8% 7.9% 8.2% 8.2% $25,000 - $34,999 8.8% 8.8% 8.6% 9.2% $35,000 - $49,999 13.2% 13.3% 12.7% 13.3% $50,000 - $74,999 19.6% 19.5% 19.4% 19.3% $75,000 - $99,999 16.1% 15.8% 15.8% 14.1% $100,000 - $149,999 15.5% 16.1% 16.5% 15.9% $150,000 - $199,999 6.3% 6.2% 6.4% 6.1% $200,000+ 3.8% 3.5% 3.5% 5.2% Totals 100.0% 100.0% 100.0% 100.0% Median Household Income $61,903 $61.823 $62,511 $63,015 Source: U.S. Census and Esri Business Analyst, Households earning less than $35,000 annually possess low purchasing power while high-income households earning $100,000 or more possess much higher purchasing power and represent a market for luxury automobiles, retail goods and services, travel, and entertainment. The primary trade area’s median household income of $61,903 compares to the statewide median of $63,015, with slightly lower rates of households earning less than $35,000 and high-income households earning $100,000 or more. An estimated 25.6 percent of secondary trade area households earn less than $35,000 annually compared to 26.2 percent for Nebraska. High-income households earning $100,000 or more account for 25.8 percent of primary trade area households compared to 27.2 percent statewide. For the entire trade area an estimated 25.6 percent of households earn less than $35,000 compared to 26.2 percent for Nebraska. High-income households earning $100,000 or more account for 26.4 percent of all trade area households compared to 27.2 percent statewide. To conclude, income levels and purchasing power for trade area households are only marginally lower than the state. The net effect is achievable household retail expenditures comparable the state norm. Grand Island Regular Meeting - 11/9/2022 Page 185 / 314 Canyon Research Southwest, Inc. 10 RETAIL MARKET ANALYSIS The Retail Market Analysis quantifies the ability of Grand Island to support additional near-term retail development. In doing so, the study provides historic trends in City sales tax collections, competitive retail market overview, trade area capture, retail pull factor trends, and traded area home improvement supplies sales. Grand Island Sales Tax Collections The City of Grand Island provided actual sales tax receipts for fiscal years 2015-2016 through 2021-2022. The bar chart below provides an illustration of historical fiscal year trends in the City’s sales tax receipts. From fiscal year 2015-16 to fiscal year 2020-21, sales tax receipts collected by the City of Grand Island increased by 58.1 percent, reaching $25.9 million. Through the first eleven months of fiscal year 2021-22 sales tax receipts were up $3.0 million, or 12.7 percent over the same 11-month timeframe during the prior fiscal year. The steady gains in sales tax collections are an indication of Grand Island’s regional retail draw and the ability to attract shoppers and retail expenditures from outside the city limits. Grand Island Retail Market Overview According to the Grand Island Retail Market Report published by CoStar, the Conestoga Mall is located within the Grand Island market that consists of the City of Grand Island and several surrounding rural communities such as St. Paul, Palmer, Central City, Doniphan, and Alda. The boundaries of the Grand Island market are illustrated on the following page. $16,388,423 $16,331,201 $16,025,736 $18,508,324 $23,248,037 $25,911,090 $26,550,583 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 City of Grand Island FY Sales Tax Receipts Grand Island Regular Meeting - 11/9/2022 Page 186 / 314 Canyon Research Southwest, Inc. 11 By the third quarter 2022 the inventory of retail space in the Grand Island market totaled 5.15 million square feet. General retail and neighborhood center space accounted for all 3.89 million square feet and 659,282 square feet, respectively. The table below provides operating data for the Grand Island market by shopping center type for the third quarter 2022. Grand Island, Nebraska Market Retail Market Conditions; 2022 Q3 Building Vacancy Average Absorption Space Center Type Sq. Ft. Rate Rent 2022 YTD U/C Malls 540,733 41.6% $7.69 -5,266 0 Power Center 0 0 Neighborhood Center 659,282 8.0% $10.25 -4,879 0 Strip Center 64,363 0.0% $10.13 0 0 General Retail 3,885,851 0.1% $11.74 7,674 0 Totals 5,150,229 5.5% $11.10 -2,471 0 Source: CoStar. By the third quarter 2022, the Grand Island market was operating at a healthy vacancy rate of 5.5 percent. Mall space was operating at a vacancy rate of 41.6 percent with approximately 225,000 square feet of space unoccupied. Strip center space is fully occupied with general retail space operating at a vacancy rate of 0.1 percent. Neighborhood centers are most overbuilt operating at vacancy of 8.0 percent. Through the third quarter 2022, the Grand Island market experienced negative absorption of 2,471 square feet of retail space. No retail space is currently under construction within the Grand Island market. Grand Island Regular Meeting - 11/9/2022 Page 187 / 314 Canyon Research Southwest, Inc. 12 From 2010 through 2021, Costar reported 202,305 square feet of retail space was constructed in the Grand Island market. Retail construction peaked in 2016 and 2017 with the completion of 102,040 square feet of space. New retail construction activity has declined significantly since 2018 with the addition of just 21,657 square feet of space. From 2010 through 2021, Costar reported 232,761 square feet of retail space was absorbed in the Grand Island market. Retail space absorption peaked in 2015, 2017, and 2021. Despite the negative impact of the COVID-19 pandemic had on the retail industry, during 2020 and 2021 tenant demand was strong in the Grand Island market with net absorption of retail space totaling 176,260 square feet of space. 48,705 -53,736 45,965 -6,918 -170,234 196,084 -9,693 154,786 43 -148,501 24,492 151,768 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Grand Island Retail Market Trends in New Inventory (Sq. Ft.) 48,705 -53,736 45,965 -6,918 -170,234 196,084 -9,693 154,786 43 -148,501 24,492 151,768 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Grand Island Retail Market Trends in Space Absorption (Sq. Ft.) Grand Island Regular Meeting - 11/9/2022 Page 188 / 314 Canyon Research Southwest, Inc. 13 The City of Grand Island supports two principal retail corridors. Locust Avenue south of Bismark Road represents the older commercial corridor featuring a mix of chain restaurants, strip centers, and hotels. Highway 281 on the far west side of Grand Island from U.S. Highway 30 north to Capital Avenue represents the new retail corridor with large-scale shopping centers such as Northwest Commons, Eagle Run, Grand Corners, and Conestoga Mall anchored by national big- box retailers. Notable retailers operating along Highway 281 include Walmart, Sam’s Club, Dillard’s, Best Buy, Kohl’s, TJ Maxx, Home Depot, and Menards. Highway 281 Corridor Major Retailers Department Major Junior Restaurant Stores Anchors Anchors Chains Dillard’s Walmart Dick's Sporting Goods Applebee's Sam's Club Hibbett Sports Buffalo Wild Wings Home Depot Petco Perkins Menard's Kohl's Red Lobster TJ Maxx Olive Garden Best Buy Sonic Office Max Taco Bell Ashley Homestore Texas Roadhouse Burlington Wendy's Hobby Lobby IHOP Culver’s Raising Cane’s Located on U.S. Highway 281 between State Street and Capital Avenue, Northwest Commons is a redevelopment of the original enclosed Grand Island Mall. In addition to three new outparcels, the development includes over 150,000 square feet of junior anchor and shops space designed with a “main street” layout. Anchor tenants for Northwest Commons include Dick’s Sporting Goods, Hibbett Sports, Shopko, Petco, and Burlington. The Eagle Run shopping center at U.S. Highway 281 and Faidley Avenue is anchored by Home Depot and Ashley Homestore. Outparcel tenants include Buffalo Wild Wings, Olive Garden, Panda Express, Panera Bread, Verizon, Exchange Bank, Freddy’s Frozen Custard, and Raising Canes. Conestoga Mall’s location within a regional shopping destination in the heart of the Highway 281 retail corridor offers the site characteristics that are favorable for supporting redevelopment with a mix of big-box retailers, small shops, entertainment, and restaurant uses. Grand Island Regular Meeting - 11/9/2022 Page 189 / 314 Canyon Research Southwest, Inc. 14 Trade Area Capture Information about a community’s retail trade area can help assess the ability of local merchants to attract and capture the retail business of residents. The trade area capture (“TAC”) is an estimate of the number of people who shop in the local area during a certain period. TAC assumes that residents will buy goods at the same rate as the state average, and that the only force that causes a variation in spending patterns is income. The formula for calculating TAC is: TAC = Community’s Actual Retail Sales State Per Capita Sales X Community’s Per Capita Income/State Per Capita Income If the TAC estimate is larger than the community’s population, it suggests: 1) the community is attracting customers outside its boundaries or 2) residents of the community are spending more than the state average. If the estimate is smaller than the community’s population: 1) the community is losing its customers to other regions for retail purchases or 2) residents of the community are spending less than the state average. During FY 2020-21, the City of Grand Island’s sales tax collections totaled $25,911,090. At the City sales tax rate of 2.0 percent, taxable retail sales amounted to $1.3 billion. During 2021, non-automobile taxable retail sales in Nebraska totaled $39,902,075,895. The U.S. Census estimated the population for Nebraska at 1,963,692 residents, equating to per capita sales of $20,320. According to the U.S. Census Bureau, Grand Island’s population is estimated at 52,335 residents with a per capita income of $28,517. The U.S. Census estimated the population for Nebraska at 1,963,692 residents and per capita income of $33,205. $1,295,554,500 Trade Area Capture = $20,320 x ($28,517 / $33,205) = 74,239 Residents Grand Island’s resident population of 52,335 and estimated TAC of 74,239 residents illustrates the city’s well above average capture of retail sales from nonresidents. Grand Island’s large concentration of national retailers that operate along the Highway 281 corridor and distance to alternative shopping destinations in Lincoln, Omaha, and Kearney accounts for the high trade area capture. Grand Island Regular Meeting - 11/9/2022 Page 190 / 314 Canyon Research Southwest, Inc. 15 Retail Pull Factor Pull factors (“PF”) measure a community’s ability to attract shoppers, residents and non-residents alike, to make retail purchases within the community. A pull factor is a measure of the strength of a community’s retail trade, based on a comparison of local spending in relation to that of a wider geographic area (e.g., the state), with a measure of 1.0 representing a perfect balance. A pull factor greater than 1.0 indicates that the community is pulling in retail sales from beyond its boundaries and the balance of trade is favorable. Alternatively, a pull factor less than 1.0 indicates that the community is not capturing local shoppers and is experiencing retail sales leakage. Pull factors are calculated by dividing the TAC by the community’s population. PF = Trade Area Capture Community Population Grand Island’s pull factor was calculated by dividing the TAC population of 74,239 by the estimated resident population of 52,335. The net result is a pull factor of 1.42, translating into a retail sales capture at a rate 42 percent greater than the statewide average. This pull factor suggests that nonresidents have a significant impact on Grand Island’s taxable retail sales. Trade Area Retail Sales Most retail sales for the proposed Conestoga Marketplace will be derived from the primary and secondary trade areas. This section of the study quantifies potential primary and secondary trade area sales of principal retail merchandise categories. Potential retail sales estimates by industry group were provided by Esri Business Analyst’s Spending Potential Index and derived from the Consumer Expenditure Surveys published by the Bureau of Labor Statistics. The Spending Potential Index is household based and represents the amount spent for a product or service relative to a national average of 100. Annual retail sales for both the trade areas are outlined in the table on the following page. The principal retail industry groups account for potential annual retail sales of $867 million within the primary trade area and $266 million within the secondary trade area, for a total of $1.13 billion. During fiscal year 2020-21, the City of Grand Island reported taxable retail sales of $1.3 billion. With the Spending Potential Index based on the national average, applying Grand Island’s retail pull factor of 1.42 suggests the potential exists for the city to capture up to $1.6 billion of retail expenditures. Grand Island Regular Meeting - 11/9/2022 Page 191 / 314 Canyon Research Southwest, Inc. 16 Potential Retail Expenditures by Store Type Primary and Secondary Trade Areas Total Retail Category Primary Secondary Sales Apparel & Accessories $47,828,229 $14,096,955 $61,925,184 Footwear $15,722,206 $4,536,973 $20,259,179 Watches & Jewelry $4,269,345 $1,327,182 $5,596,527 Computers $6,152,655 $1,821,479 $7,974,134 Entertainment & Recreation $110,220,001 $34,410,047 $144,630,048 Pet Supplies $28,163,047 $9,565,516 $37,728,563 Toys, Crafts & Hobbies $4,118,484 $1,258,031 $5,376,515 Sporting Goods $6,599,526 $2,100,823 $8,700,349 Groceries $180,851,092 $55,635,281 $236,486,373 Food Away from Home $118,901,505 $34,955,592 $153,857,097 Alcoholic Beverages $19,288,987 $5,686,207 $24,975,194 Personal Care Products $16,555,278 $5,028,462 $21,583,740 Prescription Drugs $12,915,046 $4,265,750 $17,180,796 Nonprescription Drugs $6,109,883 $2,058,842 $8,168,725 Eyeglasses & Contacts $3,533,685 $1,136,501 $4,670,186 Household Furnishings $10,860,545 $3,243,826 $14,104,371 Household Supplies $27,219,480 $8,573,330 $35,792,810 Appliances $13,902,028 $4,109,572 $18,011,600 Furniture $20,306,977 $5,957,116 $26,264,093 Lawn & Garden $18,143,559 $5,934,365 $24,077,924 Gasoline & Motor Oil $80,941,384 $24,584,227 $105,525,611 Home Improvements $114,629,735 $36,033,361 $150,663,096 Total Retail Expenditures $867,232,677 $266,319,438 $1,133,552,115 Source: Esri Business Analyst. The proposed Conestoga Marketplace will be anchored by a new to market Anchor Store. The closest comparable anchor store would be Target in Kearney located 43 miles west of the Conestoga Marketplace site. Like many retail industry groups, department stores tend to cluster together which create a major customer destination and drive increased sales volumes. Walmart and Same’s Club operate stores in Grand Island. The location of direct competition and comparable store in Kearney provides the opportunity for the proposed New Anchor Store at Conestoga Marketplace to serve an expanded retail trade area and capturing significant out-of- town sales volumes. Grand Island Regular Meeting - 11/9/2022 Page 192 / 314 Canyon Research Southwest, Inc. 17 SITE EVALUATION Retail developers and major retailers evaluate potential sites based on a series of site-specific criteria. Common selection criteria when evaluating prospective development sites include parcel size and dimensions, visibility and exposure, accessibility, traffic counts, trade area demographics, and direct competition. Using these site selection criteria, the proposed Conestoga Mall redevelopment site was evaluated for the potential to support development of an anchored shopping center. Parcel Size and Dimensions Redevelopment of Conestoga Mall is classified as a power center. A power center is occupied by category-dominant anchors, including discount department stores, off-price stores, wholesale clubs, with only a few small tenants. The gross building area for a power center ranges from 250,000 square feet to 600,000 square feet. To accommodate the building sizes and associated parking and retention requirements, power center development sites typically range in size from 25 to 80 acres. A square or rectangular site is best suited for store design. The Conestoga Mall site is rectangular and totals 50.6 acres. The project plan calls for 366,938 square feet of retail space, including major anchors, small shops, and outparcels designed for restaurants and shop space, Visibility Visibility and exposure have a considerable influence on a shopping center’s achievable retail sales volumes. Power centers should possess visibility from a highway or major arterial street. The Conestoga Mall site is located at the interchange of U.S. Highway 281 and 13th Street, providing the visibility required by major and junior anchors, small shops, and outparcels. Accessibility Power center sites rely on an efficient local transportation network that typically includes a mix of major and minor arterial streets. Interstate 80 is located a short distance south of the Conestoga Mall site with a major interchange at U.S. Highway 34/281. Convenient access to Interstate 80 and north-south connect to U.S. Highway 34/281 will afford convenient regional access. Local vehicular access to the Conestoga Mall site provided via Grand Island’s major arterial network. Both 13th Street and U.S. Highway 281 will provide the site with adequate local accessibility and on-site ingress and egress. The Conestoga Mall site’s regional, local, and on-site vehicular access is sufficient to accommodate development of a power center. Grand Island Regular Meeting - 11/9/2022 Page 193 / 314 Canyon Research Southwest, Inc. 18 Traffic Counts The vehicular traffic counts on arterial streets that flow past the site are important when evaluating a potential retail development site. Average daily traffic counts for 2021 reported by the Nebraska Department of Transportation past the Conestoga Mall site are 19,450 vehicles on U.S. Highway 81 north of 13th Street. The high average daily traffic count provides exposure suitable for development of a power center. Trade Area Demographics Grand Island’s retail trade area within a 50-minute drive time supports a current population of 166,105 residents and a median household income of $62,511. The large adolescent population is sufficient for supporting the sales of apparel and accessories; groceries; sporting goods; music; home electronics; eating and drinking places; and general merchandise. The large population ages 25 to 44 are in their principal consumer years, favors hardware; furniture and home furnishings; home electronics; department stores; and eating and drinking places. The growing senior population generates demand for medical goods and services. Over 42 percent of households earn $75,000 or more per year that is ideal for supporting above average per capita retail sales. These consumption patterns and demographic characteristics bode well for the potential of Grand Island to support a diverse retail market. Competition Grand Island serves as a regional retail destination garnering a retail pull factor of 1.42, indicating retail sales at a rate 42 percent greater than the statewide average. Highway 281 is the city’s premiere retail corridor housing such major national retailers as Walmart, Sam’s Club, Kohl’s, Dick’s Sporting Goods, Home Depot, Menard’s, Best Buy, and TJ Maxx. Like many types of retail businesses, big-box stores and chain restaurants tend to cluster together which create a major customer destination and drive increased sales volumes. The Conestoga Mall’s location within Grand Island’s principal retail corridor will assist in attracting retailers to the redevelopment project. Conclusions The Conestoga Mall site in Grand Island possess the necessary characteristics to support redevelopment into a power center, offering the necessary size, dimensions, visibility, accessibility, exposure, and trade area demographics. The site’s presence within the U.S. Highway 81 retail corridor and Grand Island’s status as a retail destination supporting a regional trade area creates the necessary retail environment for redevelopment of Conestoga Mall. Grand Island Regular Meeting - 11/9/2022 Page 194 / 314 Canyon Research Southwest, Inc. 19 RETAIL SALES ESTIMATES This section of the study forecasts annual retail sales at stabilization for redevelopment of the Conestoga Mall property. The project plan yields 366,938 square feet of retail space consisting of approximately 150,000 square feet of the mall’s existing retail space, a 147,863 square foot New Anchor Store, a 150-room hotel, and nine out parcels supporting restaurants and retail shop space. Conestoga Mall Redevelopment Plan Building Hotel Lot # Use Sq. Ft. Rooms 1A Outparcel - Restaurant 4,900 1B Outparcel - Retail Shops 14,000 1C Outparcel - Retail Shops 10,000 1D Hotel 150 2 Outparcel - Restaurant 2,275 3 Existing Mall Shops 87,000 Existing Best Buy 25,000 Movie Theatre/Entertainment Complex 38,000 4 Outparcel - Retail Shops 8,400 5 Outparcel - Restaurant 6,400 6 Outparcel - Restaurant 6,400 7 Outparcel - Restaurant 3,600 8 Outparcel - Restaurant 4,000 9 Outparcel - Restaurant 9,100 10 Anchor Store 147,863 Totals 366,938 150 Taxable sales volumes and capture of net new sales for the Conestoga Mall redevelopment plan were estimated based on several sources, including: 1. Sales data published by National Retail Federation’s 100 Top Retailers 2022 2. Nation’s Restaurant News Top 100 3. Sales data published by the International Council of Shopping Centers 4. Annual Retail Trade Survey published by the U.S. Census Bureau 5. Actual sales reported by Annual Reports for Best Buy and major anchor stores 6. Demographic and retail sales by industry data provided by Ersi Business Analyst 7. Internal data base of actual sales of comparable major stores and movie theatre chains 8. Grand Island’s retail pull factor Grand Island Regular Meeting - 11/9/2022 Page 195 / 314 Canyon Research Southwest, Inc. 20 Forecast Retail Sales The project plan calls for a 147,863 square foot New Anchor Store to anchor the redeveloped Conestoga Mall. The closest comparable store to the New Anchor Store in Grand Island is in Kearney 43 miles to the west and Lincoln 99 miles to the east. The New Anchor Store’s principal competitors in Grand Island are Walmart and Sam’s Club. Target, as used as an example for the New Anchor Store, is a department store chain that operates 1,926 stores throughout the United States, including 14 stores in Nebraska. Target sells a wide assortment of general merchandise and food. The majority of the general merchandise stores offer an edited food assortment, including perishables, dry grocery, dairy, and frozen items. The average store size is 126,000 square feet, with 79 percent of all stores ranging in size from 50,000 square feet to 169,999 square feet. The stores in Nebraska average 143,200 square feet in size. During 2021, Target’s gross sales totaled $104.6 billion, averaging $54.3 million per store and $437 per square foot of store space. A reported 96.4 percent of gross sales were instore sales. In 2021, comparable store sales by 12.7 percent, on top of record 19.3 percent growth in 2020. Sales by product category included 26 percent beauty and household essentials, 20 percent food and beverage, 19 percent home furnishings and décor, 18 percent hardlines, and 17 percent apparel and accessories. Target shoppers tend to be between the ages of 18 and 44, though the most avid shoppers from within this group are married women in their 30’s with a middle to upper-middle class income of between $65,000 and $80,000 per year. Target shoppers tend to visit Target once every few weeks and spend about $50 per visit. The 30-minute drive primary trade area supports a population of 92,493, 25 percent is between the ages of 25 and 44 years, and 35.7 percent of households possess an annual income of $50,000 to $99,999. Based on the above information and level of direct competition, trade area demographics, and Grand Island’s regional draw, the proposed New Anchor Store’s stabilized year sales are forecast at $450 to $475 per square foot, equating to $66.5 million to $70.2 million. The 150,000 square feet of existing mall space will be upgraded and house the existing 25,000 square foot Best Buy store, 38,000 square foot movie theatre/entertainment complex, and 87,000 square feet of small shop space. The existing 25,000 square foot Best Buy store will remain. Best Buy is a merchandiser of consumer electronics, entertainment, computing and mobile phones, appliances, and services. Computing and mobile phones account for 41 percent of gross sales, followed by consumer electronics at 31 percent and appliances at 14 percent. Best Buy operates 982 U.S. stores and 160 international stores, with five stores in Nebraska. The closest Best Buy store to the Grand Island location is in Lincoln, Nebraska approximately 100 miles to the east. The U.S. stores average 38,300 square feet of retail space. During fiscal year 2022, Best Buy’s gross sales totaled $51.8 billion, averaging $45.3 million per store and $1,253 per square foot of store space. In fiscal year 2022, comparable store sales by 10.4 percent, up from 9.7 percent growth in fiscal year 2021. Grand Island Regular Meeting - 11/9/2022 Page 196 / 314 Canyon Research Southwest, Inc. 21 Stabilized year sales for the Best Buy store following redevelopment of Conestoga Mall are forecast at $1,000 to $1,100 per square foot, equating to $25.0 million to $27.5 million. The 38,000 square foot movie theatre/entertainment complex will have nine screens and expanded food and beverage operations, including alcohol. Major movie theatre chains operating in the U.S. include AMC and Cinemark. AMC Entertainment Holdings is the world’s largest theatrical exhibition business and owns, operates, or has interests in movie theatres primarily in the United States and Europe. As of December 31, 2021, the company owned, leased, or operated 946 theatres and 10,562 screens in 12 countries, including 593 theatres with a total of 7,755 screens in the United States and 353 theatres and 2,807 screens in European markets and Saudi Arabia. U.S. theatres averaged 13 screens per theatre. During 2019 prior to the pandemic the U.S. theatres reported gross revenues of $4.02 billion, averaging $6.33 million per theatre and $497,060 per screen. During 2020, as the pandemic closed theatres, gross revenues dropped to $826.7 million, or $2.1 million per theatre and $158,129 per screen. Operations improved in 2021 with gross revenues of $1.876 billion, average sales per theatre of $3.16 million, and $241,883 per screen. Cinemark Holdings operate in the motion picture exhibition industry, with theatres in the United States and Latin America. As of December 31, 2021, the company operated 522 theatres and 5,868 screens. U.S. theatres averaged 14 screens per theatre. As a result of the pandemic, domestic theatres closed in March 2020 and began reopening in June 2020. It was not until mid-2021 until all U.S. theatres reopened. During 2019 prior to the pandemic the U.S. theatres reported gross revenues of $2.58 billion, averaging $7.48 million per theatre and $555,630 per screen. During 2020, gross revenues dropped to $556.9 million, or $1.68 million per theatre and $123,563 per screen. Operations improved in 2021 with gross revenues of $1.293.6 billion, average sales per theatre of $4.03 million, and $293,466 per screen. The movie theater/entertainment complex is forecast to generate average annual sales of $525,000 to $550,000 per screen, for a total $4,725,000 to $4,950,000 per year at stabilization. The Conestoga Mall project plan calls for the retaining and renovating 87,000 square feet of existing shop space. Existing small shop tenants operating at the mall include such national retailers as American Eagle, Bath & Body Works, Buckle, Hallmark, Hot Topic, Lenscrafters, and others. Based on sales reported by the National Retail Federation’s 100 Top Retailers, stabilized year sales for the retained shop space are forecast at $300 per square foot to $350 per square foot of building area. The Conestoga Mall project plan calls for the construction of a 150-room hotel. This analysis assumed a limited-service hotel will occupy Parcel 1D. Examples of limited-service hotels operating in Grand Island include Comfort Inn, Quality Inn, and Fairfield Inn. At a stabilized occupancy rate of 65 percent and an average daily rate of $130 to $140, annual sales are estimated at $4.6 million to $5.0 million. The Conestoga Mall project plan calls for ten (10) outparcels designed for the construction of 69,075 square feet of retail space. Building areas for the outparcels range from 2,275 square feet to 14,000 square feet designed to accommodate restaurants and shop space. Grand Island Regular Meeting - 11/9/2022 Page 197 / 314 Canyon Research Southwest, Inc. 22 Lots 2 and 8 are designed to be occupied by fast food restaurants, supporting buildings of 2,275 square feet and 4,000 square feet, including drive-thru lanes. According to Nation’s Restaurant News, such national fast food restaurant chains as Arby’s, Burger King, KFC, Popeye’s, Taco Bell, Wendy’s, and Starbuck’s Coffee reported average store sales of $1.05 million to $1.9 million, averaging $1.45 million. Stabilized year sales for the planned fast food restaurants are forecast at $700 to $750 per square foot for Lot 2 and $400 to $500 per square foot Lot 8. Lots 5, 6, and 7 are designed for outparcels envisioned for sit-down restaurants, accommodating 3,600 square feet to 6,400 square feet of building area. According to sales data published by Nation’s Restaurant News, such national casual dining restaurant chains as Applebee’s, Carrabba’s Italian Garden, Chili’s, Longhorn Steakhouse, Olive Garden, Outback Steakhouse, Red Lobster, Red Robin, and IHOP reported average store sales of $1.35 million to $3.9 million, averaging $2.9 million. Stabilized year sales for the planned sit-down restaurants are forecast at $400 to $550 per square foot. Lots 1A, 1B, 1C, 4, and 9 are envisioned for freestanding shop space, accommodating 4,900 square feet, 14,000 square feet, 10,000 square feet, 8,400 square feet, and 9,100 square feet of building area. Freestanding shop space is typically tenanted by food and beverage and national retailers. Potential tenant types include such chains Chipotle, Moe’s, Panera Bread, Five Guys, Jimmy John’s, Panda Express, Ulta Beauty, AT&T, and Verizon. Based on sales reported by the National Retail Federation’s 100 Top Retailers, stabilized year sales for the freestanding shop space are forecast at $300 per square foot to $350 per square foot of building area. Based on trade area demographics, the status of Grand Island as a regional shopping destination, and the level of direct competition, stabilized sales for the proposed redevelopment of Conestoga Mall are forecast at $151 to $165 million. Conestoga Mall Redevelopment Sales Forecasts Building Per Sq. Ft. Sales Annual Sales Lot # Use Sq. Ft. Low High Low High 1A Outparcel - Restaurant 4,900 $250 $275 $1,225,000 $1,347,500 1B Outparcel - Shops 14,000 $300 $350 $4,200,000 $4,900,000 1C Outparcel - Shops 10,000 $300 $350 $3,000,000 $3,500,000 1D Hotel $4,626,375 $4,982,250 2 Outparcel - Fast Food Restaurant 2,275 $700 $750 $1,592,500 $1,706,250 3 Existing Mall Shops 87,000 $300 $350 $26,100,000 $30,450,000 Existing Best Buy 25,000 $1,000 $1,100 $25,000,000 $27,500,000 Movie Theatre/Entertainment 38,000 $4,725,000 $4,950,000 4 Outparcel - Shops 8,400 $300 $350 $2,520,000 $2,940,000 5 Outparcel - Restaurant 6,400 $400 $425 $2,560,000 $2,720,000 6 Outparcel - Restaurant 6,400 $400 $425 $2,560,000 $2,720,000 7 Outparcel - Restaurant 3,600 $500 $550 $1,800,000 $1,980,000 8 Outparcel - Fast Food Restaurant 4,000 $425 $500 $1,700,000 $2,000,000 9 Outparcel - Shops 9,100 $300 $350 $2,730,000 $3,185,000 10 Anchor Store 147,863 $450 $475 $66,538,350 $70,234,925 Totals 366,938 $150,877,225 $165,115,925 Grand Island Regular Meeting - 11/9/2022 Page 198 / 314 Canyon Research Southwest, Inc. 23 Net New Sales Capture Given Grand Island’s status as a regional shopping destination the redeveloped Conestoga Mall will capture net new sales from outside of the City of Grand Island. Excluding the hotel, stabilized year retail sales for the redeveloped property are forecast at $146.2 million to $160.1 million. The principal retail industry groups account for potential annual retail sales of $867 million within the primary trade area and $266 million within the secondary trade area, for a total of $1.13 billion. During fiscal year 2020-21, the City of Grand Island reported taxable retail sales of $1.3 billion. Applying Grand Island’s retail pull factor of 1.42 suggests the potential exists for the city to capture up to $1.6 billion of retail expenditures. The primary trade area typically accounts for 70 to 80 percent of a retail store’s gross sales. The Conestoga Mall’s primary trade area within a 30-minute drive time supports a current population of 92,493 residents, of which just 31.5 percent are Grand Island residents. Comparable stores for the New Anchor Store and Best Buy are located well outside the primary trade area. The primary trade area exclusive of Grand Island is estimated to support 35 to 40 percent of forecast sales for the proposed redeveloped Conestoga Mall, or $51.2 million to $64.1 annually. The secondary trade area typically accounts for 15 to 20 percent of a retail store’s gross sales. The secondary trade area within a 30- to 40-minute drive time from Grand Island supports a current population of 26,775 residents. The secondary trade area supports $266 million in annual sales. The secondary trade area is estimated to support 5 to 7 percent of forecast retail sales, or $7.3 million to $11.2 million annually. The tertiary trade area forms the broadest area from which customers are drawn. A small percentage of store sales are generated from this trade area. The tertiary trade area is estimated to support 2 to 4 percent of forecast retail sales, or $2.9 million to $6.4 million annually. To conclude, the redeveloped Conestoga Mall is forecast to generate stabilized annual retail sales of $146.2 million to $160.1 million. Net new sales to the City of Grand Island are estimated to account for 42 to 51 percent of total annual sales, amounting to $61.4 million to $81.7 million. Proposed Conestoga Mall Redevelopment Estimated Out-of-Town Sales Annual Sales Trade Area Low High Estimated Retail Sales $146,250,850 $160,133,675 Primary Trade Area $51,187,798 $64,053,470 Secondary Trade Area $7,312,543 $11,209,357 Tertiary Trade Area $2,925,017 $6,405,347 Total Out-of-Town Sales $61,425,357 $81,668,174 % of Total 42.0% 51.0% Notes: *Excludes hotel sales. Grand Island Regular Meeting - 11/9/2022 Page 199 / 314 Canyon Research Southwest, Inc. 24 Conclusions Grand Island serves as a regional shopping destination attracting customers from well outside the City limits. Much of the reason for Grand Island’s regional draw is the presence of a large cluster of major retailers not operating stores within a 40+ minute drive time. Since fiscal year 2015-16, sales tax receipts collected by the City of Grand Island have increased at an impressive average annual rate of 11.8 percent. The strong gains in sales tax collections are an indication of Grand Island’s regional retail draw and the ability to attract shoppers and retail expenditures from outside the city limits. By the third quarter 2022 the inventory of retail space in the Grand Island market totaled 5.15 million square feet, operating at a healthy vacancy rate of 5.5 percent. From 2010 through 2021, 202,305 square feet of retail space was constructed in the Grand Island market and 232,761 square feet of retail space was absorbed. With net space absorption outpacing new additions to supply, the overall retail vacancy rate for the Grand Island market has remained healthy. Grand Island supports two principal retail corridors. Locust Avenue south of Bismark Road represents the older commercial corridor featuring a mix of chain restaurants, strip centers, and hotels. Highway 281 represents the new retail corridor with large-scale shopping centers such as Northwest Commons, Eagle Run, Grand Corners, and Conestoga Mall anchored by national big- box retailers. Notable retailers operating along Highway 281 include Walmart, Sam’s Club, Dillard’s, Best Buy, Kohl’s, TJ Maxx, Home Depot, and Menards. Grand Island’s resident population of 52,335 and estimated TAC of 74,239 residents illustrates the city’s well above average capture of retail sales from nonresidents. The large concentration of national retailers and distance to alternative shopping destinations in Lincoln, Omaha, and Kearney accounts for the high trade area capture. Grand Island’s pull factor of 1.42 indicates a retail sales capture at a rate 42 percent greater than the statewide average. The pull factor suggests that nonresidents have a significant impact on Grand Island’s taxable retail sales. Conestoga Mall’s location within a regional shopping destination in the heart of the Highway 281 retail corridor offers the site characteristics that are favorable for supporting redevelopment with a mix of big-box retailers, small shops, entertainment, and restaurant uses. The Conestoga Marketplace Redevelopment is forecast to generate stabilized annual sales of $146.2 million to $160.1 million (excludes hotel sales), with net new sales to the City of Grand Island estimated to account for 42 percent to 51 percent of total annual sales, amounting to $61.4 million to $81.7 million. These additional net new sales captured by the City of Grand Island would prove to increase the City’s pull factor from a current rate of 1.42 to a range of 1.48 to 1.50. The direct net new sales generated by the proposed Conestoga Mall redevelopment and captured by the City of Grand Island would also produce a spinoff effect on Grand Island’s retail market in the form of indirect sales, estimated at $24.6 million to $32.7 million annually. Grand Island Regular Meeting - 11/9/2022 Page 200 / 314 Canyon Research Southwest, Inc. 25 ADDENDA Grand Island Regular Meeting - 11/9/2022 Page 201 / 314 Canyon Research Southwest, Inc. 26 EXHIBIT A Canyon Research Southwest, Inc., Client Roster Grand Island Regular Meeting - 11/9/2022 Page 202 / 314 Canyon Research Southwest, Inc. 27 CLIENT ROSTER Canyon Research Southwest, Inc. has provided real estate consulting services for many leading organizations including: American Furniture Warehouse (Englewood, CO) Arizona State Land Department Bain & Company, Inc. (Boston, Massachusetts) Bayer Properties (Birmingham, Alabama) Belz-Burrow (Jonesboro, Arkansas) Bridgeview Bank Group Browning-Ferris Industries Burch & Cracchiolo PA Cameron Group (Syracuse, New York) Carrow Real Estate Services (Albany, New York) Cass County, Missouri Cavan Real Estate Investments D.J. Christie, Inc. (Overland Park, Kansas) Church of Jesus Christ of Latter-Day Saints City of Belton, Missouri City of Coffeyville, Kansas City of Dodge, Kansas City of Fenton, Missouri City of Glendale Economic Development Department City of Hesston, Kansas City of Independence, Missouri City of Lee’s Summit, Missouri City of Liberty, Missouri City of Osage Beach, Missouri City of Mesa Economic Development Department City of Mesa Real Estate Services City of Newton, Kansas City of Norman, Oklahoma City of Overland Park, Kansas City of Phoenix Economic Development Department City of Phoenix Real Estate Department City of St. Charles, Missouri City of Tucson Community Services Department City of Wichita, Kansas DeRito Partners Development, Inc. Dial Realty (Omaha, Nebraska and Overland Park, Kansas) DMB Associates DMJM Arizona Inc. EDAW, Inc. (Denver, Colorado) Finney County Economic Development Corporation W.M. Grace Development Greystone Group (Newport Beach, California) Hanford/Healy Advisory Company Grand Island Regular Meeting - 11/9/2022 Page 203 / 314 Canyon Research Southwest, Inc. 28 Heritage Bank (Louisville, Colorado) Highwoods Properties (Kansas City, MO) Holiday Hospitality Corporation (Atlanta, Georgia) JPI Development Kaiser Permanente (Oakland, California) Kessinger Hunter (Overland Park, Kansas) Landmark Organization (Austin, Texas) Lawrence Group (St. Louis, MO) Lee’s Summit Economic Development Council (Lee’s Summit, Missouri) Leavenworth County, Kansas Lowe’s Companies, Inc. (West Bloomfield, MI) Lund Cadillac Marriott International, Inc. (Washington, D.C.) MCO Properties Meritage Homes Metropolitan Housing Corporation (Tucson, Arizona) Monterey Homes Mountain Funding (Charlotte, North Carolina) National Realty Advisors Navajo Nation Division of Economic Development Opus Northwest Corporation Opus West Corporation Pederson Group, Inc. Phelps Dodge Corporation Piper Jaffray (Kansas City, Missouri) Pivotal Group Platte County Economic Development Council Prieb Homes, Inc. (Olathe, Kansas) Pulte Homes of Greater Kansas City Pyramid Development (St. Louis, Missouri) RED Development (Kansas City, Missouri) R.H. Johnson & Company (Kansas City, Missouri) Richmond American Homes Royal Properties (Champaign, Illinois) Jack Stack Barbecue Steiner + Associates, Inc. (Columbus, Ohio) Summit Development Group (St. Louis, Missouri) SWD Holdings (San Francisco, California) The Innova Group Tucson (Tucson, Arizona) The University of Arizona Department of Economic Development (Tucson, Arizona) The University of Arizona Medical Center (Tucson, Arizona) Trammell Crow Residential Union Homes (Salt Lake City, Utah) Unified Government of Wyandotte County and City of Kansas City, Kansas Wal-Mart, Inc. (Bentonville, Arkansas) Waste Management Wells Fargo Bank NA Widewaters (Syracuse, New York) Grand Island Regular Meeting - 11/9/2022 Page 204 / 314 Canyon Research Southwest, Inc. 29 EXHIBIT B Resume of Eric S. Lander, Principal Canyon Research Southwest, Inc. Grand Island Regular Meeting - 11/9/2022 Page 205 / 314 Canyon Research Southwest, Inc. 30 ERIC S. LANDER EDUCATION In 1981, Mr. Lander received a B.S. in Marketing from the Arizona State University College of Business Administration, receiving honors status for his superior cumulative grade point average. In 1992, Mr. Lander received a Master’s in Real Estate Development and Investment from New York University, graduating with honors. BUSINESS EXPERIENCE Canyon Research Southwest, Inc. President (October 1984 to Present) Established Canyon Research Southwest, Inc. as a multi-disciplined real estate consulting firm designed to provide comprehensive research and analysis to the development, financial, investment, and municipal communities. Responsibilities include direct marketing, project management, staffing, and client relations. The firm has performed more than 400 major consulting assignments with over 75 local and national clients. Fields of expertise include market and feasibility analysis of large-scale master planned communities, freeway oriented mixed-use projects, retail centers, office complexes, business parks, and hotels. Additional services include fiscal impact studies, property valuation, and development plan analysis. Mountain West Research Associate (December 1988 to January 1990) Senior Consultant (October 1983 to October 1984) Mr. Lander assisted in managing the Commercial Real Estate Services Division of Mountain West, Arizona's largest real estate and economic development consulting firm. Responsibilities included direct marketing, personnel management, client relations, and consulting on large-scale commercial, office, industrial, and hotel projects. Also contributed to several real estate publications and assisted in the management and marketing of the firm's commercial, office, and industrial (COI) data base. Iliff, Thorn & Company Marketing Assistant (January 1982 to December 1983) Joined Iliff, Thorn & Company during its infancy and became solely responsible for providing in-house marketing support services to its commercial real estate brokers. These services included demographic research, office/industrial/retail market studies, raw land sales packages, site selection analysis, client relations, and property research. Major accomplishments included establishing and implementing office and industrial absorption studies, devised central office market and available raw land files, and organized the development of an industrial/retail map. Also, during this time, Mr. Lander obtained a real estate sales license and became involved in commercial brokerage activities. Grand Island Regular Meeting - 11/9/2022 Page 206 / 314 Canyon Research Southwest, Inc. 31 ERIC S. LANDER Page 2 RANGE OF EXPERIENCE In 1987, Mr. Lander, in cooperation with the Drachman Institute of Regional Land Planning, published a working paper titled "Land Development as Value Added in the Development Process and Appropriate Criteria to Rank Sites for Selection of Master Planned Satellite Communities." Since the publication of this working paper, Mr. Lander has conducted numerous market feasibility studies on existing and proposed, large-scale, master planned communities in the Southwestern United States, totaling over 80,000 acres. The working paper was evaluated and utilized by such prestigious universities as Harvard, M.I.T. and the University of North Carolina as part of their master’s program in Real Estate, City and Regional Planning, and Business. Mr. Lander is an instructor with the Commercial Real Estate Institute, teaching classes in Market Analysis, Commercial Property Valuation and Land Valuation. Developed a model designed to evaluate and rank the development potential of freeway interchanges. The methodology for ranking freeway properties is based on a list of 25 criteria which provide a framework to efficiently compare the strengths and weaknesses of various freeway sites. Seven (7) criteria have been established which apply to metropolitan area economic base and real estate market, five (5) criteria evaluate the region influenced by the presence of the freeway in question, and thirteen (13) interchange and site-specific criteria are aimed at determining future real estate development opportunities. This model has been utilized in evaluating freeway-oriented, mixed-use projects anchored by regional malls, business parks, office complexes, and hotels. Mr. Lander has provided consulting services on downtown redevelopment and historic preservation efforts. Recent examples include a heritage tourism study for the Erie Canal terminus in Buffalo, New York; evaluation of potential office, retail, hotel and arena development in the downtown areas of Glendale and Mesa, Arizona; retail market evaluation and redevelopment plan for downtown Warsaw, Missouri; a downtown master plan for downtown Lee’s Summit, Missouri; and a redevelopment plan for the 24 Highway Corridor in Independence, Missouri. Mr. Lander has conducted TIF and TDD Revenue Projections for a variety of large-scale retail projects in Missouri and Kansas. Tax Increment Financing and Transportation Development Districts are government-backed funding mechanisms designed to finance project-specific public infrastructure improvement. Funded is provided via the issue and sale of bonds. In the case of Tax Increment Financing the bonds are repaid with incremental increases in property tax and sales tax revenue generated by the designated redevelopment area. Transportation Development Districts involve the levy of an additional sales tax on businesses operating within the redevelopment area. Mr. Lander has conducted STAR Bond Feasibility and Market Studies on several proposed developments in Kansas, including the Kansas City Tourism District, Legends at Village West, Kansas City Research & Medical Campus, and Rosedale Station Shopping Center. The Market Study evaluates the market positioning, market demand, short-term development potential, and economic impact for the proposed Redevelopment District. Meanwhile, the Feasibility Study provides a STAR Bond revenue vs. costs comparison to determine the ability of the Redevelopment District to cover debt service for the projected STAR Bond obligations throughout the bond maturity period. Grand Island Regular Meeting - 11/9/2022 Page 207 / 314 -Area 28 Grand Island, Nebraska Blight and Substandard Study Prepared for: Woodsonia Hwy 281, LLC EXHIBIT D Grand Island Regular Meeting - 11/9/2022 Page 208 / 314 Grand Island Regular Meeting - 11/9/2022 Page 209 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 1 PURPOSE OF THE BLIGHT AND SUBSTANDARD STUDY The purpose of completing this Blight and Substandard study is to examine existing conditions within a specific part of Grand Island. Woodsonia Acquistitions, LLC commissioned the study to analyze the possibility of declaring the area as blighted and substandard. The City of Grand Island, when considering conditions of Blight and Substandard, look at those issues and definitions provided for in the Nebraska Community Redevelopment Law as found in Chapter 18, Section 2104 of the Revised Nebraska State Statutes, as follows: “The governing body of a city, to the greatest extent it deems to be feasible in carrying out the provisions of the Community Development Law, shall afford maximum opportunity, consistent with the sound needs of the city as a whole, to the rehabilitation or redevelopment of the community redevelopment area by private enterprises. The governing body of a city shall give consideration to this objective in exercising its powers under the Community Development Law, including the formulation of a workable program, the approval of community redevelopment plans consistent with the general plan for the development of the city, the exercise of its zoning powers, the enforcement of other laws, codes, and regulations, relating to the use of land and the use and occupancy of buildings and improvements, the disposition of any property acquired, and the providing of necessary public improvements.” The Nebraska Revised Statutes §18-2105 continues by granting authority to the governing body for the formulation of a workable program; disaster assistance; effect. The statute reads, “The governing body of a city or an authority at its direction for the purposes of the Community Development Law may formulate for the entire municipality a workable program for utilizing appropriate private and public resources to eliminate or prevent the development or spread of urban blight, to encourage needed urban rehabilitation, to provide for the redevelopment of substandard and blighted areas, or to undertake such of the aforesaid activities or other feasible municipal activities as may be suitably employed to achieve the objectives of such workable program. Such workable program may include, without limitation, provision for the prevention of the spread of blight into areas of the municipality which are free from blight through diligent enforcement of housing, zoning, and occupancy controls and standards; the rehabilitation or conservation of substandard and blighted areas or portions thereof by replanning, removing congestion, providing parks, playgrounds, and other public improvements by encouraging voluntary rehabilitation and by compelling the repair and rehabilitation of deteriorated or deteriorating structures; and the clearance and redevelopment of substandard and blighted areas or portions thereof.” “Notwithstanding any other provisions of the Community Development Law, where the local governing body certifies that an area is in need of redevelopment or rehabilitation as a result of flood, fire, hurricane, earthquake, storm, or other catastrophe respecting which the Governor of the state has certified the need for disaster assistance under federal law, the local governing body may approve a redevelopment plan and a redevelopment project with respect to such area without regard to the provisions of the Community Development Law requiring a general plan for the municipality and notice and public hearing or findings other than herein set forth.” Based on the Nebraska Revised Statutes §18-2103 the following definitions shall apply: “Blighted area means an area (a) which, by reason of the presence of a substantial number of deteriorated or deteriorating structures, existence of defective or inadequate street layout, faulty lot layout in relation to size, adequacy, accessibility, or usefulness, insanitary or unsafe conditions, deterioration of site or other improvements, diversity of ownership, tax or special assessment delinquency exceeding the fair value of the land, defective or unusual conditions of title, improper subdivision or obsolete platting, or the existence of conditions which endanger life or Grand Island Regular Meeting - 11/9/2022 Page 210 / 314 Blight and Substandard Study – Conestoga Mall Page 2 Blight and Substandard Study – Conestoga Mall property by fire and other causes, or any combination of such factors, substantially impairs or arrests the sound growth of the community, retards the provision of housing accommodations, or constitutes an economic or social liability and is detrimental to the public health, safety, morals, or welfare in its present condition and use and (b) in which there is at least one of the following conditions: (i) Unemployment in the designated area is at least one hundred twenty percent of the state or national average; (ii) the average age of the residential or commercial units in the area is at least forty years; (iii) more than half of the plotted and subdivided property in an area is unimproved land that has been within the city for forty years and has remained unimproved during that time; (iv) the per capita income of the area is lower than the average per capita income of the city or village in which the area is designated; or (v) the area has had either stable or decreasing population based on the last two decennial censuses. In no event shall a city of the metropolitan, primary, or first class designate more than thirty-five percent of the city as blighted, a city of the second class shall not designate an area larger than fifty percent of the city as blighted, and a village shall not designate an area larger than one hundred percent of the village as blighted. A redevelopment project involving a formerly used defense site as authorized under section 18-2123.01 shall not count towards the percentage limitations contained in this subdivision;” “Extremely blighted area means a substandard and blighted area in which: (a) The average rate of unemployment in the area during the period covered by the most recent federal decennial census is at least two hundred percent of the average rate of unemployment in the state during the same period; and (b) the average poverty rate in the area exceeds twenty percent for the total federal census tract or tracts or federal census block group or block groups in the area;” “Substandard area means an area in which there is a predominance of buildings or improvements, whether nonresidential or residential in character, which, by reason of dilapidation, deterioration, age or obsolescence, inadequate provision for ventilation, light, air, sanitation, or open spaces, high density of population and overcrowding, or the existence of conditions which endanger life or property by fire and other causes, or any combination of such factors, is conducive to ill health, transmission of disease, infant mortality, juvenile delinquency, and crime, (which cannot be remedied through construction of prisons), and is detrimental to the public health, safety, morals, or welfare; and” “Workforce housing means: (a) Housing that meets the needs of today's working families; (b) Housing that is attractive to new residents considering relocation to a rural community; (c) Owner-occupied housing units that cost not more than two hundred seventy-five thousand dollars to construct or rental housing units that cost not more than two hundred thousand dollars per unit to construct. For purposes of this subdivision (c), housing unit costs shall be updated annually by the Department of Economic Development based upon the most recent increase or decrease in the Producer Price Index for all commodities, published by the United States Department of Labor, Bureau of Labor Statistics; (d) Owner-occupied and rental housing units for which the cost to substantially rehabilitate exceeds fifty percent of a unit's assessed value; and (e) Upper-story housing.” This Blight and Substandard Study is Blighted and Substandard Area 28. The Study is intended to give the Grand Island Community Redevelopment Authority, Hall County Regional Planning Commission and Grand Island City Council the basis for identifying and declaring Blighted and Substandard conditions are existing within the City’s jurisdiction and as allowed under Chapter 18. Through this process, the City and property owners will attempt to address economic and/or social liabilities which are harmful to the well-being of the entire community. Grand Island Regular Meeting - 11/9/2022 Page 211 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 3 Figure 1 shows the study area of this report. A Redevelopment Plan to be submitted in the future containing, by law, definite local objectives regarding appropriate land uses, improved traffic, public transportation, public utilities, and other public improvements, and the proposed land uses and building requirements in the redevelopment area and shall include: • The boundaries defining the blighted and substandard areas in question (including existing uses and conditions of the property within the area), and • A list of the conditions present, which qualify the area as blighted and substandard. Through the redevelopment process, the City of Grand Island can guide future development and redevelopment throughout the area. The use of the Community Redevelopment Act by the City of Grand Island is intended to redevelop and improve the area. Using the Community Redevelopment Act, the City of Grand Island can assist in the elimination of negative conditions and implement different programs/projects identified for the City. Grand Island Regular Meeting - 11/9/2022 Page 212 / 314 Blight and Substandard Study – Conestoga Mall Page 4 Blight and Substandard Study – Conestoga Mall BLIGHT AND SUBSTANDARD ELIGIBILITY STUDY This study targets a specific area within an established part of the community for evaluation. The area indicated in Figure 1 of this report. The findings are presented in the coming pages of the report. Study Area The following is the description of the designated area within Grand Island. Point of beginning is the intersection of the centerlines of US Highway 281 and West State Street; thence bearing easterly along the centerline of West State Street to the intersection of the centerline of North Webb Road; thence, southerly along the centerline of North Webb Road to the intersection with the centerline of West 13th Street; thence, westerly along the centerline of West 13th Street to the intersection with the centerline of US Highway 281; thence, northerly along the centerline of US Highway 281 to the point of beginning. EEXXIISSTTIINNGG LLAANNDD UUSSEESS The term “Land Use” refers to the developed uses in place within a building or on a specific parcel of land. The number and type of uses are constantly changing within a community and produce some impacts either benefitting or detracting from the community. Existing patterns of land use are often fixed in older communities and neighborhoods, while development in newer areas is often reflective of current development practices. The study area is within a highly commercial part of Grand Island. There are commercial uses to all sides of the study, including the redeveloping area of Blight and Substandard Area 9 from 2012. Existing Land Use Analysis within Study Area As part of the planning process, a survey conducted through both in-field observations, as well as data collection online using the Hall County Assessors website. This survey noted the use of each parcel of land within the study area. These data from the survey are found in the following paragraphs. TABLE 1: EXISTING LAND USE, GRAND ISLAND - 2022 Type of Use Acres Percent of Developed land within the Study Area Percent of Study Area Residential 0 0.0% 0.0% Single-family 0 0.0% 0.0% Multi-family 0 0.0% 0.0% Manufactured Housing 0 0.0% 0.0% Commercial 63.45 87.3% 80.9% Industrial 0 0.0% 0.0% Quasi-Public/Public 0 0.0% 0.0% Parks/Recreation 0 0.0% 0.0% Transportation 9.22 12.7% 11.7% Total Developed Land 72.67 100.0% - Vacant/Agriculture 5.78 7.4% Total Area 78.45 100.0% Source: Marvin Planning Consultants 2022 Table 1 includes the existing land uses for the entire study area. The table contains the total acres determined per land use from the survey; next is the percentage of those areas compared to the total developed land; and finally, the third set of data compare all land uses to the total area within the Study Area. The Study Area is made up of Commercial (80.9%), Open Space (7.4%), and Transportation oriented land (street and R.O.W; 11.7%). The entire area is considered completely developed. Grand Island Regular Meeting - 11/9/2022 Page 213 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 5 Figure 1 Study Area Map Grand Island Regular Meeting - 11/9/2022 Page 214 / 314 Blight and Substandard Study – Conestoga Mall Page 6 Blight and Substandard Study – Conestoga Mall Figure 2 Existing Land Use Map Grand Island Regular Meeting - 11/9/2022 Page 215 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 7 FFIINNDDIINNGGSS OOFF BBLLIIGGHHTT AANNDD SSUUBBSSTTAANNDDAARRDD CCOONNDDIITTIIOONNSS EELLIIGGIIBBIILLIITTYY SSTTUUDDYY This section of the study examines the conditions found within the study area. The Findings Section reviews the conditions based upon the statutory definitions. CONTRIBUTING FACTORS UNDER PART A OF THE BLIGHT DEFINITION There were some conditions examined and evaluated in the field and online. Some conditions are reviewed in detail, on the following pages, while some of the statutory conditions are not present. Structural Conditions Existing structural conditions of buildings in the study area were determined using the Hall County Assessor’s database. Structures rated out as either Very Good, Good, Fair, Average, or badly worn. Based upon the data provided to the planning team, the following is the breakdown for structures in the study area: • 2 (5.7%) structures rated as very good • 5 (14.3%) structures rated as good • 0 (0.0%) structure rated as fair • 28 (80.0%) structures rated as average • 0 (0.0%) structures rated as badly worn Grand Island Regular Meeting - 11/9/2022 Page 216 / 314 Blight and Substandard Study – Conestoga Mall Page 8 Blight and Substandard Study – Conestoga Mall The exterior portion of the mall is showing considerable wear, likely due to deferred maintenance. In the photos on the previous page, there are examples of where masonry and wood construction has been compromised and is in danger of falling from the building onto the ground. Based upon a visual ground inspection, it appears like there is considerable water penetration in the brick-and-mortar system. Said photos also show water penetration inside one of the structures. An assumption was made, based upon the data, that an average condition or less would constitute less than desirable conditions due to age and condition of the structure/building. It is common for older structures to get more maintenance and upkeep to maintain a good or higher condition. Even an average structure shows some signs of deteriorating which in turn can become a dilapidated structure in the future if not maintained. Overall, 80.0% of the structures in this study area are an average condition or worse. Due to the stated conditions found in the Hall County Assessor’s data, the condition of the structures is a contributing factor. Grand Island Regular Meeting - 11/9/2022 Page 217 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 9 Deterioration of Site or Other Improvements Site Improvements Conditions The site improvements include the areas determined to be common areas for public ingress and egress to the study area as well as the area designed to move vehicular traffic through the site. Also, this includes the actual surface parking areas. The condition of the site improvements varies greatly. The Study Area contains a major deteriorated condition; the parking areas throughout the area, as well as the demarcated driving areas. The parking areas throughout the entire Study Area are in a serious state of deterioration. They are not yet in a dilapidated condition. The parking surface and driving areas contain major surface cracking, small break-ups and spawling. These conditions have been likely caused by several circumstances over the years, including: · Lack of maintenance · Sub-soil conditions · Heavier than expected traffic · Freeze/thaw cycles Preventing a number of these items are possible through proper design, enforcement, and maintenance, with maintenance being a key. Photos below indicate examples of different deteriorated conditions within the parking and driving areas across the entire site. Due to a large amount of broken pavement in the Study Area, the parking areas are considered to be deteriorated or in a state of deteriorating; therefore, they are a direct contributing factor to the conditions of blight. Grand Island Regular Meeting - 11/9/2022 Page 218 / 314 Blight and Substandard Study – Conestoga Mall Page 10 Blight and Substandard Study – Conestoga Mall Diversity of Ownership Throughout the study area, there are 13 different property owners. However, in most cases, the difference is that one company owns the structure on the site; while, another entity, usually, Conestoga North or Conestoga Realty owns the ground underneath the structure. This creates potential issues with future redevelopment of structures and property if the different ownership groups disagree. Also, the fact structures sit on land owned by another party will create a potential detriment to future redevelopment. Due to this factor, it may be necessary for a public intervention to guide future redevelopment activities in this specific study area. Based upon the analysis, sufficient ownership issues present to make Diversity of Ownership a contributing factor for Blighting. Improper Subdivision or Obsolete Platting Improper Subdivision or Obsolete Platting is present in several ways. These factors are bulleted below: • First and foremost are the private streets on the north side of the study area, Conestoga Drive and Overland Road. • The developed area in the northeast corner of the study area has been built out in a clustered manner, making traffic circulation difficult. • The positioning of lots along West State Street and North Webb Road have access drives in a manner that makes traffic control and congestion problematic. See Figure 5 for specific locations of the discussed items above. Based upon the analysis, sufficient ownership issues present to make Improper Subdivision or Obsolete Platting a contributing factor for Blighting. Faulty Lot Layout Similar to Improper Subdivision or Obsolete Platting, Faulty Lot Layout is present in similar ways. These factors are bulleted below: • The developed area in the northeast corner of the study area has been built out in a clustered manner, making traffic circulation difficult. • The positioning of lots along West State Street and North Webb Road have access drives in a manner making traffic control and congestion problematic. See Figure 6 for specific locations of the discussed items above. Based upon the analysis, sufficient ownership issues present to make Faulty Lot Layout a contributing factor for Blighting. Combination of factors which are impairing and/or arresting sound growth There are several factors present within the study area meeting this criterion are discussed in the following paragraphs. Functional Obsolescence The primary structure within the study area is the Conestoga Mall. The mall was constructed in the mid-1970’s and was designed using common mall layouts and concepts. However, as the retail markets have been changing, these types of facilities have been losing popularity. It is a similar issue seen by the Grand Island Mall which was declared Blighted and Substandard in 2012 and has been the focus of several redevelopment projects since the declaration. Malls and retail use constructed in today’s economy are more open air, even in colder climate regions. The newer mall models are doing more to make the shopping experience more than “just shopping.” These older regional malls have lost favor with consumers across the United States. Some examples within the region include the Imperial Mall in Hastings, the mall in North Platte, the mall in Hutchinson, KS. The phenomena have also affected larger cities such as Omaha; Kansas City, MO; Overland Park, KS; and more. The survival of this mall into the future will be dependent on ownership willingness to re-focus the mall itself. Grand Island Regular Meeting - 11/9/2022 Page 219 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 11 Figure 3 Structural Conditions Grand Island Regular Meeting - 11/9/2022 Page 220 / 314 Blight and Substandard Study – Conestoga Mall Page 12 Blight and Substandard Study – Conestoga Mall Figure 4 Deterioration of Site Grand Island Regular Meeting - 11/9/2022 Page 221 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 13 Figure 5 Improper Platting Grand Island Regular Meeting - 11/9/2022 Page 222 / 314 Blight and Substandard Study – Conestoga Mall Page 14 Blight and Substandard Study – Conestoga Mall Figure 6 Faulty Lot Layout Grand Island Regular Meeting - 11/9/2022 Page 223 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 15 Retail Markets of the 21st Century Retail in the 21st Century has been evolving rapidly. The evolution led by consumers wanting more than the 1960 to 1970 malls with their shopping experience has been a big factor; however, the rise of e-commerce and Amazon has also been a major contributing factor to the retail revolution. With the retail revolution of the 21st Century, several mainstream retailers have had trouble competing. The major tenants of Sears, Yonkers, and JC Penneys have all vacated their spaces at the Conestoga Mall. Yonkers left in 2015, while the other two left shortly after. Sears filed for Chapter 11 bankruptcy protection, and closed February 2019. All three tenants left behind empty boxes, merchandise, and storage equipment in the spaces. A lack of major retailers located at Conestoga Mall impairs and arrests sound growth of this facility in the future. The buildup of the mall area Looking at the Conestoga Mall on aerials, the mall is located on the southernmost location of the land. North of the primary mall was eventual built-out with smaller strip centers. These strip centers to the north impair the future expansion of the primary mall. Also, the location of the primary mall and strip centers creates an issue with expanding parking on the mall property. These factors do impair and arrest sound growth of the study area. Defective/Inadequate Street Layouts Under normal blight evaluation, this criteria would apply to public streets. However, in the case of this study area, it applies to the internal traffic circulation of the mall property and the adjoining strip centers to the north. Figure 8 indicates the primary and secondary circulation loops. The Figure also indicates potential concerns with the layouts on the site. There are enough circulation concerns on-site to make Defective/Inadequate Street Layouts a contributing factor to declaring the area as Blighted. Grand Island Regular Meeting - 11/9/2022 Page 224 / 314 Blight and Substandard Study – Conestoga Mall Page 16 Blight and Substandard Study – Conestoga Mall INSANITARY AND UNSAFE CONDITIONS Woodsonia commissioned an asbestos analysis of the Conestoga Mall portion of the study area. The study was completed by Heartland Testing and Consulting LLC in August 2022. The following areas for the mall were reviewed and/or sampled. Inspection of the following occupied spaces were not completed due to no access: Units 3A, 4, 7A, 9, 23B, 33, 34, 38 & 40. Inspection of sub- flooring in the occupied tenant spaces of the facility were limited due to current sales area floor coverings. Additional review of the occupied spaces sales are sub-floors should be completed when the spaces are available for destructive review. Below is a summary of the spaces with limited review: 8, 9, 10, 12, 13, 17, 19, 20, 23A, 24, 30, 31, 36, 37, 39A, 40A, 41, 42, 44, 49, 50, 52, 54, 58, 59, 60, 62, Best Buy and Dillard’s. Figure 7 Sample Area Diagram Source: Heartlan Testing Report 2022 The findings of the study found the following: • Sample SR-2 – 12”x12” Black Mastic contains 5% chrysotile asbestos. • Sample SR-4 - 12”x12” Black Mastic contains 5% chrysotile asbestos. • Sample SR-8 - 12”x12” Black Mastic contains 5% chrysotile asbestos. • Sample C-2 – Drywall Joint Compound contains 0.5% chrysotile asbestos. • Sample C-8 – Ceiling Texture contains 10% chrysotile asbestos. • Sample C-11 – Ceiling Texture contains 10% chrysotile asbestos. Sample Y-4 - 12”x12” Black Mastic contains 5% chrysotile asbestos. • Sample Y-10 - 12”x12” Tile contains 3% chrysotile asbestos. • Sample 8B-1 – Black Mastic contains 4% chrysotile asbestos. • Sample 41-1 – 12”x12” Tile contains 3% chrysotile asbestos. Sample 41-1 – Black Mastic contains 5% chrysotile asbestos. • Sample 48-1 – Vinyl Sheet Flooring contains 20% chrysotile asbestos. • Sample 48-2 - Vinyl Sheet Flooring contains 20% chrysotile asbestos. • Sample JC-4 – 12”x12” Black Mastic contains 5% chrysotile asbestos. • Sample JC-8 – Black/Yellow Mastic contains 2% chrysotile asbestos. • Sample JC-9 – Black Mastic contains 4% chrysotile asbestos. Grand Island Regular Meeting - 11/9/2022 Page 225 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 17 • Sample JC-10 – Silver/Black HVAC Sealant contains 6% chrysotile asbestos. • Sample D-1 – Black mastic contains 5% chrysotile asbestos. • Sample SRR-2 – Gray/Black Roof Patch contains 3% chrysotile asbestos. • Assumed – Transite Panels at skylight soffit areas. Based upon information in the report, all but one (highlighted in yellow) of the sample areas require mitigation of the materials by a State of Nebraska certified asbestos contract prior to renovation or demolition activities. Additional information regarding the study findings can be seen in the complete study attached to this report. Therefore, based upon the findings of this asbestos study, the asbestos is a contributing factor to insanitary and unsafe conditions of the study area. DANGEROUS CONDITIONS TO LIFE OR PROPERTY DUE TO FIRE OR OTHER CAUSES Woodsonia commissioned an asbestos analysis of the Conestoga Mall portion of the study area. The study was completed by Heartland Testing and Consulting LLC in August 2022. The following areas for the mall were reviewed and/or sampled. Inspection of the following occupied spaces were not completed due to no access: Units 3A, 4, 7A, 9, 23B, 33, 34, 38 & 40. Inspection of sub- flooring in the occupied tenant spaces of the facility were limited due to current sales area floor coverings. Additional review of the occupied spaces sales are sub-floors should be completed when the spaces are available for destructive review. Below is a summary of the spaces with limited review: 8, 9, 10, 12, 13, 17, 19, 20, 23A, 24, 30, 31, 36, 37, 39A, 40A, 41, 42, 44, 49, 50, 52, 54, 58, 59, 60, 62, Best Buy and Dillard’s, see Figure 7. The findings of the study found the following: • Sample SR-2 – 12”x12” Black Mastic contains 5% chrysotile asbestos. • Sample SR-4 - 12”x12” Black Mastic contains 5% chrysotile asbestos. • Sample SR-8 - 12”x12” Black Mastic contains 5% chrysotile asbestos. • Sample C-2 – Drywall Joint Compound contains 0.5% chrysotile asbestos. • Sample C-8 – Ceiling Texture contains 10% chrysotile asbestos. • Sample C-11 – Ceiling Texture contains 10% chrysotile asbestos. Sample Y-4 - 12”x12” Black Mastic contains 5% chrysotile asbestos. • Sample Y-10 - 12”x12” Tile contains 3% chrysotile asbestos. • Sample 8B-1 – Black Mastic contains 4% chrysotile asbestos. • Sample 41-1 – 12”x12” Tile contains 3% chrysotile asbestos. Sample 41-1 – Black Mastic contains 5% chrysotile asbestos. • Sample 48-1 – Vinyl Sheet Flooring contains 20% chrysotile asbestos. • Sample 48-2 - Vinyl Sheet Flooring contains 20% chrysotile asbestos. • Sample JC-4 – 12”x12” Black Mastic contains 5% chrysotile asbestos. • Sample JC-8 – Black/Yellow Mastic contains 2% chrysotile asbestos. • Sample JC-9 – Black Mastic contains 4% chrysotile asbestos. • Sample JC-10 – Silver/Black HVAC Sealant contains 6% chrysotile asbestos. • Sample D-1 – Black mastic contains 5% chrysotile asbestos. • Sample SRR-2 – Gray/Black Roof Patch contains 3% chrysotile asbestos. • Assumed – Transite Panels at skylight soffit areas. Based upon information in the report, all but one (highlighted in yellow) of the sample areas require mitigation of the materials by a State of Nebraska certified asbestos contract prior to renovation or demolition activities. Additional information regarding the study findings can be seen in the complete study attached to this report. Therefore, based upon the findings of this asbestos study, the asbestos is a contributing factor to dangerous conditions to life or property due to fire or other causes within the study area. Grand Island Regular Meeting - 11/9/2022 Page 226 / 314 Blight and Substandard Study – Conestoga Mall Page 18 Blight and Substandard Study – Conestoga Mall CONTRIBUTING FACTORS UNDER PART B OF THE BLIGHT DEFINITION There were some conditions examined and evaluated in the field and online. Some conditions will be reviewed in detail, on the following pages, while some of the statutory conditions are not present. Age of Structure Age of structures can be a contributing factor to the blighted and substandard conditions in an area. Statutes allow for a predominance of structures 40 years of age or older to be a contributing factor regardless of their condition. The following paragraphs document the structural age of the structures within the Study Area. Note the age of structure was determined from the Appraisal data within the Hall County Assessor’s website data. TABLE 2: AVERAGE STRUCTURAL AGE, BY METHOD - 2018 Number Year Built Age Cumulative Age Running Total 1 1960 62 62 62 1 1970 52 52 114 15 1974 48 720 834 4 1975 47 188 1,022 1 1976 46 46 1,068 2 1978 44 88 1,156 1 1979 43 43 1,199 1 1980 42 42 1,241 2 1981 41 82 1,323 1 1989 33 33 1,356 3 1993 29 87 1,443 1 1995 27 27 1,470 2 1996 26 52 1,522 1 1998 24 24 1,546 1 2007 15 15 1,561 1 2021 1 1 1,562 35 Average 41.8 Source: Hall County Assessor’s and Marvin Planning Consultants 2022 Another method to analyze this area is using square footage. State statute discusses commercial units; in the commercial world, it is not about the building as much as it is about square footage. Therefore, this analysis is also examining the age of the built square footage. Based upon data from the Hall County Assessor’s office, there is a total of 647,019 built square footage in the area. Of the 647,019 total square footage, 610,089 built square feet are 40 years or older, which is 94.3% of the total build out. Therefore, more than 50% of the square footage is 40 years of age or older. Grand Island Regular Meeting - 11/9/2022 Page 227 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 19 Figure 8 Defective Street Layout Grand Island Regular Meeting - 11/9/2022 Page 228 / 314 Blight and Substandard Study – Conestoga Mall Page 20 Blight and Substandard Study – Conestoga Mall Figure 9 Structure Age Grand Island Regular Meeting - 11/9/2022 Page 229 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 21 The final means to examine the age of structures is the actual number of structures within the 40 years or more or less than 40 years categories. Overall, there are 35 structures within the study area, based upon the Hall County Assessor’s data (Hall County Assessor divides the primary mall structure into 11 separate units, thus 35 total). After researching the structural age on the Hall County Assessor’s and Treasurer’s websites, the following breakdown was determined: • 28 (80.0%) unit were determined to be 40 years of age or older • 7 (20.0%) unit were determined to be less than 40 years of age However, when examining the age based upon a cumulative approach, as in Table 2, the average age of the primary structures is equal to 41.8 years; thus, meeting the requirements of the statutes. The age of the structures would be a direct contributing factor. Stable or decreasing population based upon the last two decennial census The population of the study area has seen a stable population based upon the last two decennial census’. Over the course of the past 40 years there have not been any residential units within this study area. Therefore, stable or decreasing population based upon the last two decennial censuses is a contributing factor to the blighted conditions of the area. These conditions are contributing to the blighted conditions of the study area. Criteria under Part A of the Blight Definition • Substantial number of deteriorating structures o Within the study are 80.0% of the structures were deemed to be in either average or badly worn condition. o Several locations around the primary mall are indicating moisture damage to the brick façade. There is clear moisture damage inside of the mall as well. • Deterioration of site or other improvements o The majority of the asphalt parking areas around the primary mall is in a deteriorating state and appears to have forgone updating for a considerable time. o There are several places where the parking surfaces are in a worse than deteriorated state based upon the photographs in the report. • Diversity of Ownership o There are 13 different property owners within the study area. o The majority of the buildings owned by corporations, sit on top of ground owned by another party, typically, Conestoga Realty or Conestoga North. • Improper Subdivision or Obsolete Platting o First and foremost are the private streets on the north side of the study area, Conestoga Drive and Overland Road. o The developed area in the northeast corner of the study area has been built out in a clustered manner, making traffic circulation difficult. o The positioning of lots along West State Street and North Webb Road have access drives in a manner that makes traffic control and congestion problematic. • Faulty Lot Layout o The developed area in the northeast corner of the study area has been built out in a clustered manner, making traffic circulation difficult. o The positioning of lots along West State Street and North Webb Road have access drives in a manner making traffic control and congestion problematic. Grand Island Regular Meeting - 11/9/2022 Page 230 / 314 Blight and Substandard Study – Conestoga Mall Page 22 Blight and Substandard Study – Conestoga Mall • Combination of factors which are impairing and/or arresting sound growth o Functional Obsolescence is a contributing factor to sound growth o Retail markets of the 21st Century are impairing growth of the area o The buildup of the outlots of the mall area • Defective/Inadequate street layouts o The layout of the primary and secondary thoroughfares on site are in conflict with key functional areas such as deliveries and loading docks o The two primary streets entering the mall property from the north are private streets o There are several points along the outer travel route that comes into conflict with secondary travel paths. • Insanitary and Unsafe Conditions o The Conestoga Mall portion of the study area was tested for the presence of asbestos and the report filed in August 2022 indicated mitigatable levels of asbestos present throughout the facility • Dangerous conditions to life or property due to fire or other causes o The Conestoga Mall portion of the study area was tested for the presence of asbestos and the report filed in August 2022 indicated mitigatable levels of asbestos present throughout the facility Criteria under Part B of the Blight Definition • The average age of the residential or commercial units in the area is at least forty years o 28 (80.0%) buildings or improvements were determined to be 40 years of age or older o 7 (20.0%) buildings or improvements were determined to be less than 40 years of age o The average age based upon a cumulative age calculation is 41.8 years. o 94.3% of the built square footage in the study area is 40 years of age or older. • Stable or decreasing population based upon the last two decennial census o The study area has had a stable or decreasing population over the last two decennial census. The other criteria for Blight were not present in the area, these included: • Tax or special assessment delinquency exceeding fair value of the land. • Defective or unusual condition of title, • Unemployment in the designated area is at least 120% of the state or national average. • The per capita income of the area is lower than the average per capita income of the city or village in which the area is designated. These issues were either not present or were limited enough as to have little impact on the overall condition of the study area. Grand Island Regular Meeting - 11/9/2022 Page 231 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 23 Substandard Conditions Age of Structure Age of structures can be a contributing factor to the blighted and substandard conditions in an area. Statutes allow for a predominance of structures 40 years of age or older to be a contributing factor regardless of their condition. The following paragraphs document the structural age of the structures within the Study Area. Note the age of structure was determined from the Appraisal data within the Hall County Assessor’s website data. TABLE 2: AVERAGE STRUCTURAL AGE, BY METHOD - 2018 Number Year Built Age Cumulative Age Running Total 1 1960 62 62 62 1 1970 52 52 114 15 1974 48 720 834 4 1975 47 188 1,022 1 1976 46 46 1,068 2 1978 44 88 1,156 1 1979 43 43 1,199 1 1980 42 42 1,241 2 1981 41 82 1,323 1 1989 33 33 1,356 3 1993 29 87 1,443 1 1995 27 27 1,470 2 1996 26 52 1,522 1 1998 24 24 1,546 1 2007 15 15 1,561 1 2021 1 1 1,562 35 Average 41.8 Source: Hall County Assessor’s and Marvin Planning Consultants 2022 Another method to analyze this area is using square footage. State statute discusses commercial units; in the commercial world, it is not about the building as much as it is about square footage. Therefore, this analysis is also examining the age of the built square footage. Based upon data from the Hall County Assessor’s office, there is a total of 647,019 built square footage in the area. Of the 647,019 total square footage, 610,089 built square feet are 40 years or older, which is 94.3% of the total build out. Therefore, more than 50% of the square footage is 40 years of age or older. The final means to examine the age of structures is the actual number of structures within the 40 years or more or less than 40 years categories. Overall, there are 35 structures within the study area, based upon the Hall County Assessor’s data (Hall County Assessor divides the primary mall structure into 11 separate units, thus 35 total). After researching the structural age on the Hall County Assessor’s and Treasurer’s websites, the following breakdown was determined: • 28 (80.0%) unit were determined to be 40 years of age or older • 7 (20.0%) unit were determined to be less than 40 years of age However, when examining the age based upon a cumulative approach, as in Table 2, the average age of the primary structures is equal to 41.8 years; thus, meeting the requirements of the statutes. The age of the structures would be a direct contributing factor. Grand Island Regular Meeting - 11/9/2022 Page 232 / 314 Blight and Substandard Study – Conestoga Mall Page 24 Blight and Substandard Study – Conestoga Mall Substandard Summary Nebraska State Statute requires that “…an area in which there is a predominance of buildings or improvements, whether nonresidential or residential in character, which, by reason of dilapidation, deterioration, age or obsolescence, inadequate provision for ventilation, light, air, sanitation, or open spaces, high density of population and overcrowding, or the existence of conditions which endanger life or property by fire and other causes, or any combination of such factors, is conducive to ill health, transmission of disease, infant mortality, juvenile delinquency, and crime, (which cannot be remedied through construction of prisons), and is detrimental to the public health, safety, morals, or welfare;” This Study Area in Grand Island meets the defintion of Substandard as defined in the Revised Nebraska State Statutes. FINDINGS FOR GRAND ISLAND BLIGHT STUDY AREA #28 Blight Study Area #28 has several items contributing to the Blight and Substandard Conditions. These conditions include: Blighted Conditions under Part A • Substantial number of deteriorating structures • Deterioration of site or other improvements • Diversity of Ownership • Improper Subdivision or Obsolete Platting • Faulty Lot Layout • Combination of factors which are impairing and/or arresting sound growth • Defective/Inadequate street layouts • Insanitary and Unsafe Conditions • Dangerous conditions to life or property due to fire or other causes Criteria under Part B of the Blight Definition • The average age of the residential or commercial units in the area is at least forty years • Stable or decreasing population based upon the last two decennial census Substandard Conditions • Average age of the structures in the area is at least forty years Grand Island Regular Meeting - 11/9/2022 Page 233 / 314 Blight and Substandard Study – Conestoga Mall Blight and Substandard Study – Conestoga Mall Page 25 Asbestos Study Grand Island Regular Meeting - 11/9/2022 Page 234 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM LIMITED NESHAP ASBESTOS SAMPLING REPORT Conestoga Mall 3404 W 13th Street Grand Island, Nebraska Prepared for: Woodsonia Acquisitions, LLC 20010 Manderson Street Ste: 2 Elkhorn NE 68022 August 5, 2022 Grand Island Regular Meeting - 11/9/2022 Page 235 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM LIMITED NESHAP ASBESTOS SAMPLING REPORT Date of Report: August 5, 2022 Project Name: Limited NESHAP Asbestos Inspection Site Characterization: Conestoga Mall 3408 W 13th Street Grand Island, NE 68803 Inspection Date: July 11th, July 12th, July 14th, July 21 & July 27, 2022 Inspector Name/License #: Michael A. Smith NE Asbestos Inspector/Management Planner #920 Outside Information: None Inspection Limitations: Inspection of the following occupied spaces were not completed due to no access: Units 3A, 4, 7A, 9, 23B, 33, 34, 38 & 40 Inspection of sub-flooring in the occupied tenant spaces of the facility were limited due to current sales area floor coverings. Additional review of the occupied spaces sales are sub-floors should be completed when the spaces are available for destructive review. Below is a summary of the spaces with limited review: 8, 9, 10, 12, 13, 17, 19, 20, 23A, 24, 30, 31, 36, 37, 39A, 40A, 41, 42, 44, 49, 50, 52, 54, 58, 59, 60, 62, Best Buy and Dillard’s. Summarized Findings: The following is a summary of the asbestos-containing materials identified in the inspection areas of the structure: Sample SR-2 – 12”x12” Black Mastic contains 5% chrysotile asbestos. Sample SR-4 - 12”x12” Black Mastic contains 5% chrysotile asbestos. Sample SR-8 - 12”x12” Black Mastic contains 5% chrysotile asbestos. Sample C-2 – Drywall Joint Compound contains 0.5% chrysotile asbestos. Sample C-8 – Ceiling Texture contains 10% chrysotile asbestos. Sample C-11 – Ceiling Texture contains 10% chrysotile asbestos. Sample Y-4 - 12”x12” Black Mastic contains 5% chrysotile asbestos. Sample Y-10 - 12”x12” Tile contains 3% chrysotile asbestos. Sample 8B-1 – Black Mastic contains 4% chrysotile asbestos. Sample 41-1 – 12”x12” Tile contains 3% chrysotile asbestos. Sample 41-1 – Black Mastic contains 5% chrysotile asbestos. Sample 48-1 – Vinyl Sheet Flooring contains 20% chrysotile asbestos. Sample 48-2 - Vinyl Sheet Flooring contains 20% chrysotile asbestos. Sample JC-4 – 12”x12” Black Mastic contains 5% chrysotile asbestos. Sample JC-8 – Black/Yellow Mastic contains 2% chrysotile asbestos. Sample JC-9 – Black Mastic contains 4% chrysotile asbestos. Sample JC-10 – Silver/Black HVAC Sealant contains 6% chrysotile asbestos. Sample D-1 – Black mastic contains 5% chrysotile asbestos. Sample SRR-2 – Gray/Black Roof Patch contains 3% chrysotile asbestos. Assumed – Transite Panels at skylight soffit areas. Grand Island Regular Meeting - 11/9/2022 Page 236 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Any building material that contains greater than 1% asbestos is considered regulated and should be removed by a State of Nebraska certified asbestos abatement contractor prior to renovation or demolition activities. Any presumed or building material known to contain <1% asbestos must be removed prior to renovation work to meet OSHA occupational exposure requirements. Sample C-2: Wall Board System Joint Compound The definition of asbestos-containing material (ACM) presented at 29 CFR 1910.1001(b), 29 CFR 1915(b), and 29 CFR 1926.1101(b); OSHA regards each of the items used to construct wall shells from wallboard panels as separate materials. Each of these materials that may contain asbestos must be analyzed separately for their asbestos content. OSHA does not regard wallboard/gypsum wallboard and joint compound as a surfacing material. If a wall shell is constructed of ACM joint compound and wallboard panels that are not ACM, then removal of the wall shell is considered OSHA Class II asbestos work. For a full listing of materials tested please see table 1. Laboratory analytical results are presented in Appendix D. Asbestos sample photographs are presented in Appendix E. Facility diagram is presented in Appendix F. Grand Island Regular Meeting - 11/9/2022 Page 237 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Table 1: Sample Analysis Results Material Location Quantity* Asbestos % Friable Sample # 12”x12” Gray/Tan Mottled VFT w/ Yellow Mastic Sears - ND No SR-1 VFT & Black Mastic (Under SR-1) Sears 60,000 sf. Mastic – 5% Chrysotile No SR-2 12”x12” Gray Mottled VFT w/ Yellow Mastic Sears - ND No SR-3 VFT (Under SR-3) & Black Mastics Sears SR-2 Mastic – 5% Chrysotile No SR-4 12”x12” White/Black/Gray VFT w/ Yellow Mastic Sears - ND No SR-5 12”x12” White w/ Black Streaked VFT w/ Yellow Mastic Sears - ND No SR-6 Drywall Sears - ND No SR-7 12”x12” Tan Mottled VFT & Black Mastic Sears SR-2 Mastic – 5% Chrysotile No SR-8 Drywall & Joint Compound (Composite) Sears - ND No SR-9 12”x12” White w/ Black Specks VFT w/ Yellow Mastic Sears - ND No SR-10 12”x12” Gray w/ Black Specks VFT w/ Yellow Mastic Sears - ND No SR-11 2’x4’ Ceiling Tile w/ Large/Small Dents Corridors - ND No C-1 Drywall & Joint Compound Original Structure Walls & Ceilings Joint Compound – 0.5% No C-2 Ceiling Texture Corridor - ND No C-3 2’x4’ Ceiling Tile w/ Pinholes & Large/Small Dents Corridor - ND No C-4 Ceiling Texture Corridor - ND No C-5 2’x4’ Ceiling Tile w Fissures & Pinholes Corridors - ND No C-6 Drywall & Joint Compound Corridor - ND No C-7 Ceiling Texture Original Corridor 13,000 sf. 10% Chrysotile No C-8 Ceiling Texture Corridor - ND No C-9 2’x4’ Ceiling Tile w/ Pinholes and Dents Corridor - ND No C-10 Ceiling Texture Original Corridor C-8 10% Chrysotile No C-11 Wood Flooring w/ Black Mastic Unit 5 - ND No C-12 12”x12” Gray Mottled w/ Black Streaked VFT Unit 5 - ND No 5-1 Black Baseboard Unit 5 - ND No 5-2 Mudded Fitting Unit 5 - ND No 5-3 12”x12” Tan Mottled VFT w/ Yellow Mastic Younkers - ND No Y-1 12”x12” Gray VFT Younkers - ND No Y-2 12”x12” White w/ Blue/Gray Streaked VFT & Yellow Mastic Younkers - ND No Y-3 12”x12” Black VFT w/ Black Mastic Younkers 10 sf. Mastic – 5% Chrysotile No Y-4 12”x12” White w/ Brown Streaked VFT Younkers - ND No Y-5 12”x12” VFT with ½” Square Pattern Younkers - ND No Y-6 Drywall & Joint Compound Younkers - ND No Y-7 Brown Baseboard w/ Brown Adhesive Younkers - ND No Y-8 Mudded Pipe Hanger Younkers - ND No Y-9 12”x12” White w/ Brown Streaked VFT & Black Mastic Younkers 5,000 sf. Tile – 3% Chrysotile No Y-10 12”x12” Blue/Green VFT Younkers - ND No Y-11 12”x12” Off-White w/ Blue Streaked VFT Younkers - ND No Y-12 Ceiling Texture (E & S Vestibules) Younkers C-8 10% Chrysotile No C-8 12”x12” Tan Mottled VFT & Yellow Mastic Unit 8A - ND No 8A-1 Tan Carpet Mastic Unit 8A - ND No 8A-2 ND-Non-Detect SF.-Square Foot LF.-Lineal Feet CT-Ceiling Tile VFT-Vinyl Floor Tile VSF-Vinyl Sheet Flooring Grand Island Regular Meeting - 11/9/2022 Page 238 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Material Location Quantity* Asbestos % Friable Sample # VSF w/ Mastic (Bathroom) Unit 8B 80 sf. Mastic - 4% Chrysotile No 8B-1 12”x12” VFT w/ Yellow Mastic Unit 8B - ND No 8B-2 Gray Pebble Pattern VSF Unit 11 - ND No 11-1 12”x12” White w/ Gray Streaked VFT Unit 11 - ND No 11-2 Black Mastic Unit 17 - ND No 17-1 12”x12” Tan Mottled VFT w/ Yellow Mastic Unit 20-1 - ND No 20-1 12”x12” White w/ Brown Mottled VFT Unit 23A-1 - ND No 23A-1 Black Mastic Unit 24 - ND No 24-1 12”x12” White w/ Gray Mottled VFT Unit 31 - ND No 31-1 Black Mastic Unit 39 - ND No 39-1 VSF Unit 40A - ND No 40A-1 12”x12” Tan w/ Brown Pitted VFT & Black Mastic Unit 41 300 sf. Tile - 3% Chrysotile Mastic – 5% Chrysotile No 41-1 12”x12” VFT and Mastic Unit 42 - ND No 42-1 12”x12” Black VFT Unit 43 - ND No 43-1 Tan VSF Unit 48 150 sf. 20% Chrysotile No 48-1 Tan Designed VSF Unit 48 200 sf. 20% Chrysotile No 48-2 Drywall & Joint Compound Unit 48 - ND No 48-3 Wall Texture Unit 48 - ND No 48-4 Mudded Fitting Unit 48 - ND No 48-5 12”x12” VFT Unit 49 - ND No 49-1 VSF Unit 51 - ND No 51-1 12”x12” White w/ Black Streaked VFT Unit 52 - ND No 52-1 12”x12” VFT Unit 58 - ND No 58-1 12”x12” White w/ Black Streaked VFT & Yellow/Tan Mastic Maint. Room - ND NO Maint-1 12”x12” Tan w/ Brown Streaked VFT & Black Mastic JC Penny - ND No JC-1 12”x12” Brown VFT w/ Brown Mastic JC Penny - ND No JC-2 12”x12” Black w/ White Streaked VFT JC Penny - ND No JC-3 12”x12” Tan Marbled VFT & Black Mastic JC Penny 30,000 sf. Mastic – 5% Chrysotile No JC-4 12”x12” Beige Mottled VFT & Yellow Mastic JC Penny - ND No JC-5 12”x12” Off-White/Tan Mottled VFT & Yellow Mastic JC Penny - ND No JC-6 Ceiling Tile w/ Pinholes and Holes JC Penny - ND No JC-7 Black/Yellow Mastic JC Penny JC-4 2% Chrysotile No JC-8 12”x12” White w/ Black Streaked VFT & Black Mastic (Sales Floor) JC Penny JC-4 Mastic - 4% Chrysotile No JC-9 Silver/Black HVAC Duct Sealant (JC Penny Roof) JC Penny 80 sf. 6% Chrysotile No JC-10 12”x12” Cream w/ Brown Streaked VFT Black Mastic Unit 16 - ND No 16-1 12”x12” Tan/Olive/Blue Mottled VFT Unit 22 - ND No 22-1 12”x12” VFT (Under Carpet) w/ Yellow Carpet and Black Mastics Paint Room - ND No PR-1 12”x12” Cream w/ Brown Streaked VFT & Black Mastic Unit 57 - ND No 57-1 Tan 4” Square Design VSF Unit 64 - ND No 64-1 12”x12” White w/ Black Streaked VFT & Yellow Mastic Security Office - ND No SO-1 2’x2” Ceiling Tile w/ Deep Design Civic Room - ND No CR-1 ND-Non-Detect SF.-Square Foot LF.-Lineal Feet CT-Ceiling Tile VFT-Vinyl Floor Tile VSF-Vinyl Sheet Flooring Grand Island Regular Meeting - 11/9/2022 Page 239 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Material Location Quantity* Asbestos % Friable Sample # Black Roof Flashing Tar Sears Roof - ND No SRR-1 Gray/Black Patch Sealant Sears Roof 1 sf. 3% Chrysotile No SRR-2 Black Roof Flashing Tar Sears Roof - ND No SRR-3 Black Roof Tar JCP Roof - ND No JCR-1 Black Speckled Asphalt Roll & Black Tar JCP Roof - ND No JCR-2 Black Roof Tar JCP Roof - ND No JCR-3 Black Speckled Asphalt Roll & Black Tar JCP Roof - ND No JCR-4 VSF w/ Adhesive Unit 8B - ND No 8B-1 12”x12” VFT w/ Yellow Mastic Unit 8B - ND No 8B-2 Black Mastic Unit 17 - ND No 17-1 12”x12” Tan Mottled VFT w/ Yellow Mastic Unit 20 - ND No 20-1 12”x12” White w/ Brown Mottled VFT Unit 23 - ND No 23A-1 Black Mastic Unit 24 - ND No 24-1 12”x12” White w/ Gray Mottled VFT Unit 31 - ND No 31-1 B:ack Mastic Unit 39 - ND No 39-1 VSF Unit 40A - ND No 40A-1 12”x12” Tan w/ Brown Pitted VFT and Black Mastic Unit 41 - ND No 41-1 12”x12” VFT and Yellow Mastic Unit 42 - ND No 42-1 12”x12” Black VFT Unit 43 - ND No 43-1 Mudded Fitting (Roof Drain) Unit 48 - ND No 48-5 12”x12” VFT Unit 49 - ND No 49-1 VSF Unit 51 - ND No 51-1 12”x12” White w/ Black Streaked VFT Unit 52 - ND No 52-1 12”x12” VFT Unit 58 - ND No 58-1 Drywall & Joint Compound Best Buy ND No BB-1 Tan Vinyl Plank Flooring Best Buy ND No BB-2 12”x12” Blue/Gray Mottled VFT & Black Mastic Dillard’s 120,000 sf. Mastic – 5% Chrysotile No D-1 Drywall Dillard’s ND No D-2 12”x12” Tan w/ Blue Mottled VFT Dillard’s ND No D-3 Mudded Fitting Dillard’s ND No D-4 Transite Soffit Panels Sky Light Areas 3,000 sf. Assumed No ---- ND-Non-Detect SF.-Square Foot LF.-Lineal Feet CT-Ceiling Tile VFT-Vinyl Floor Tile VSF-Vinyl Sheet Flooring *The quantities listed above are based upon the inspector's field measurements and are provided as estimates only. Grand Island Regular Meeting - 11/9/2022 Page 240 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Scope of Services A visual inspection and sampling survey was conducted in general accordance with EPA/NESHAP guidelines to determine the presence of suspect asbestos-containing building materials (ACBM) in demolition and renovation projects. Survey Methodology This asbestos survey was performed by a State of Nebraska licensed asbestos inspector. An initial building walk through was conducted to determine the presence of suspect materials, homogeneous materials, and functional spaces throughout the facility. Following the walk through, the inspector collects samples of selected materials identified as suspect ACBM. Sampling is limited to those materials which do not involve destruction of building elements, physical barriers, or the structural integrity of the item being tested. Confined spaces and areas with structural deficiencies are also not inspected unless noted. EPA guidelines were used to determine the sampling protocol. Sampling locations were chosen to be representative of the homogeneous sampling area. While an effort was made to collect samples randomly, samples were taken preferentially from areas which were the least visible to minimize disturbance of the material. Laboratory Methodology Bulk samples obtained from the facility were analyzed at an accredited laboratory listed on the National Voluntary Laboratory Accreditation Program (NVLAP) using Polarized Light Microscopy (PLM) or point count methodology (PC) as needed. Laboratory certifications and statements of qualifications can be provided as needed. Warranty HTC and its inspectors are trained and licensed to perform the services provided. All care is taken to provide a product of the highest quality in line with professional standards. All care is taken to examine the entirety of the facility or area requested in so far as it is safe to do so. The value of the warranty or any claims cannot exceed the value paid for this report or survey. Survey and Analysis Results For a detailed report on laboratory findings please refer to Appendix D. Quantities of materials sampled are estimated from field measurements. Owner, contractor, or other operators should field verify all quantities to ensure accuracy. Grand Island Regular Meeting - 11/9/2022 Page 241 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Appendix A – Licensing: Grand Island Regular Meeting - 11/9/2022 Page 242 / 314 NEB~A-S ~ Good Life. Great Mission. DEPT. OF HEALTH AND HUMAN SERVICES Public Health Licensure Unit Certification of Licensure Pete Ricketts, Governor This certificate serves as primary source verification of licensure in the State of Nebraska as of the close of the business day before 6/24/2021. Name: Type: Number: Status: Issued: Expiration: Education: Michael Aaron Smith Asbestos Management Planner 920 Active 01/29/2015 02/28/2023 None on record at this time Di sci pl i nary/Non-Disciplinary Information: No disciplinary/non-disciplinary actions taken against this license. If you have questions about this information, please contact the Licensure Unit at (402) 471-2115 or DHHS.LicensureUnit@nebraska.gov. Grand Island Regular Meeting - 11/9/2022 Page 243 / 314 State of Nebraska Department of Health and Human Services Division of Public Health Michael Aaron Smith Asbestos Management Planner License #: 920 Status: Active Expiration: 02/28/2023 Grand Island Regular Meeting - 11/9/2022 Page 244 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Appendix B – Regulatory Overview: Grand Island Regular Meeting - 11/9/2022 Page 245 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM There are several government agencies with regulations pertaining to asbestos, renovation, and demolition projects in Nebraska. The following items are summaries of their involvement. Environmental Protection Agency Asbestos Hazard Emergency Response Act (AHERA) – This act contains many regulations pertaining exclusively to schools and can be found in 40 Code of Federal Regulation (CFR), Part 763. National Emissions Standards for Hazardous Air Pollutants (NESHAP) – NESHAP regulations govern most of the asbestos related renovation and demolition projects. The full text can be found in 40 CFR. Part 61. - Requires an asbestos inspection prior to renovation and demolition projects. - Requires removal of materials prior to being disturbed by renovation or demolition activities. - Requires ten government working day notification prior to any renovation, demolition, or asbestos removal activities on projects greater than 160 square feet or 260 lineal feet. All demolition projects must be notified regardless of if asbestos is present. - Regulates the training requirements for asbestos professionals. - Regulates the identification, removal, transportation, and disposal of asbestos containing materials. Nebraska Department of Health & Human Services Asbestos Control Program This state agency is delegated certain responsibilities created by the EPA regulations. For more information visit the programs website located at https://dhhs.ne.gov/Pages/Asbestos.aspx. - Requires an asbestos inspection be performed by a licensed inspector prior to any renovation or demolition project. From the Program website: “Before you begin demolition or renovation of a project by anyone other than a homeowner (in that person’s residential property of 4 units or less), each residential or commercial property owner must have a thorough inspection for asbestos-containing materials. This inspection must be performed by a Nebraska-certified asbestos inspector.” - Requires a ten-day (14 calendar day) notification on projects greater than 160 square feet or 260 lineal feet. - Requires state licensed personnel do all asbestos work except that exempted by the residential exemption found in glossary. - Regulates work practices for all asbestos work. - Enforces State regulations and some EPA regulations. Nebraska Department of Environment and Energy (NDEE) NDEQ regulations require removal of asbestos prior to demolition or renovation. NDEE also regulates the disposal of asbestos wastes and construction and demolition (C & D) materials. - Requires use of personnel licensed in accordance with NDOH. - Requires inspection and removal of ACM in demolition and renovations projects. - Requires the same ten-day notification as above. - Requires all asbestos waste be disposed of in a licensed landfill permitted to accept asbestos. Grand Island Regular Meeting - 11/9/2022 Page 246 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM - Requires all C&D material be disposed of or recycled in a permitted facility. - Requires an inspection and removal of any ACM prior to a fire training exercise. Also requires disposal of ashes from said burn in a licensed landfill. Occupational Safety and Health Administration (OSHA) OSHA regulates asbestos as it pertains to the safety and health of all workers on site. Further information can be found in 29 cfr. 1926.1101. - Requires owners of facilities to perform a survey of asbestos containing materials and institute an operations and maintenance plan to keep materials in good condition. - Regulates work practices for removal and repair of ACM as it pertains to employee safety. - Requires air monitoring be performed in certain situations to protect safety of asbestos workers as well as any other workers that may be in the area or structure. - Requires medical monitoring, respiratory protection, and education of employees working with asbestos. - OSHA may regulate materials whose asbestos content does not meet the EPA definition of an asbestos containing material. Grand Island Regular Meeting - 11/9/2022 Page 247 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Appendix C - Glossary of Terms: Grand Island Regular Meeting - 11/9/2022 Page 248 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Approved Asbestos Waste Disposal Site - means a solid waste disposal area that is operated under a permit issued by the Nebraska Department of Environmental Quality and is authorized to receive asbestos containing solid wastes. See Appendix E. Asbestos – means asbestiform varieties of chrysotile, crocidolite, amosite, anthophyllite, tremolite and actinolite. Asbestos Containing Materials or ACM – means any material or product, which contains more than 1% asbestos. Asbestos Project – means an asbestos encapsulation project, an asbestos removal project, an asbestos enclosure project, an asbestos related demolition project or an asbestos related dismantling project, but shall not include any activities which affect three (3) square feet or less or three (3) linear feet or less of ACM on or in a structure or equipment or any appurtenances thereto, or (b) any activities physically performed by a homeowner, a member of the home owner's family or an unpaid volunteer on or in the home owner's residential property of four units or less. Bulk Sample – a solid quantity of a building material suspected of containing asbestos and that will be analyzed for the presence of asbestos. Demolition – means the wrecking, razing, or removal of any structure or load-supporting structural item of any structure, including any related material handling operations, and includes the intentional burning of any structure. Friable Asbestos – means asbestos in a form which can be crumbled, pulverized, or reduced to powder by hand pressure. Caution: Non-friable asbestos which becomes friable is classified as friable asbestos. Inspector – means an individual who is certified by the Department to identify and assess the condition of ACM. Inspectors shall perform their duties in accordance with the techniques, knowledge, training and responsibilities outlined in 008.04A8. Management Planner – means an individual who is certified by the Department to assess the hazard of materials containing asbestos, to determine the appropriate response actions and to write management plans. Non-friable ACM – any material containing more than one percent asbestos (as determined by Polarized Light Microscopy), that when dry, cannot be crumbled, pulverized, or reduced to powder by hand pressure, Nonfriable asbestos is further divided into categories I and II. Category I includes packings, gaskets, resilient floor covering, and asphalt roofing. Category II includes any material not in Category I. Project Designer – means an individual who is certified by the Department to formulate plans and write specifications for conducting asbestos projects. Grand Island Regular Meeting - 11/9/2022 Page 249 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM RACM – Regulated Asbestos-Containing Material (ACM) is: - Friable asbestos; - Category I non-friable ACM that has become friable due to destructive handling; - Category I non-friable ACM that will be or has been subjected to sanding, grinding, cutting, or abrading; or - Category II non-friable ACM that has a high probability of becoming or has become crumbled, pulverized, or reduced to powder by the forces expected to act on the material during demolition or renovation operations regulated by the Asbestos National Emission Standard for Hazardous Air Pollutants (NESHAP). Renovation – means the altering of a structure, one or more structural items, or one or more equipment items in any way, including any asbestos project performed on a structure, structural item, or equipment item. Structure or Structural Item – means roofs, walls, ceilings, floors, structural supports, pipes, ducts, fittings and fixtures that have been installed as an integral part of any structure. Thermal System Insulation (TSI) – ACM applied to pipes, fittings, boilers, breeching, tanks, ducts or other structural components to prevent heat loss or gain. Grand Island Regular Meeting - 11/9/2022 Page 250 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Appendix D – Laboratory Analytical Results Grand Island Regular Meeting - 11/9/2022 Page 251 / 314 Date Received: 13-Jul-2022 14-Jul-2022Date Analyzed: 15-Jul-2022Date Reported: JH22138748Order #: 2973888Project #: EMLab ID 2973888 10900 Brittmoore Park Drive, Ste. G Houston TX 77041 Eurofins EMLab P&K - Houston Donnie Combs Bulk Asbestos Fiber Analysis by Polarized Light Microscopy (PLM) Appx E Sub E 40 CFR 763 / EPA 600/R-93/116 Sample Description Asbestos ConstituentsSample ID #Non-Asbestos Constituents Eurofins J3 Resources, Inc. 6110 W. 34th Street, Houston, Texas 77092 Phone: (713) 290-0221 - Fax: (713) 290-0248 J3Resources.com LAYER 1 Floor Tile, Beige, Homogeneous None DetectedSR-1 Non-Fibrous Material 100% LAYER 2Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% LAYER 1 Mastic, Yellow, Homogeneous None DetectedSR-2 Non-Fibrous Material 100% LAYER 2 Floor Tile, Beige, Homogeneous None Detected Non-Fibrous Material 100% LAYER 3 Mastic, Black, Homogeneous Chrysotile 5%Non-Fibrous Material 95% LAYER 1 Floor Tile, Off White, Homogeneous None DetectedSR-3 Non-Fibrous Material 100% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% LAYER 1 Mastic, Yellow, Homogeneous None DetectedSR-4 Non-Fibrous Material 100% LAYER 2 Floor Tile, White, Homogeneous None Detected Non-Fibrous Material 100% LAYER 3 Mastic, Black, Homogeneous Chrysotile 5%Non-Fibrous Material 95% LAYER 1 Floor Tile, Gray, Homogeneous None DetectedSR-5 Non-Fibrous Material 100% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Results apply to the sample as received and relate only to the items tested. This report is for the exclusive use of the addressed client and shall not be reproduced except in full, without written approval by Eurofins J3 Resources, Inc. (EJ3). Samples are analyzed according to the methods listed above and are subject to the inherent limitations of PLM and interference of matrix components. Reporting limit for the above method is a function of the quantity of sample analyzed, matrix interference, sample preparation, fiber size, and distribution. Asbestos may be detected in concentrations of <1% by area if sufficient material is analyzed. All reported results have been determined by calibrated visual estimation (CVE) unless otherwise noted. According to the USEPA 1991 Clarification and the Texas Asbestos Health Protection Rule, a material containing asbestos of <10% by CVE (including <1% asbestos) can only be demonstrated as a non-asbestos containing building material (non-ACBM) if confirmed by point counting. EJ3 recommends TEM confirmation of soils, vermiculite and non-friable organically bound materials (NOB) reported as None Detected or < 1% Asbestos by PLM. All samples received in good condi- tion unless otherwise noted. This report shall not be used to claim product approval, certification, or endorsement by NVLAP, NIST, or any agency of the federal government. Scott Ward, Ph.D. Lab Director NVLAP Lab Code: 200525-0 TDSHS License: 30-0273 Page 1 of 5 Anh Phung Analyst Grand Island Regular Meeting - 11/9/2022 Page 252 / 314 Date Received: 13-Jul-2022 14-Jul-2022Date Analyzed: 15-Jul-2022Date Reported: JH22138748Order #: 2973888Project #: EMLab ID 2973888 10900 Brittmoore Park Drive, Ste. G Houston TX 77041 Eurofins EMLab P&K - Houston Donnie Combs Bulk Asbestos Fiber Analysis by Polarized Light Microscopy (PLM) Appx E Sub E 40 CFR 763 / EPA 600/R-93/116 Sample Description Asbestos ConstituentsSample ID #Non-Asbestos Constituents Eurofins J3 Resources, Inc. 6110 W. 34th Street, Houston, Texas 77092 Phone: (713) 290-0221 - Fax: (713) 290-0248 J3Resources.com LAYER 1 Floor Tile, Lt. Gray, Homogeneous None DetectedSR-6 Non-Fibrous Material 100% LAYER 2Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Cellulose Fiber Fibrous Glass Wallboard, Brown/ White, Homogeneous None DetectedSR-7 10% <1% Non-Fibrous Material 90% LAYER 1Mastic, Gray/ Clear, Homogeneous None DetectedSR-8 Non-Fibrous Material 100% LAYER 2 Floor Tile, Beige, Homogeneous None Detected Non-Fibrous Material 100% LAYER 3 Mastic, Black, Homogeneous Chrysotile 5%Non-Fibrous Material 95% LAYER 1 Joint Compound, White, Homogeneous None DetectedSR-9 Non-Fibrous Material 100% Cellulose Fiber Fibrous Glass LAYER 2 Wallboard, Brown/ White, Homogeneous None Detected 10% <1% Non-Fibrous Material 90% LAYER 1 Mastic, Gray/ Clear, Homogeneous None DetectedSR-10 Non-Fibrous Material 100% LAYER 2 Floor Tile, Off White, Homogeneous None Detected Non-Fibrous Material 100% LAYER 3 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Results apply to the sample as received and relate only to the items tested. This report is for the exclusive use of the addressed client and shall not be reproduced except in full, without written approval by Eurofins J3 Resources, Inc. (EJ3). Samples are analyzed according to the methods listed above and are subject to the inherent limitations of PLM and interference of matrix components. Reporting limit for the above method is a function of the quantity of sample analyzed, matrix interference, sample preparation, fiber size, and distribution. Asbestos may be detected in concentrations of <1% by area if sufficient material is analyzed. All reported results have been determined by calibrated visual estimation (CVE) unless otherwise noted. According to the USEPA 1991 Clarification and the Texas Asbestos Health Protection Rule, a material containing asbestos of <10% by CVE (including <1% asbestos) can only be demonstrated as a non-asbestos containing building material (non-ACBM) if confirmed by point counting. EJ3 recommends TEM confirmation of soils, vermiculite and non-friable organically bound materials (NOB) reported as None Detected or < 1% Asbestos by PLM. All samples received in good condi- tion unless otherwise noted. This report shall not be used to claim product approval, certification, or endorsement by NVLAP, NIST, or any agency of the federal government. Scott Ward, Ph.D. Lab Director NVLAP Lab Code: 200525-0 TDSHS License: 30-0273 Page 2 of 5 Anh Phung Analyst Grand Island Regular Meeting - 11/9/2022 Page 253 / 314 Date Received: 13-Jul-2022 14-Jul-2022Date Analyzed: 15-Jul-2022Date Reported: JH22138748Order #: 2973888Project #: EMLab ID 2973888 10900 Brittmoore Park Drive, Ste. G Houston TX 77041 Eurofins EMLab P&K - Houston Donnie Combs Bulk Asbestos Fiber Analysis by Polarized Light Microscopy (PLM) Appx E Sub E 40 CFR 763 / EPA 600/R-93/116 Sample Description Asbestos ConstituentsSample ID #Non-Asbestos Constituents Eurofins J3 Resources, Inc. 6110 W. 34th Street, Houston, Texas 77092 Phone: (713) 290-0221 - Fax: (713) 290-0248 J3Resources.com LAYER 1 Floor Tile, Gray, Homogeneous None DetectedSR-11 Non-Fibrous Material 100% LAYER 2Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Cellulose Fiber Mineral Wool Ceiling Tile, White/ Gray, Homogeneous None DetectedC-1 60% 20% Non-Fibrous Material 20% LAYER 1Joint Compound, Beige, Homogeneous ChrysotileC-2 2%Non-Fibrous Material 98% Cellulose Fiber Fibrous Glass LAYER 2 Wallboard, Brown/ White, Homogeneous None Detected 10% <1% Non-Fibrous Material 90% Ceiling Texture, White, Homogeneous None DetectedC-3 Non-Fibrous Material 100% Cellulose Fiber Mineral Wool Ceiling Tile, White/ Gray, Homogeneous None DetectedC-4 60% 20% Non-Fibrous Material 20% Ceiling Texture, White, Homogeneous None DetectedC-5 Non-Fibrous Material 100% Cellulose Fiber Mineral Wool Ceiling Tile, White/ Gray, Homogeneous None DetectedC-6 60% 20% Non-Fibrous Material 20% Results apply to the sample as received and relate only to the items tested. This report is for the exclusive use of the addressed client and shall not be reproduced except in full, without written approval by Eurofins J3 Resources, Inc. (EJ3). Samples are analyzed according to the methods listed above and are subject to the inherent limitations of PLM and interference of matrix components. Reporting limit for the above method is a function of the quantity of sample analyzed, matrix interference, sample preparation, fiber size, and distribution. Asbestos may be detected in concentrations of <1% by area if sufficient material is analyzed. All reported results have been determined by calibrated visual estimation (CVE) unless otherwise noted. According to the USEPA 1991 Clarification and the Texas Asbestos Health Protection Rule, a material containing asbestos of <10% by CVE (including <1% asbestos) can only be demonstrated as a non-asbestos containing building material (non-ACBM) if confirmed by point counting. EJ3 recommends TEM confirmation of soils, vermiculite and non-friable organically bound materials (NOB) reported as None Detected or < 1% Asbestos by PLM. All samples received in good condi- tion unless otherwise noted. This report shall not be used to claim product approval, certification, or endorsement by NVLAP, NIST, or any agency of the federal government. Scott Ward, Ph.D. Lab Director NVLAP Lab Code: 200525-0 TDSHS License: 30-0273 Page 3 of 5 Anh Phung Analyst Grand Island Regular Meeting - 11/9/2022 Page 254 / 314 Date Received: 13-Jul-2022 14-Jul-2022Date Analyzed: 15-Jul-2022Date Reported: JH22138748Order #: 2973888Project #: EMLab ID 2973888 10900 Brittmoore Park Drive, Ste. G Houston TX 77041 Eurofins EMLab P&K - Houston Donnie Combs Bulk Asbestos Fiber Analysis by Polarized Light Microscopy (PLM) Appx E Sub E 40 CFR 763 / EPA 600/R-93/116 Sample Description Asbestos ConstituentsSample ID #Non-Asbestos Constituents Eurofins J3 Resources, Inc. 6110 W. 34th Street, Houston, Texas 77092 Phone: (713) 290-0221 - Fax: (713) 290-0248 J3Resources.com LAYER 1 Joint Compound, White, Homogeneous None DetectedC-7 Non-Fibrous Material 100% Cellulose FiberFibrous GlassLAYER 2Wallboard, Brown/ White, Homogeneous None Detected 10%<1% Non-Fibrous Material 90% Ceiling Texture, White, Homogeneous ChrysotileC-8 10%Non-Fibrous Material 90% Ceiling Texture, White, Homogeneous None DetectedC-9 Non-Fibrous Material 100% Cellulose Fiber Mineral Wool Ceiling Tile, White/ Gray, Homogeneous None DetectedC-10 70% 10% Non-Fibrous Material 20% Ceiling Texture, White, Homogeneous ChrysotileC-11 10%Non-Fibrous Material 90% Cellulose FiberLAYER 1 Wood Flooring, Brown, Homogeneous None DetectedC-12 100% Cellulose FiberLAYER 2 Mastic, Brown, Homogeneous No Black Mastic Present None Detected 2% Non-Fibrous Material 98% LAYER 1 Floor Tile, Tan, Homogeneous None Detected32-1 Non-Fibrous Material 100% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Results apply to the sample as received and relate only to the items tested. This report is for the exclusive use of the addressed client and shall not be reproduced except in full, without written approval by Eurofins J3 Resources, Inc. (EJ3). Samples are analyzed according to the methods listed above and are subject to the inherent limitations of PLM and interference of matrix components. Reporting limit for the above method is a function of the quantity of sample analyzed, matrix interference, sample preparation, fiber size, and distribution. Asbestos may be detected in concentrations of <1% by area if sufficient material is analyzed. All reported results have been determined by calibrated visual estimation (CVE) unless otherwise noted. According to the USEPA 1991 Clarification and the Texas Asbestos Health Protection Rule, a material containing asbestos of <10% by CVE (including <1% asbestos) can only be demonstrated as a non-asbestos containing building material (non-ACBM) if confirmed by point counting. EJ3 recommends TEM confirmation of soils, vermiculite and non-friable organically bound materials (NOB) reported as None Detected or < 1% Asbestos by PLM. All samples received in good condi- tion unless otherwise noted. This report shall not be used to claim product approval, certification, or endorsement by NVLAP, NIST, or any agency of the federal government. Scott Ward, Ph.D. Lab Director NVLAP Lab Code: 200525-0 TDSHS License: 30-0273 Page 4 of 5 Anh Phung Analyst Grand Island Regular Meeting - 11/9/2022 Page 255 / 314 Date Received: 13-Jul-2022 14-Jul-2022Date Analyzed: 15-Jul-2022Date Reported: JH22138748Order #: 2973888Project #: EMLab ID 2973888 10900 Brittmoore Park Drive, Ste. G Houston TX 77041 Eurofins EMLab P&K - Houston Donnie Combs Bulk Asbestos Fiber Analysis by Polarized Light Microscopy (PLM) Appx E Sub E 40 CFR 763 / EPA 600/R-93/116 Sample Description Asbestos ConstituentsSample ID #Non-Asbestos Constituents Eurofins J3 Resources, Inc. 6110 W. 34th Street, Houston, Texas 77092 Phone: (713) 290-0221 - Fax: (713) 290-0248 J3Resources.com LAYER 1 Floor Tile, Tan, Homogeneous None Detected8A-1 Non-Fibrous Material 100% LAYER 2Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Results apply to the sample as received and relate only to the items tested. This report is for the exclusive use of the addressed client and shall not be reproduced except in full, without written approval by Eurofins J3 Resources, Inc. (EJ3). Samples are analyzed according to the methods listed above and are subject to the inherent limitations of PLM and interference of matrix components. Reporting limit for the above method is a function of the quantity of sample analyzed, matrix interference, sample preparation, fiber size, and distribution. Asbestos may be detected in concentrations of <1% by area if sufficient material is analyzed. All reported results have been determined by calibrated visual estimation (CVE) unless otherwise noted. According to the USEPA 1991 Clarification and the Texas Asbestos Health Protection Rule, a material containing asbestos of <10% by CVE (including <1% asbestos) can only be demonstrated as a non-asbestos containing building material (non-ACBM) if confirmed by point counting. EJ3 recommends TEM confirmation of soils, vermiculite and non-friable organically bound materials (NOB) reported as None Detected or < 1% Asbestos by PLM. All samples received in good condi- tion unless otherwise noted. This report shall not be used to claim product approval, certification, or endorsement by NVLAP, NIST, or any agency of the federal government. Scott Ward, Ph.D. Lab Director NVLAP Lab Code: 200525-0 TDSHS License: 30-0273 Page 5 of 5 Anh Phung Analyst Grand Island Regular Meeting - 11/9/2022 Page 256 / 314 Date Received: 20-Jul-2022 20-Jul-2022Date Analyzed: 22-Jul-2022Date Reported: JH22138951Order #: 2973888Project #: EPA 600/M4-82-020; 600/R-93/116 - Point Count Method PC-JH22138748-EMLab ID 2973888 10900 Brittmoore Park Drive, Ste. G Houston TX 77041 Eurofins EMLab P&K - Houston Donnie Combs Bulk Asbestos Fiber Analysis by Polarized Light Microscopy (PLM) Sample Description Asbestos ConstituentsSample ID #Non-Asbestos Constituents Eurofins J3 Resources, Inc. 6110 W. 34th Street, Houston, Texas 77092 Phone: (713) 290-0221 - Fax: (713) 290-0248 J3Resources.com Joint Compound, Beige, Homogeneous Original PLM Result: Chrysotile 2% ChrysotileC-2 LAYER 1 0.50%Non-Fibrous Material 99.50% 400 pt. POINT COUNT Results apply to the sample as received and relate only to the items tested. This report is for the exclusive use of the addressed client and shall not be reproduced except in full, without written approval by Eurofins J3 Resources, Inc. (EJ3). Samples are analyzed according to the methods listed above and are subject to the inherent limitations of PLM and interference of matrix components. Reporting limit for the above method is a function of the quantity of sample analyzed, matrix interference, sample preparation, fiber size, and distribution. Asbestos may be detected in concentrations of <1% by area if sufficient material is analyzed. EJ3 recommends TEM confirmation of soils, vermiculite and non-friable organically bound materials (NOB) reported as None Detected or < 1% Asbestos by PLM. All samples received in good condition unless otherwise noted. This report shall not be used to claim product approval, certification, or endorsement by NVLAP, NIST, or any agency of the federal government. Scott Ward, Ph.D. Lab Director NVLAP Lab Code: 200525-0 TDSHS License: 30-0273 Page 1 of 1 Taylor Smylie Analyst Grand Island Regular Meeting - 11/9/2022 Page 257 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-11-2022 Date of Receipt: 07-13-2022 Date of Report: 07-18-2022 ASBESTOS PLM REPORT Total Samples Submitted:29 Total Samples Analyzed:29 Total Samples with Layer Asbestos Content > 1%:4 Location: 5-1, 12"x12" Gray Mottled w/ Brown Streaked VFT Lab ID-Version‡: 14304823-1 Sample Layers Asbestos Content Gray Floor Tile ND Yellow Mastic ND Sample Composite Homogeneity: Moderate Location: 5-2, Black Baseboard Lab ID-Version‡: 14304824-1 Sample Layers Asbestos Content Black Baseboard ND Yellow Mastic ND Sample Composite Homogeneity: Moderate Location: 5-3, Mudded Fitting Lab ID-Version‡: 14304825-1 Sample Layers Asbestos Content Gray Semi-Fibrous Material ND Composite Non-Asbestos Content: 15% Glass Fibers 5% Cellulose Sample Composite Homogeneity: Good Location: Y-1, 12"x12" Tan Mottled VFT w/ Yellow Mastic Lab ID-Version‡: 14304826-1 Sample Layers Asbestos Content Tan Floor Tile ND Yellow Mastic ND Sample Composite Homogeneity: Moderate EMLab ID: 2974469, Page 2 of 9Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 258 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-11-2022 Date of Receipt: 07-13-2022 Date of Report: 07-18-2022 ASBESTOS PLM REPORT Location: Y-2, 12"x12" Gray VFT Lab ID-Version‡: 14304827-1 Sample Layers Asbestos Content Gray Floor Tile ND Yellow Mastic ND Sample Composite Homogeneity: Moderate EMLab ID: 2974469, Page 3 of 9Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 259 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-11-2022 Date of Receipt: 07-13-2022 Date of Report: 07-18-2022 ASBESTOS PLM REPORT Location: Y-3, 12"x12"White w/ Blue/Gray Streaked VFT w/ Yellow Mastic Lab ID-Version‡: 14304828-1 Sample Layers Asbestos Content White Floor Tile ND Yellow Mastic ND Sample Composite Homogeneity: Moderate Location: Y-4, 12"x12" Black VFT w/ Black Mastic Lab ID-Version‡: 14304829-1 Sample Layers Asbestos Content Black Floor Tile ND Black Mastic 5% Chrysotile Sample Composite Homogeneity: Moderate Location: Y-5, 12"x12" White w/ Brown Streaked VFT Lab ID-Version‡: 14304830-1 Sample Layers Asbestos Content White Floor Tile ND Black Mastic ND Sample Composite Homogeneity: Moderate Location: Y-6, 12"x12" VFT w/ 1/2" Square Pattern Lab ID-Version‡: 14304831-1 Sample Layers Asbestos Content Gray Floor Tile ND Sample Composite Homogeneity: Good EMLab ID: 2974469, Page 4 of 9Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 260 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-11-2022 Date of Receipt: 07-13-2022 Date of Report: 07-18-2022 ASBESTOS PLM REPORT Location: Y-7, Drywall & Joint Compound (COMPOSITE SAMPLE)Lab ID-Version‡: 14304832-1 Sample Layers Asbestos Content White Drywall with Brown Paper ND White Joint Compound ND Composite Non-Asbestos Content: 10% Cellulose Sample Composite Homogeneity: Moderate Location: Y-8, Brown Baseboard w/ Brown Adhesive Lab ID-Version‡: 14304833-1 Sample Layers Asbestos Content Brown Baseboard ND Brown Mastic ND Sample Composite Homogeneity: Moderate Location: Y-9, Mudded Pipe Hager Fitting Lab ID-Version‡: 14304834-1 Sample Layers Asbestos Content Gray Semi-Fibrous Material ND Composite Non-Asbestos Content: 15% Glass Fibers 5% Cellulose Sample Composite Homogeneity: Good Location: 11-1, Gray Pebble Pattern VSF Lab ID-Version‡: 14304835-1 Sample Layers Asbestos Content Gray Sheet Flooring with Fibrous Backing ND Composite Non-Asbestos Content: 15% Cellulose Sample Composite Homogeneity: Good EMLab ID: 2974469, Page 5 of 9Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 261 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-11-2022 Date of Receipt: 07-13-2022 Date of Report: 07-18-2022 ASBESTOS PLM REPORT Location: 11-2, 12"x12" White w/ Gray Streaked VFT w/ Yellow Mastic Lab ID-Version‡: 14304836-1 Sample Layers Asbestos Content White Floor Tile ND Yellow Mastic ND Sample Composite Homogeneity: Moderate Location: 48-1, Tan VSF Lab ID-Version‡: 14304837-1 Sample Layers Asbestos Content Tan Sheet Flooring with Fibrous Backing 20% Chrysotile Composite Non-Asbestos Content: 10% Cellulose Sample Composite Homogeneity: Good Location: 48-2, Tan Designed VSF Lab ID-Version‡: 14304838-1 Sample Layers Asbestos Content Yellow Mastic ND Tan Sheet Flooring with Fibrous Backing 20% Chrysotile Composite Non-Asbestos Content: 10% Cellulose Sample Composite Homogeneity: Moderate Location: 48-3, Drywall & Joint Compound Lab ID-Version‡: 14304839-1 Sample Layers Asbestos Content White Drywall with Brown Paper ND Composite Non-Asbestos Content: 10% Cellulose Sample Composite Homogeneity: Good EMLab ID: 2974469, Page 6 of 9Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 262 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-11-2022 Date of Receipt: 07-13-2022 Date of Report: 07-18-2022 ASBESTOS PLM REPORT Location: 48-4, Wall Texture Lab ID-Version‡: 14304840-1 Sample Layers Asbestos Content White Texture ND Sample Composite Homogeneity: Good Location: Maint-1, 12"x12" White w/ Black Streaked VFT w/ Tan-Yellow Mastic Lab ID-Version‡: 14304841-1 Sample Layers Asbestos Content White Floor Tile ND Yellow Mastic ND Sample Composite Homogeneity: Moderate Location: JC-1, 12"x12" Tan w/ Brown Streaked VFT w/ Black Mastic Lab ID-Version‡: 14304842-1 Sample Layers Asbestos Content Tan Floor Tile ND Black Mastic ND Sample Composite Homogeneity: Moderate Location: JC-2, 12"x12" Brown VFT w/ Brown Mastic Lab ID-Version‡: 14304843-1 Sample Layers Asbestos Content Brown Floor Tile ND Brown Mastic ND Sample Composite Homogeneity: Moderate EMLab ID: 2974469, Page 7 of 9Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 263 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-11-2022 Date of Receipt: 07-13-2022 Date of Report: 07-18-2022 ASBESTOS PLM REPORT Location: JC-3, 12"x12" Black w/ White Streaked VFT Lab ID-Version‡: 14304844-1 Sample Layers Asbestos Content Black Floor Tile ND Sample Composite Homogeneity: Good Location: JC-4, 12"x12" Tan Mottled VFT w/ Yellow Mastic Lab ID-Version‡: 14304845-1 Sample Layers Asbestos Content Tan Floor Tile ND Black Mastic 5% Chrysotile Sample Composite Homogeneity: Moderate Location: JC-5, 12"x12" Beige Mottled VFT w/ Yellow Mastic Lab ID-Version‡: 14304846-1 Sample Layers Asbestos Content Beige Floor Tile ND Sample Composite Homogeneity: Good Location: JC-6, Off-White w/ Tan Mottled VFT w/ Yellow Mastic Lab ID-Version‡: 14304847-1 Sample Layers Asbestos Content Off-White Floor Tile ND Yellow Mastic ND Sample Composite Homogeneity: Moderate EMLab ID: 2974469, Page 8 of 9Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 264 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-11-2022 Date of Receipt: 07-13-2022 Date of Report: 07-18-2022 ASBESTOS PLM REPORT Location: JC-7, 2x4 CT w/ Pineholes and Holes Lab ID-Version‡: 14304848-1 Sample Layers Asbestos Content Beige Ceiling Tile with White Surface ND Composite Non-Asbestos Content: 40% Cellulose 40% Glass Fibers Sample Composite Homogeneity: Good Location: 16-1, 12"x12" Cream w/ Brown Streaked VFT w/ Black Mastic Lab ID-Version‡: 14304849-1 Sample Layers Asbestos Content Cream Floor Tile ND Black Mastic ND Sample Composite Homogeneity: Moderate Location: 22-1, Tan/Olive/Blue Mottled VFT Lab ID-Version‡: 14304850-1 Sample Layers Asbestos Content Tan Floor Tile ND Sample Composite Homogeneity: Good Location: PR-1, 12"x12" VFT (Under Carpet in Restroom)Lab ID-Version‡: 14304851-1 Sample Layers Asbestos Content Yellow Mastic ND Cream Floor Tile ND Black Mastic ND Sample Composite Homogeneity: Poor EMLab ID: 2974469, Page 9 of 9Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 265 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-12-2022 Date of Receipt: 07-14-2022 Date of Report: 07-19-2022 ASBESTOS PLM REPORT Total Samples Submitted:12 Total Samples Analyzed:12 Total Samples with Layer Asbestos Content > 1%:1 Location: CR-1, 2x2 CT w/ Deep Design Lab ID-Version‡: 14309731-1 Sample Layers Asbestos Content Gray Ceiling Tile with White Surface ND Composite Non-Asbestos Content: 60% Glass Fibers 20% Cellulose Sample Composite Homogeneity: Good Location: SO-1, 12x12 White w/ Black Streaked VFT and Yellow Mastic Lab ID-Version‡: 14309732-1 Sample Layers Asbestos Content White Floor Tile ND Yellow Mastic ND Sample Composite Homogeneity: Moderate Location: 8A-2, Yellow Carpet Mastic Lab ID-Version‡: 14309733-1 Sample Layers Asbestos Content Yellow Mastic ND Sample Composite Homogeneity: Good Location: 57-1, 12x12 Cream w/ Beige Streaked VFT w/ Black Mastic Lab ID-Version‡: 14309734-1 Sample Layers Asbestos Content Cream Floor Tile ND Black Mastic ND Sample Composite Homogeneity: Moderate EMLab ID: 2975278, Page 2 of 4Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 266 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-12-2022 Date of Receipt: 07-14-2022 Date of Report: 07-19-2022 ASBESTOS PLM REPORT Location: 64-1, Tan Square Design VSF Lab ID-Version‡: 14309735-1 Sample Layers Asbestos Content Tan Sheet Flooring with Fibrous Backing ND Composite Non-Asbestos Content: 20% Cellulose Sample Composite Homogeneity: Good Location: SRR-1, Black Flashing Tar Lab ID-Version‡: 14309736-1 Sample Layers Asbestos Content Black Roof Flashing ND Sample Composite Homogeneity: Good Location: SRR-2, Black Flashing Tar Lab ID-Version‡: 14309737-1 Sample Layers Asbestos Content Gray/Black Roof Flashing 3% Chrysotile Sample Composite Homogeneity: Good Location: SRR-3, Black Flashing Tar Lab ID-Version‡: 14309738-1 Sample Layers Asbestos Content Black Roof Flashing ND Sample Composite Homogeneity: Good EMLab ID: 2975278, Page 3 of 4Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 267 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-12-2022 Date of Receipt: 07-14-2022 Date of Report: 07-19-2022 ASBESTOS PLM REPORT Location: JCR-1, Black Roof Tar Lab ID-Version‡: 14309739-1 Sample Layers Asbestos Content Black Roofing Tar ND Sample Composite Homogeneity: Good Location: JCR-2, Black Asphalt Roll w/ Black Tar Lab ID-Version‡: 14309740-1 Sample Layers Asbestos Content Black Roofing Material with Grey Pebbles ND Black Tar ND Sample Composite Homogeneity: Moderate Location: JCR-3, Black Roof Tar Lab ID-Version‡: 14309741-1 Sample Layers Asbestos Content Black Roofing Tar ND Sample Composite Homogeneity: Good Location: JCR-4, Black Asphalt Roll w/ Black Tar Lab ID-Version‡: 14309742-1 Sample Layers Asbestos Content Black Roofing Material with Grey Pebbles ND Black Tar ND Sample Composite Homogeneity: Moderate EMLab ID: 2975278, Page 4 of 4Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 268 / 314 Date Received: 26-Jul-2022 27-Jul-2022Date Analyzed: 27-Jul-2022Date Reported: JP221037792Order #: 2982869Project #: EMLab ID 2982869 10900 Brittmoore Park Drive, Ste. G Houston TX 77041 Eurofins EMLab P&K - Houston Donnie Combs Bulk Asbestos Fiber Analysis by Polarized Light Microscopy (PLM) Appx E Sub E 40 CFR 763 / EPA 600/R-93/116 Sample Description Asbestos ConstituentsSample ID #Non-Asbestos Constituents Eurofins J3 Resources, Inc. 3113 Red Bluff Road, Pasadena, TX 77503 Phone: (713) 290-0223 - Fax: (713) 290-0248 J3Resources.com Fibrous GlassLAYER 1 Sheet Flooring, Beige, Homogeneous None Detected8B-1 4% Non-Fibrous Material 96% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% LAYER 3 Float, Gray, Homogeneous None Detected Non-Fibrous Material 100% LAYER 4 Mastic, Black, Homogeneous Chrysotile 4%Non-Fibrous Material 96% LAYER 1 Floor Tile, White, Homogeneous None Detected8B-2 Non-Fibrous Material 100% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Cellulose FiberMastic, Black, Homogeneous None Detected17-1 5% Non-Fibrous Material 95% LAYER 1 Floor Tile, Tan/ Mottled, Homogeneous None Detected20-1 Non-Fibrous Material 100% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Floor Tile, White/Brown/ Mottled, Homogeneous None Detected23A-1 Non-Fibrous Material 100% Cellulose FiberMastic, Black, Homogeneous None Detected24-1 5% Non-Fibrous Material 95% Floor Tile, White/ Gray/ Mottled, Homogeneous None Detected31-1 Non-Fibrous Material 100% Results apply to the sample as received and relate only to the items tested. This report is for the exclusive use of the addressed client and shall not be reproduced except in full, without written approval by Eurofins J3 Resources, Inc. (EJ3). Samples are analyzed according to the methods listed above and are subject to the inherent limitations of PLM and interference of matrix components. Reporting limit for the above method is a function of the quantity of sample analyzed, matrix interference, sample preparation, fiber size, and distribution. Asbestos may be detected in concentrations of <1% by area if sufficient material is analyzed. All reported results have been determined by calibrated visual estimation (CVE) unless otherwise noted. According to the USEPA 1991 Clarification and the Texas Asbestos Health Protection Rule, a material containing asbestos of <10% by CVE (including <1% asbestos) can only be demonstrated as a non-asbestos containing building material (non-ACBM) if confirmed by point counting. EJ3 recommends TEM confirmation of soils, vermiculite and non-friable organically bound materials (NOB) reported as None Detected or < 1% Asbestos by PLM. All samples received in good condi- tion unless otherwise noted. This report shall not be used to claim product approval, certification, or endorsement by NVLAP, NIST, or any agency of the federal government. Duane Salinas Analyst Lab DirectorScott Ward, Ph.D. NVLAP Lab Code: 600120-0 AIHA-LAP, LLC Lab ID: 157714 TDSHS License: 30-0457 Page 1 of 4 Grand Island Regular Meeting - 11/9/2022 Page 269 / 314 Date Received: 26-Jul-2022 27-Jul-2022Date Analyzed: 27-Jul-2022Date Reported: JP221037792Order #: 2982869Project #: EMLab ID 2982869 10900 Brittmoore Park Drive, Ste. G Houston TX 77041 Eurofins EMLab P&K - Houston Donnie Combs Bulk Asbestos Fiber Analysis by Polarized Light Microscopy (PLM) Appx E Sub E 40 CFR 763 / EPA 600/R-93/116 Sample Description Asbestos ConstituentsSample ID #Non-Asbestos Constituents Eurofins J3 Resources, Inc. 3113 Red Bluff Road, Pasadena, TX 77503 Phone: (713) 290-0223 - Fax: (713) 290-0248 J3Resources.com Mastic, Black, Homogeneous None Detected39-1 Non-Fibrous Material 100% LAYER 1Sheet Flooring, White, Homogeneous None Detected40A-1 Non-Fibrous Material 100% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% LAYER 1 Floor Tile, Tan/Brown/Pitted, Homogeneous Chrysotile41-1 3%Non-Fibrous Material 97% LAYER 2 Mastic, Black, Homogeneous Chrysotile 5%Non-Fibrous Material 95% LAYER 1 Floor Tile, White/Gray Streaks, Homogeneous None Detected42-1 Non-Fibrous Material 100% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Floor Tile, Black, Homogeneous None Detected43-1 Non-Fibrous Material 100% Fibrous GlassMud Insulation, Gray, Homogeneous None Detected48-5 25% Non-Fibrous Material 75% LAYER 1 Floor Tile, White, Homogeneous None Detected49-1 Non-Fibrous Material 100% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Results apply to the sample as received and relate only to the items tested. This report is for the exclusive use of the addressed client and shall not be reproduced except in full, without written approval by Eurofins J3 Resources, Inc. (EJ3). Samples are analyzed according to the methods listed above and are subject to the inherent limitations of PLM and interference of matrix components. Reporting limit for the above method is a function of the quantity of sample analyzed, matrix interference, sample preparation, fiber size, and distribution. Asbestos may be detected in concentrations of <1% by area if sufficient material is analyzed. All reported results have been determined by calibrated visual estimation (CVE) unless otherwise noted. According to the USEPA 1991 Clarification and the Texas Asbestos Health Protection Rule, a material containing asbestos of <10% by CVE (including <1% asbestos) can only be demonstrated as a non-asbestos containing building material (non-ACBM) if confirmed by point counting. EJ3 recommends TEM confirmation of soils, vermiculite and non-friable organically bound materials (NOB) reported as None Detected or < 1% Asbestos by PLM. All samples received in good condi- tion unless otherwise noted. This report shall not be used to claim product approval, certification, or endorsement by NVLAP, NIST, or any agency of the federal government. Duane Salinas Analyst Lab DirectorScott Ward, Ph.D. NVLAP Lab Code: 600120-0 AIHA-LAP, LLC Lab ID: 157714 TDSHS License: 30-0457 Page 2 of 4 Grand Island Regular Meeting - 11/9/2022 Page 270 / 314 Date Received: 26-Jul-2022 27-Jul-2022Date Analyzed: 27-Jul-2022Date Reported: JP221037792Order #: 2982869Project #: EMLab ID 2982869 10900 Brittmoore Park Drive, Ste. G Houston TX 77041 Eurofins EMLab P&K - Houston Donnie Combs Bulk Asbestos Fiber Analysis by Polarized Light Microscopy (PLM) Appx E Sub E 40 CFR 763 / EPA 600/R-93/116 Sample Description Asbestos ConstituentsSample ID #Non-Asbestos Constituents Eurofins J3 Resources, Inc. 3113 Red Bluff Road, Pasadena, TX 77503 Phone: (713) 290-0223 - Fax: (713) 290-0248 J3Resources.com Cellulose Fiber Fibrous Glass Sheet Flooring, Beige, Homogeneous None Detected51-1 20% 2% Non-Fibrous Material 78% LAYER 1 Floor Tile, White/Black Streaks, Homogeneous None Detected52-1 Non-Fibrous Material 100% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% LAYER 1 Floor Tile, Tan, Homogeneous None Detected58-1 Non-Fibrous Material 100% LAYER 2 Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% LAYER 1 Floor Tile, White/Brown Streaks, Homogeneous ChrysotileY-10 3%Non-Fibrous Material 97% Cellulose FiberLAYER 2 Mastic, Black, Homogeneous None Detected 2% Non-Fibrous Material 98% LAYER 1 Floor Tile, Blue/ Green, Homogeneous None DetectedY-11 Non-Fibrous Material 100% LAYER 2Mastic, Yellow, Homogeneous None Detected Non-Fibrous Material 100% Floor Tile, White/Blue Streaks, Homogeneous None DetectedY-12 Non-Fibrous Material 100% Mastic, Black/ Yellow, Homogeneous ChrysotileJC-8 2%Non-Fibrous Material 98% Results apply to the sample as received and relate only to the items tested. This report is for the exclusive use of the addressed client and shall not be reproduced except in full, without written approval by Eurofins J3 Resources, Inc. (EJ3). Samples are analyzed according to the methods listed above and are subject to the inherent limitations of PLM and interference of matrix components. Reporting limit for the above method is a function of the quantity of sample analyzed, matrix interference, sample preparation, fiber size, and distribution. Asbestos may be detected in concentrations of <1% by area if sufficient material is analyzed. All reported results have been determined by calibrated visual estimation (CVE) unless otherwise noted. According to the USEPA 1991 Clarification and the Texas Asbestos Health Protection Rule, a material containing asbestos of <10% by CVE (including <1% asbestos) can only be demonstrated as a non-asbestos containing building material (non-ACBM) if confirmed by point counting. EJ3 recommends TEM confirmation of soils, vermiculite and non-friable organically bound materials (NOB) reported as None Detected or < 1% Asbestos by PLM. All samples received in good condi- tion unless otherwise noted. This report shall not be used to claim product approval, certification, or endorsement by NVLAP, NIST, or any agency of the federal government. Duane Salinas Analyst Lab DirectorScott Ward, Ph.D. NVLAP Lab Code: 600120-0 AIHA-LAP, LLC Lab ID: 157714 TDSHS License: 30-0457 Page 3 of 4 Grand Island Regular Meeting - 11/9/2022 Page 271 / 314 Date Received: 26-Jul-2022 27-Jul-2022Date Analyzed: 27-Jul-2022Date Reported: JP221037792Order #: 2982869Project #: EMLab ID 2982869 10900 Brittmoore Park Drive, Ste. G Houston TX 77041 Eurofins EMLab P&K - Houston Donnie Combs Bulk Asbestos Fiber Analysis by Polarized Light Microscopy (PLM) Appx E Sub E 40 CFR 763 / EPA 600/R-93/116 Sample Description Asbestos ConstituentsSample ID #Non-Asbestos Constituents Eurofins J3 Resources, Inc. 3113 Red Bluff Road, Pasadena, TX 77503 Phone: (713) 290-0223 - Fax: (713) 290-0248 J3Resources.com LAYER 1 Floor Tile, White/Black Streaks, Homogeneous None DetectedJC-9 Non-Fibrous Material 100% LAYER 2 Mastic, Black, Homogeneous Chrysotile 4%Non-Fibrous Material 96% Duct Sealant, Silver/ Black, Homogeneous ChrysotileJC-10 6%Non-Fibrous Material 94% Results apply to the sample as received and relate only to the items tested. This report is for the exclusive use of the addressed client and shall not be reproduced except in full, without written approval by Eurofins J3 Resources, Inc. (EJ3). Samples are analyzed according to the methods listed above and are subject to the inherent limitations of PLM and interference of matrix components. Reporting limit for the above method is a function of the quantity of sample analyzed, matrix interference, sample preparation, fiber size, and distribution. Asbestos may be detected in concentrations of <1% by area if sufficient material is analyzed. All reported results have been determined by calibrated visual estimation (CVE) unless otherwise noted. According to the USEPA 1991 Clarification and the Texas Asbestos Health Protection Rule, a material containing asbestos of <10% by CVE (including <1% asbestos) can only be demonstrated as a non-asbestos containing building material (non-ACBM) if confirmed by point counting. EJ3 recommends TEM confirmation of soils, vermiculite and non-friable organically bound materials (NOB) reported as None Detected or < 1% Asbestos by PLM. All samples received in good condi- tion unless otherwise noted. This report shall not be used to claim product approval, certification, or endorsement by NVLAP, NIST, or any agency of the federal government. Duane Salinas Analyst Lab DirectorScott Ward, Ph.D. NVLAP Lab Code: 600120-0 AIHA-LAP, LLC Lab ID: 157714 TDSHS License: 30-0457 Page 4 of 4 Grand Island Regular Meeting - 11/9/2022 Page 272 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-27-2022 Date of Receipt: 07-28-2022 Date of Report: 08-02-2022 ASBESTOS PLM REPORT Total Samples Submitted:6 Total Samples Analyzed:6 Total Samples with Layer Asbestos Content > 1%:1 Location: BB-1, Drywall and Joint Compound Lab ID-Version‡: 14372398-1 Sample Layers Asbestos Content White Drywall with Brown Paper ND White Joint Compound with Paint ND Composite Non-Asbestos Content: 10% Cellulose Sample Composite Homogeneity: Moderate Location: BB-2, Tan Vinyl Plank Flooring Lab ID-Version‡: 14372399-1 Sample Layers Asbestos Content Tan Sheet Flooring ND Sample Composite Homogeneity: Good Location: D-1, 12"x12" Tan w/ Lt. Blue/Gray Mottled VFT & Black Mastic Lab ID-Version‡: 14372400-1 Sample Layers Asbestos Content Tan Floor Tile ND Black Mastic 5% Chrysotile Sample Composite Homogeneity: Good EMLab ID: 2987259, Page 2 of 3Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 273 / 314 Eurofins EMLab P&K 1815 West Diehl Road, Suite 800, Naperville, IL 60563 (866) 871-1984 Fax (856) 334-1040 www.emlab.com Client: Heartland Testing & Consulting C/O: Mike Smith Re: Conestoga Mall; NESHAP Date of Sampling: 07-27-2022 Date of Receipt: 07-28-2022 Date of Report: 08-02-2022 ASBESTOS PLM REPORT Location: D-2, Drywall Lab ID-Version‡: 14372401-1 Sample Layers Asbestos Content White Drywall with Brown Paper ND Composite Non-Asbestos Content: 10% Cellulose Sample Composite Homogeneity: Good Location: D-3, 12"x12" Beige/Tan Mottled VFT Lab ID-Version‡: 14372402-1 Sample Layers Asbestos Content Beige Floor Tile ND Sample Composite Homogeneity: Good Location: D-4, Mudded Fitting Lab ID-Version‡: 14372403-1 Sample Layers Asbestos Content White Semi-Fibrous Material ND Composite Non-Asbestos Content: 15% Glass Fibers Sample Composite Homogeneity: Good EMLab ID: 2987259, Page 3 of 3Eurofins EPK Built Environment Testing, LLC The test report shall not be reproduced except in full, without written approval of the laboratory. The report must not be used by the client to claim product certification, approval, or endorsement by any agency of the federal government. Eurofins EMLab P&K reserves the right to dispose of all samples after a period of thirty (30) days, according to all state and federal guidelines, unless otherwise specified. Inhomogeneous samples are separated into homogeneous subsamples and analyzed individually. ND means no fibers were detected. When detected, the minimum detection and reporting limit is less than 1% unless point counting is performed. Floor tile samples may contain large amounts of interference material and it is recommended that the sample be analyzed by gravimetric point count analysis to lower the detection limit and to aid in asbestos identification. ‡ A "Version" indicated by -"x" after the Lab ID# with a value greater than 1 indicates a sample with amended data. The revision number is reflected by the value of "x". Grand Island Regular Meeting - 11/9/2022 Page 274 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Appendix E – Asbestos Sample Photographs Grand Island Regular Meeting - 11/9/2022 Page 275 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Photo 1: View of Sample SR-1 & SR-2. Photo 2: View of Sample SR-3 & SR-4. Grand Island Regular Meeting - 11/9/2022 Page 276 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Photo 3: View of Sample SR-8. Photo 4: View of sample C-2. Grand Island Regular Meeting - 11/9/2022 Page 277 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Photo 5: View of Sample C-8 & C-11. Photo 6: View of Sample Y-4 & Y-10. Grand Island Regular Meeting - 11/9/2022 Page 278 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Photo 7: View of Sample 41-1. Photo 8: View of Sample 48-1. Grand Island Regular Meeting - 11/9/2022 Page 279 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Photo 9: View of Sample 48-2. Photo 10: View of Sample JC-4. Grand Island Regular Meeting - 11/9/2022 Page 280 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Photo 11: View of Sample JC-10. Photo 12: View of Sample SRR-2, material appears to be a patch material. Grand Island Regular Meeting - 11/9/2022 Page 281 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Photo 13: View of sample D-1. Photo 14: View of Assumed transite soffit. Grand Island Regular Meeting - 11/9/2022 Page 282 / 314 P.O. BOX 290 • ALDA • 6 8 8 10 PHONE: (3 0 8) 708-0604 • FAX: (3 0 8) 3 8 1 - 1 6 9 7 MIKE@ONEILLWR.COM Appendix F – Facility Diagrams Grand Island Regular Meeting - 11/9/2022 Page 283 / 314 Grand IslandRegular Meeting - 11/9/2022Page 284 / 314 Grand Island Regular Meeting - 11/9/2022 Page 285 / 314 EXTREMELY BLIGHTED DETERMINATION STUDY CITY OF GRAND ISLAND, NEBRASKA AUGUST 2022 A study to determine if areas already declared Blighted and Substandard meet the Legislative requirements to be declared extremely blighted for purposes of receiving potential funding, extended TIF periods and tax credits. Prepared by Marvin Planning Consultants, Inc and Kurt Elder AUGUST 2022 Grand Island Regular Meeting - 11/9/2022 Page 286 / 314 BLIGHT and EXTREMELY BLIGHTED AREA STUDY REF: Statute 18-2101 to 18-2154 and section of the act, aka Community Development Law REASONS FOR COMPLETING AN EXTREMELY BLIGHTED STUDY Section 2: (1) For any city that (a) intends to carry out a redevelopment project which will involve the construction of workforce housing in an extremely blighted area as authorized under subdivision (28)(g) of section 18-2103, (b) intends to declare an area as an extremely blighted area for purposes of funding decisions under subdivision (1)(b) of section 58-708, or (c) intends to declare an area as an extremely blighted area in order for individuals purchasing residences in such area to qualify for the income tax credit authorized in subsection (7) of section 77-2715.07, the governing body of such city shall first declare, by resolution adopted after the public hearings required under this section, such area to be an extremely blighted area. LEGISLATIVE DIRECTION Section 2: (2) Prior to making such declaration, the governing body of the city shall conduct or cause to be conducted a study or an analysis on whether the area is extremely blighted and shall submit the question of whether such area is extremely blighted to the planning commission or board of the city for its review and recommendation. (…) The planning commission or board shall submit its written recommendations to the governing body of the city within thirty days after the public hearing. PROCESS Brief: For an area to be designated as extremely blighted and substandard two finding, through three facets, need to be meet. These facets are defined in Nebraska statute. (i.e. 18-2103 – Terms, …) However, for brevity they are simplified into two broad components (a) areas that have been found blighted and substandard through city council action, and (b) have been found to be contain extremely blighted components. This study primarily determines which areas meet the statutory definition of extremely blighted An approved blighted and substandard area is also extremely blighted if (i) the average rate of unemployment in the area during the period covered by the most recent federal decennial census or American Community Survey 5-Year Estimate is at least two hundred percent of the average rate of unemployment in the state during the same period; and (ii) the average poverty rate in the area exceeds twenty percent for the total federal census tract or tracts or federal census block group or block groups in the area Because Grand Island’s approved blight areas do not conform to defined census geographies. This study honors the intention of the statute and completes an independent analysis of poverty and unemployment components. Census areas that are qualified in each study form the basis for determining extreme blight. To be clear if ‘Geography A’ was qualified in both studies then any declared blight in ‘Geography A’ could be nominated as extremely blighted. Lastly, if a census geography or portion of is in the City of Grand Island corporate limits it was considered in the development of the separate components. DATA TABLES Council Approved Blight - The Community development law requires that an Extremely Blighted and Substandard area be an approved blighted area. The City of Grand Island keeps a list of approved blight areas in their offices and online at https://www.grand- island.com/departments/regional-planning/community-redevelopment-authority-cra/blight- Grand Island Regular Meeting - 11/9/2022 Page 287 / 314 study-areas. Also, attached is ‘Proposed Blight Area’ and ‘Proposed Extreme Blight Area’ which details a blighted area. Both blight and extreme blight can share common public hearings. Extremely Blighted Components - Part (i) is a state comparison. The 2020 Nebraska Unemployment rate according to the US Census American Community Survey (five-year average) was 3.37%. Therefore, the average rate of our selected area would require an unemployment rate of at least 6.74% Marvin Planning Consultants, Inc. and Kurt Elder (The Team) developed an area with an average unemployment greater than of 7.52%. An area average is determined by using the sum of estimated factors and NOT the average of each piece. Attached is ’Unemployment Area’, which details our proposed unemployment area. Part (ii) is a local area finding. Grand Island’s 2020 poverty rate was 11.83% but in line with state statute, we developed an area with greater than 20% poverty. An area average is determined by using the sum of estimated factors and NOT the average of each piece. Attached is ‘Poverty Review’, which details our proposed poverty area. All data was 2020 US Census American Community 5-year Survey data. We choose to utilize only block-group level information from the census to minimize independent margins of error. Furthermore, our data methodology and averaging process/interpetation received support from UNO’s David Drozd Research Coordinator at the UNO Center for Public Affairs and notified Sen. Justin Wayne (i.e., Nebraska Legislature, Chair of the Urban Affairs Committee) office to confirm his support. His legislative assistant relayed support. ANALYSIS The Team overlaid these three facets/area reviews (i.e., approved blight, 20%+ poverty, 200%+ of the Nebraska’s unemployment rate, and delineated areas where the three intersected. This proposed extremely blighted area is attached as ‘Proposed Extreme Blight Area’. Study completed, compiled, and submitted by The Team ATTACHMENTS ‘Existing Blight Area’ ‘Proposed Blight Area’ ‘Proposed Blight Area - Detail’ ‘Employment Review’ ‘Poverty Review’ ‘Proposed Extreme Blight Area’ Grand Island Regular Meeting - 11/9/2022 Page 288 / 314 Grand Island Regular Meeting - 11/9/2022 Page 289 / 314 Grand Island Regular Meeting - 11/9/2022 Page 290 / 314 Grand Island Regular Meeting - 11/9/2022 Page 291 / 314 Grand Island Regular Meeting - 11/9/2022 Page 292 / 314 Grand Island Regular Meeting - 11/9/2022 Page 293 / 314 Grand Island Regular Meeting - 11/9/2022 Page 294 / 314 Grand Island Regular Meeting - 11/9/2022 Page 295 / 314 STABILIZED MULTI-FAMILY OPERATING PROFORMA TOTAL PROPERTY ACQUISITION $16,000,000 305 UNITS Lot SF $ Per SF Proceeds TOTAL SITE PREPERATION $4,450,000 Expected Gross Income $4,440,300 Lot 1A 52,272 $12.00 $627,264 TOTAL UTILITY / SITE WORK $8,784,845 Vacancy -$266,418 Lot 1B 87,120 $12.00 $1,045,440 TOTAL HARD CONSTRUCTION COSTS $180,350,000 Operating Expenses -$1,776,120 Lot 1C 60,984 $12.00 $731,808 PROFESSIONAL SERVICES (ENG./ARCH/CONSULT/LEGAL/PM/OTHER)$3,500,000 Net Operating Income $2,397,762 Lot 1D 117,612 $12.00 $1,411,344 COMMISSIONS & MARKETING $1,000,000 Lot 2 39,204 $12.00 $470,448 FINANCINGS COSTS (INTEREST/ORIGINATION/CLOSING)$6,000,000 STABILIZED MALL OPERATING PROFORMA Lot 4 56,628 $15.00 $849,420 DEVELOPMENT FEE $1,500,000 Leasable SF 130,000 Lot 5 74,052 $15.00 $1,110,780 Expected Gross Income $1,560,000 Lot 6 78,408 $15.00 $1,176,120 TOTAL DEVELOPMENT COSTS $221,584,845 Vacancy -$93,600 Lot 7 39,204 $15.00 $588,060 Repair & Replacement -$325,000 Lot 8 60,984 $15.00 $914,760 LESS DEVELOPMENT COSTS PAID BY OTHERS (6) $82,650,000 Net Operating Income $1,141,400 Lot 9 69,696 $15.00 $1,045,440 Lot 10 492,228 $7.53 $3,706,477 TOTAL REDEVELOPER COSTS $138,934,845 $9,970,884 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 CASHFLOW Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Multi-Family Net Operating Income (NOI)2.00%$0 $599,441 $2,397,762 $2,445,717 $2,494,632 $2,544,524 $2,595,415 $2,647,323 $2,700,269 $2,754,275 $2,809,360 Mall Net Operating Income (NOI)2.00%$0 $285,350 $1,141,400 $1,164,228 $1,187,513 $1,211,263 $1,235,488 $1,260,198 $1,285,402 $1,311,110 $1,337,332 Pad Site Sales (Anchor Sale Year 1, 33% Lots Sold Thereafter)$0 $3,706,477 $3,323,296 $3,323,296 $3,323,296 $0 $0 $0 $0 $0 $0 $0 $4,591,267 $6,862,458 $6,933,241 $7,005,440 $3,755,787 $3,830,903 $3,907,521 $3,985,671 $4,065,385 $4,146,692 SOURCES / USES Uses Total Developer Incurred Initial Development Costs $138,934,845 Total Uses $138,934,845 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sources TIF, EEA, ARPA, Grow Grand Island, CRA Proceeds $73,519,829 Private Capital, Debt, Equity $65,415,016 Total Sources $138,934,845 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Future Sale (Multi-Family) Gross Revenue Proceeds (x % Cap Rate)7.00%$40,133,719 Sales Cost 3.50%-$1,404,680 Future Sale (Mall) Gross Revenue Proceeds (x % Cap Rate)10.00%$13,373,320 Sales Cost 3.50%-$468,066 UNLEVERAGED CASH FLOW ANALYSIS (BEFORE DEBT)Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Cashflows with No Private Public Partnership Incentives (138,934,845)$ 4,591,267$ 6,862,458$ 6,933,241$ 7,005,440$ 3,755,787$ 3,830,903$ 3,907,521$ 3,985,671$ 4,065,385$ 51,634,293$ Internal Rate of Return (IRR)-4.61% Cashflows with Private Public Partnership Incentives Internal Rate of Return (IRR)5.58%(65,415,016)$ 4,591,267$ 6,862,458$ 6,933,241$ 7,005,440$ 3,755,787$ 3,830,903$ 3,907,521$ 3,985,671$ 4,065,385$ 51,634,293$ Notes: (1) NOI is projected to Increase 2.0% annually after stabilization (3) Multi-Family & Mall Sale Assumed Year 10 (5) Pad Sales Assumed 33% Years 2, 3, 4 (2) Sale Cap Rate is Gross of Selling Expenses (4) Anchor Pad Sale Assumed Year 1 (6) Development Costs Paid By Others Include: Anchor Store, Hotel, Lots 1A, 1B, 1D, 2 - 9 Building Construction Costs Lot Sale Proceeds Less Anchor Sale EXHIBIT E - "BUT FOR" ANALYSIS PAD Site SalesBUDGET SUMMARY Grand Island Regular Meeting - 11/9/2022 Page 296 / 314 Form Updated 7-25-2019cn Page | 1 BACKGROUND INFORMATION RELATIVE TO TAX INCREMENT FINANCING REQUEST Project Redeveloper Information Business Name: ______________________________________________________________ Address: _______________________________________________________________ Telephone No.: __________________________ Fax No.: _______________ Email: _________________________________________________________ Contact: _______________________________________________________________ Application Submission Date: Brief Description of Applicant’s Business:__ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________ Legal Description/Address of Proposed Project Community Redevelopment Area Number ________ Woodsonia Hwy 281, LLC 20010 Manderson Street, Suite 101, Elkhorn, NE 68022 402-513-9003 drew@woodsonia.net; mitch@woodsonia.net Drew Snyder; Mitch Hohlen 10/10/2022 Woodsonia Real Estate, Inc., an affiliate of Woodsonia Hwy 281, LLC is a Midwest-based full-service real estate brokerage, management and development firm, with successfully completed mixed-use, retail, residential and commercial projects in excess of $500 million to date. Our team strives to bring first class expertise and knowledge to create assets communities can be proud of. Woodsonia is ideally positioned to handle every facet of complex redevelopment projects with skills and expertise to provide site planning and design, legal, financial, construction management, brokerage, leasing and facility management services. With a reputation of consistent delivery, Woodsonia maintains trusted relationships with local city officials, business leaders and other area developers. Lots 1, 4 and 5, Conestoga Mall Eight Subdivision, In The City Of Grand Island, Hall County, Nebraska 28 Grand Island Regular Meeting - 11/9/2022 Page 297 / 314 Form Updated 7-25-2019cn Page | 2 Present Ownership Proposed Project Site: ________________________________________________________________ _____________________________________ Is purchase of the site contingent on Tax Increment Financing Approval? Yes No Proposed Project: Building square footage, size of property, description of buildings – materials, etc. Please attach site plan, if available. ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________ If Property is to be Subdivided, Show Division Planned: VI.Estimated Project Costs: Acquisition Costs: A. Land $ ______________ B. Building $ ______________ Construction Costs: A. Renovation or Building Costs:$ ______________ B. On-Site Improvements: $ ______________ $ ______________ $ ______________ $ ______________ Sewer Water Electric Gas Public Streets/Sidewalks/Access Drives $ ______________ Conestoga Realty, LLC 4 Site Plan attached as Exhibit A1. Building square footage, size of property, description of building attached as Exhibit A2. Preliminary Plat (Division Plan) attached as Exhibit A3. 16,000,000 180,350,000 877,987 296,025 379,282 1,046,706 2,524,845 Grand Island Regular Meeting - 11/9/2022 Page 298 / 314 Form Updated 7-25-2019cn Page | 3 $ ______________ $ ______________ $ ______________ $ ______________ $ ______________ Public Parking Lots Trails Grading/Dirtwork/Fill Demolition Other / Off Site Improvements Total $ ______________ Soft Costs: A. Architectural & Engineering Fees:$ ______________ B. Financing Fees:$ ______________ C. Legal $ ______________ D.Developer Fees:$ ______________ E. Audit Fees $ ______________ F. Contingency Reserves:$ ______________ G. Other (Please Specify)$ ______________ TOTAL $ ______________ Total Estimated Market Value at Completion: $ Source for Estimated Market Value________________________________________ Source of Financing: $ ______________ $ ______________ $ ______________ $ ______________ $ ______________ $ ______________ $ ______________ $ ______________ A.Private Financing (Equity / Private Commercial Bank Loans) B.Tax Credits: 1.N.I.F.A. 2.Historic Tax Credits 3.New Market Tax Credits 4.Opportunity Zone C.Industrial Revenue Bonds: D.Tax Increment Assistance: E.Enhanced Employment Area $ ______________ 2,500,000 0 660,000 2,950,000 2,000,000 209,584,842 2,850,000 6,000,000 500,000 1,500,000 1,150,000 12,000,000 149,834,400 Income Capitalization Approach / Market Comparable Sales 148,065,000 0 0 0 0 0 26,257,000 36,763,000 Grand Island Regular Meeting - 11/9/2022 Page 299 / 314 Form Updated 7-25-2019cn Page | 4 G. Nebraska Housing Trust Fund $ ______________ H. Other $ ______________ Name, Address, Phone & Fax Numbers of Architect, Engineer and General Contractor: _______________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ____________________________________________________________ Estimated Real Estate Taxes on Project Site Upon Completion of Project: (Please Show Calculations) ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ____________________________________________________________ Project Construction Schedule: Construction Start Date: _________________________________________________ Construction Completion Date: ___________________________________________ If Phased Project: _______________________ Year ______________________ % Complete _______________________ Year ______________________ % Complete _______________________ Year ______________________ % Complete _______________________ Year ______________________ % Complete _______________________ Year ______________________ % Complete _______________________ Year ______________________ % Complete 0 10,500,000 Architect - Simonson & Associates: 1717 Ingersoll Ave, Suite 117, Des Moines, IA 50309 Attn: Clark Snyder - 515.440.5626 Engineer - Olsson Engineering: 201 E. Second Street, Grand Island, NE 68801 Attn: Brian Degen - 308.384.8750 General Contractor - Chief Construction: 3935 Westgate Road, Grand Island, NE 68803 Attn: Chad Micek - 308.389.7222 Project Area 1 = $998,376 Project Area 2 = $654,849 Project Area 3 = $225,440 Project Area 4 = $199,675 Project Area 5 = $221,146 Total Project Areas 1 - 5 = $2,299,485 See Exhibit B for Project Breakdown. Q2 2023 Q4 2030 2023 15 2024 30 2025 65 2026 75 2027 85 2030 100 Grand Island Regular Meeting - 11/9/2022 Page 300 / 314 Form Updated 7-25-2019cn Page | 5 XII.Please Attach Construction Pro Forma - Attached as Exhibit C XIII.Please Attach Annual Income & Expense Pro Forma - Attached as Exhibit D (With Appropriate Schedules) TAX INCREMENT FINANCING REQUEST INFORMATION Describe Amount and Purpose for Which Tax Increment Financing is Requested: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ______________________________________________________________ Statement Identifying Financial Gap and Necessity for use of Tax Increment Financing for Proposed Project: ______________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________ Across the five project areas, Tax Increment Financing ("TIF") is being requested in the amount of $26,257,000. The present value of the project generated TIF represents approximately 11.85% of the total project capital structure and will be used towards the more than $68,000,000 in TIF eligible expenses for the project including, but not limited to the near $40,000,000 mall redevelopment expenses. As provided in the attached Exhibit D, the project maintains a significant funding shortfall. Without the use of TIF and the accompanying requested incentives, the proposed project generates an Internal Rate of Return (IRR) of -4.61%. With the proposed use of TIF, as well as other funding / incentives mechanisms, the project is anticipated to generate a 5.58% IRR. Grand Island Regular Meeting - 11/9/2022 Page 301 / 314 Form Updated 7-25-2019cn Page | 6 Municipal and Corporate References (if applicable). Please identify all other Municipalities, and other Corporations the Applicant has been involved with, or has completed developments in, within the last five (5) years, providing contact person, telephone and fax numbers for each: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ____________________________________ Post Office Box 1968 Grand Island, Nebraska 68802-1968 Phone: 308 385-5240 Fax: 308 385-5423 Email: cnabity@grand-island.com Troy Bolander - Director of Planning - Joplin, MO Email: TBolande@joplinmo.org / C:417 624 0820 Woodsonia completed a $180 million redevelopment project in Joplin, MO with Mr. Moore, which included the use of multiple incentives and several phases / project areas to the project. Bill Moore - Rouse Frets White Goss in Kansas City Email: wmoore@rousepc.com / C: 816.215.5703 Woodsonia completed a $180 million redevelopment project in Joplin, MO with Mr. Moore, which included the use of multiple incentives and several phases / project areas to the project. Larry Jobeun - Fullenkamp, Jobeun & Beller Email: larry@fjjblaw.com / C: 402.681.3536 Woodsonia has seven large residential subdivisions / mised use land development projects currently with Mr. Jobuen. Total projects values exceed $500 million with $70M - $100M in public improvements / SID work, which Mr. Jobuen is specifically assisting on. Mr. Jobuen also assisted Woodsonia with the TopGolf redevelopment project by Westroads Mall in Omaha, which involved the use of an Occupation tax, as well as a $35 million multi-family redevelopment project in urban Omaha involving the use of TIF. Grand Island Regular Meeting - 11/9/2022 Page 302 / 314 Grand Island Regular Meeting - 11/9/2022 Page 303 / 314 EXHIBIT A2 Project 1 (Activation July 2025)USERS Building Size Property Tax Value Lot 10 - Anchor Anchor 147,863 $16,500,000 Lot 3 - Mall Mall 150,000 $30,000,000 Total Project 1 - Subtotal 297,863 $46,500,000 Project 2 (Activation July 2025)USERS Units Property Tax Value Lot 11 - Multi-Family MultI-Family 305 $30,500,000 Total Project 2 - Subtotal 305 $30,500,000 Project 3 (Activation July 2026)USERS Building Size Property Tax Value Lot 1D - Hotel Hotel 150 $10,500,000 Total Project 3 - Subtotal $10,500,000 Project 4 (Activation July 2026)USERS Building Size Property Tax Value Lot 4 - Retail Retail 8,400 $2,400,000 Lot 5 - Restaurant Restaurant 6,400 $1,500,000 Lot 6 - Restaurant Restaurant 6,400 $1,500,000 Lot 7 - Restaurant / Retail Retail 3,600 $1,300,000 Lot 8 - Restaurant / Retail Retail 4,000 $1,300,000 Lot 9 - Restaurant / Retail Retail 9,100 $1,300,000 Total Project 4 - Subtotal 37,900 $9,300,000 Project 3 (Activation July 2026)USERS Building Size Property Tax Value Lot 1A - Restaurant Restaurant 4,900 $2,000,000 Lot 1B - Multi-Tenant Retail Retail 14,000 $4,000,000 Lot 1C - Retail Retail 10,000 $3,000,000 Lot 2 - Restaurant / Retail Retail 2,275 $1,300,000 Total Project 3 - Subtotal 31,175 $10,300,000 Total Projects 1 - 5 $107,100,000 CONESTOGA REDEVELOPMENT PROJECT 1 CONESTOGA REDEVELOPMENT PROJECT 2 CONESTOGA REDEVELOPMENT PROJECT 3 CONESTOGA REDEVELOPMENT PROJECT 4 CONESTOGA REDEVELOPMENT PROJECT 5 Grand Island Regular Meeting - 11/9/2022 Page 304 / 314 OUTLOT A 74381± SF 1.71± AC LOT 3 533463± SF 12.25± AC LOT 6 74575± SF 1.71± AC LOT 4 39682± SF 0.91± AC LOT 7 61375± SF 1.41± AC LOT 10 94312± SF 2.17± AC LOT 13 323367± SF 7.42± AC LOT 2 66445± SF 1.53± AC LOT 1 63462± SF 1.46± AC LOT 5 77051± SF 1.77± AC LOT 11 62908± SF 1.44± AC LOT 9 40655± SF 0.93± AC LOT 12 114892± SF 2.64± AC LOT 14 34196± SF 0.79± AC LOT 8 536111± SF 12.31± AC SHEET REVISIONSNO.REV.DATEREVISIONS DESCRIPTIONproject no.: approved by: checked by: drawn by: drawing no.: QA/QC by: date:www.olsson.comTEL 308.384.8750201 East 2nd StreetGrand Island, NE 68801CONESTOGA MALL REDEVELOPMENTPRELIMINARY PLATGRAND ISLAND, NEBRASKA20224 SMG BJD MMR A22-03182 10.27.2022 ofLOT LAYOUTEXISTING INFRASTRUCTURE1 A REPLAT OF ALL OF LOTS 1, 4 AND 5, CONESTOGA MALL EIGHTH SUBDIVISION, CITY OF GRAND ISLAND, HALL COUNTY, NEBRASKA. SAID TRACT CONTAINS A CALCULATED AREA OF 2,196,875.88 SQUARE FEET OR 50.433 ACRES MORE OR LESS. Grand Island Regular Meeting - 11/9/2022 Page 305 / 314 OUTLOT A 74381± SF 1.71± AC LOT 3 533463± SF 12.25± AC LOT 6 74575± SF 1.71± AC LOT 4 39682± SF 0.91± AC LOT 7 61375± SF 1.41± AC LOT 10 94312± SF 2.17± AC LOT 13 323367± SF 7.42± AC LOT 2 66445± SF 1.53± AC LOT 1 63462± SF 1.46± AC LOT 5 77051± SF 1.77± AC LOT 11 62908± SF 1.44± AC LOT 9 40655± SF 0.93± AC LOT 12 114892± SF 2.64± AC LOT 14 34196± SF 0.79± AC 229'277'200'45'245'292'226'291' 30'179'171'45'4 9 '209'256'155'544'60'128'7 4 ' 7 4 '180'205'163'116 ' 13'3 8 '170'211'170'253'79'116'177'281'88' 282'218'218'300'114'30'216'136' 171'358'300'21'135'314'301'200'114'113'112'17'232'240' 253' 314'428'135'135' 170'156'533'574'600'126' 60'70'126'700'336'LOT 8 536111± SF 12.31± AC 253' SHEET REVISIONSNO.REV.DATEREVISIONS DESCRIPTIONproject no.: approved by: checked by: drawn by: drawing no.: QA/QC by: date:www.olsson.comTEL 308.384.8750201 East 2nd StreetGrand Island, NE 68801CONESTOGA MALL REDEVELOPMENTPRELIMINARY PLATGRAND ISLAND, NEBRASKA20224 SMG BJD MMR A22-03182 10.27.2022 ofLOT LAYOUTPROPOSED INFRASTRUCTURE2 A REPLAT OF ALL OF LOTS 1, 4 AND 5, CONESTOGA MALL EIGHTH SUBDIVISION, CITY OF GRAND ISLAND, HALL COUNTY, NEBRASKA. SAID TRACT CONTAINS A CALCULATED AREA OF 2,196,875.88 SQUARE FEET OR 50.433 ACRES MORE OR LESS. Grand Island Regular Meeting - 11/9/2022 Page 306 / 314 SHEET REVISIONSNO.REV.DATEREVISIONS DESCRIPTIONproject no.: approved by: checked by: drawn by: drawing no.: QA/QC by: date:www.olsson.comTEL 308.384.8750201 East 2nd StreetGrand Island, NE 68801CONESTOGA MALL REDEVELOPMENTPRELIMINARY PLATGRAND ISLAND, NEBRASKA20224 SMG BJD MMR A22-03182 10.27.2022 ofUTILITY LAYOUT3 Grand Island Regular Meeting - 11/9/2022 Page 307 / 314 SHEET REVISIONSNO.REV.DATEREVISIONS DESCRIPTIONproject no.: approved by: checked by: drawn by: drawing no.: QA/QC by: date:www.olsson.comTEL 308.384.8750201 East 2nd StreetGrand Island, NE 68801CONESTOGA MALL REDEVELOPMENTPRELIMINARY PLATGRAND ISLAND, NEBRASKA20224 SMG BJD MMR A22-03182 10.27.2022 ofGRADING AND DRAINAGE4 Grand Island Regular Meeting - 11/9/2022 Page 308 / 314 EXHIBIT B Project 1 (Activation July 2025)USERS Building Size Property Tax Value Property Tax Revenues LEVY Lot 10 - Anchor Anchor 147,863 $16,500,000 $354,262 0.3906% Lot 3 - Mall Mall 150,000 $30,000,000 $644,114 1.0800% Total Project 1 - Subtotal 297,863 $46,500,000 $998,376 0.0836% 0.0841% 0.3236% 0.0149% Project 2 (Activation July 2025) USERS Units Property Tax Value Property Tax Revenues 0.0918% Lot 11 - Multi-Family Mult-Family 305 $30,500,000 $654,849 0.0222% Total Project 2 - Subtotal 305 $30,500,000 $654,849 0.0026% 0.0094% 0.0237% 0.0205% Project 3 (Activation July 2026) USERS Building Size Property Tax Value Property Tax Revenues 2.14705% Lot 1D - Hotel Hotel 150 $10,500,000 $225,440 Total Project 3 - Subtotal $10,500,000 $225,440 Project 4 (Activation July 2026) USERS Building Size Property Tax Value Property Tax Revenues Lot 4 - Retail Retail 8,400 $2,400,000 $51,529 Lot 5 - Restaurant Restaurant 6,400 $1,500,000 $32,206 Lot 6 - Restaurant Restaurant 6,400 $1,500,000 $32,206 Lot 7 - Restaurant / Retail Retail 3,600 $1,300,000 $27,912 Lot 8 - Restaurant / Retail Retail 4,000 $1,300,000 $27,912 Lot 9 - Restaurant / Retail Retail 9,100 $1,300,000 $27,912 Total Project 4 - Subtotal 37,900 $9,300,000 $199,675 Project 3 (Activation July 2026) USERS Building Size Property Tax Value Property Tax Revenues Lot 1A - Restaurant Restaurant 4,900 $2,000,000 $42,941 Lot 1B - Multi-Tenant Retail Retail 14,000 $4,000,000 $85,882 Lot 1C - Retail Retail 10,000 $3,000,000 $64,411 Lot 2 - Restaurant / Retail Retail 2,275 $1,300,000 $27,912 Total Project 3 - Subtotal 31,175 $10,300,000 $221,146 Total Projects 1 - 5 $107,100,000 $2,299,485 CONESTOGA REDEVELOPMENT PROJECT 1 CONESTOGA REDEVELOPMENT PROJECT 4 CONESTOGA REDEVELOPMENT PROJECT 3 CONESTOGA REDEVELOPMENT PROJECT 1 AIRPORT AUTHORITY GENERAL ' AIRPORT AUTHORITY BOND COMMUNITY REDEVELOPMENT AUTHORITY TOTAL LEVY RATE SCHOOL #2 5TH BOND GRAND ISLAND CITY ESU #10 GENERAL CENTRAL COMM COLLEGE CENTRAL PLATTEE NRD HALL COUNTY AG SOCIETY REAL PROPERTY LEVY RATES GENERAL FUND SCHOOL #2 SCHOOL #2 4TH BOND CONESTOGA REDEVELOPMENT PROJECT 5 Grand Island Regular Meeting - 11/9/2022 Page 309 / 314 TOTAL PROPERTY ACQUISITION $16,000,000 SITE PREPERATION Mall and Parking Lot Demolition $1,750,000 Landscaping / Development Signage $1,500,000 Environmental Remediation $1,200,000 TOTAL SITE PREPERATION $4,450,000 UTILITY / SITE WORK Common Access Drives / Street Improvements $2,524,845 Public Parking Lots $2,500,000 Site Grading and Reshaping Outlots $660,000 Utility Work / Extensions $2,600,000 Off-Site Improvements $500,000 Site Work Contingency - 10%$0 TOTAL UTILITY / SITE WORK $8,784,845 HARD CONSTRUCTION COSTS Lot 1A - Restaurant $1,885,000 Lot 1B - Multi-Tenant Retail $3,830,000 Lot 1C - Retail $2,735,000 Lot 1D - Hotel $22,500,000 Lot 2 - Restaurant / Retail $625,000 Lot 3 - Exterior Mall Modernization $20,500,000 Lot 3 - Theater / Entertainment $6,400,000 Lot 3 - Mall Tenant Relocations / Improvements $10,000,000 Lot 4 - Restaurant / Retail $1,750,000 Lot 5 - Restaurant $1,750,000 Lot 6 - Restaurant $1,750,000 Lot 7 - Restaurant / Retail $985,000 Lot 8 - Restaurant / Retail $1,090,000 Lot 9 - Restaurant / Retail $2,500,000 Lot 10 - Target $41,250,000 Lot 11 - Multi-Family $60,800,000 TOTAL HARD CONSTRUCTION COSTS $180,350,000 SOFT COSTS Engineering $1,750,000 Architectural / MEP $1,100,000 Legal Fees $500,000 Commissions $1,000,000 Construction Management / Development Fee $1,500,000 Interest & Origination Fees $6,000,000 3rd Party Studies $150,000 TOTAL SOFT COSTS $12,000,000 TOTALS:$221,584,845 EXHIBIT C CATEGORY TOTAL PROJECT COSTS Grand Island Regular Meeting - 11/9/2022 Page 310 / 314 Grand Island Regular Meeting - 11/9/2022 Page 311 / 314 Woodsonia Hwy 281 LLC-Conestoga Mall-Area 18 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 414 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, SUBMITTING A PROPOSED REDEVELOPMENT PLAN TO THE HALL COUNTY REGIONAL PLANNING COMMISSION FOR ITS RECOMMENDATION WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), pursuant to the Nebraska Community Development Law (the "Act"), prepared a proposed redevelopment plan (the "Plan") a copy of which is attached hereto as Exhibit 1, for redevelopment of an area within the city limits of the City of Grand Island, Hall County, Nebraska; and WHEREAS, the Authority is required by Section 18-2112 of the Act to submit said to the planning board having jurisdiction of the area proposed for redevelopment for review and recommendation as to its conformity with the general plan for the development of the City of Grand Island, Hall County, Nebraska; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: The Authority submits to the Hall County Regional Planning Commission the proposed Plan attached to this Resolution, for review and recommendation as to its conformity with the general plan for the development of the City of Grand Island, Hall County, Nebraska. Passed and approved this 9th day of November, 2022 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By___________________________ Chairperson ATTEST: __________________________ Secretary Grand Island Regular Meeting - 11/9/2022 Page 312 / 314 Woodsonia Hwy. 281, LLC-Conestoga Mall-Area 28 COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA RESOLUTION NO. 415 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA, PROVIDING NOTICE OF INTENT TO ENTER INTO A REDEVELOPMENT CONTRACT AFTER THE PASSAGE OF 30 DAYS AND OTHER MATTERS WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), has received an Application for Tax Increment Financing under the Nebraska Community Development Law (the “Act”) on a project within Redevelopment Area 28, from Woodsonia Hwy 281 LLC, (The "Developer") for redevelopment located on Lots 1, 4 and 5 of Conestoga Mall Eighth Subdivision, an area within the city limits of the City of Grand Island, as set forth in Exhibit 1 attached hereto; and WHEREAS, this Community Redevelopment Authority of the City of Grand Island, Nebraska ("Authority"), is proposing to use Tax Increment Financing on a project within Redevelopment Area 1; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: Section 1. In compliance with section 18-2114 of the Act, the Authority hereby gives the governing body of the City notice that it intends to enter into the Redevelopment Contract, after approval of the redevelopment plan amendment related to the redevelopment project, and after the passage of 30 days from the date hereof. Section 2. The Secretary of the Authority is directed to file a copy of this resolution with the City Clerk of the City of Grand Island, forthwith. Passed and approved this 9th day of November, 2022. COMMUNITY REDEVELOPMENT AUTHORITY OF THE CITY OF GRAND ISLAND, NEBRASKA. By ___________________________ Chairperson ATTEST: ___________________ Secretary Grand Island Regular Meeting - 11/9/2022 Page 313 / 314 Woodsonia Hwy. 281, LLC-Conestoga Mall-Area 28 Exhibit 1 Draft Redevelopment Plan Forwarded to the Planning Commission Grand Island Regular Meeting - 11/9/2022 Page 314 / 314