ORD 37911 - Dail-Kinseth Development Inc TIF redevelopment loan agmt 0y f A 't
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` �ii ,p r{ , .^ r Planning Department
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1�►, 1819 Farnam Street,Suite 1100
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c it . M w Omaha,Nebraska 68183
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Steven N.Jensen,AICP
City of Omaha November 6, 2007
Mike Fahey,Mayor
Director
Honorable President
and Members of the City Council,
The attached Ordinance transmits and requests the approval of the Dial-Kinseth Development,
Inc. Tax Increment Financing Redevelopment Project Agreement proposed for the Marriott
Residence Inn to be located at 12th and Jackson Streets.
Dial-Kinseth Development, Inc., with local offices at 11506 Nicholas Street, Suite. 200, Omaha,
Nebraska, 68154 has been designated as the new development entity that replaces the former Old
Market Hotel Associates, LLC. Dial-Kinseth Development, Inc has full authority to enter into
this redevelopment agreement with acknowledgement and acceptance of the conditions of the
approved redevelopment plan.. The approval of the Dial-Kinseth Development, Inc.
Redevelopment Project Agreement replaces the former 12th Street Condos, LLC Redevelopment
Project Agreement as rescinded.
The attached Agreement authorizes and implements the commercial redevelopment of the site
through the rehabilitation and conversion of a 66 foot by 132-foot parking lot and the demolition
and removal of the former Machine Works Building located at 12th and Jackson Streets.
The Planning Board and the City Council, as required by Nebraska Community Development
Law, have approved the designation of the project site as substandard and blighted and approved
the Tax Increment Financing Redevelopment Project Plan for the Marriott Residence Inn to be
located at 12th and Jackson Streets.
The developer has requested the approval of the Tax Increment Financing (TIF) Redevelopment
Project agreement that implements TIF as a tool to finance $2,845,646.00 of eligible expenses as
a portion of approximately $4,040,560.00 in TIF eligible cost. Of that $2,845,646.00, the
amount of$300,000.00 will be retained by the City of Omaha for street lights and other public
improvements that the City determines to be appropriate. The Tax Increment Financing of
$2,845,646.00 for eligible expenses is based on estimated hard cost of$19,444,000.00 and total .
project cost of approximately$23,140,560.00.. The TIF is approximately 13% of the total project
cost. Tax Increment Financing can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
Honorable President
and Members of the City Council
Page -2-
The proposed project enhances the redevelopment of the area by removing a blighting influence
through the rehabilitation of the project site with the development of a hotel with new
commercial services and street level activity creating approximately 60 new employment
opportunities in the hospitality and service sectors.
Your review and approval of the attached Ordinance that transmits The Old Market Hotel
Associates, L.L.C, Tax Increment Financing Redevelopment Project Agreement that implements
the approved proposal for the Marriott Residence Inn to be located at 12th and Jackson Streets is
appreciated.
Sincerely, Referred to City Council for Consideration:
lo•itt0e7 1D' tl-D7
Steven N. Jens n P A Date Mayor's Office Date
Planning Direc
Approved as to Funding: Approved:
ate_ stdi /0-//-07 /o l/o
Carol A. Ebdon Date ert G Stubbe, P.E. Date
POI'( Finance Director U Public Works Director
Approved:
/0 (z 0'7
Gail Kinsey Thompson
Human Rights and Relations Director
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edevelopment agreement with acknowledgement and acceptance of the conditions of the
approved redevelopment plan.. The approval of the Dial-Kinseth Development, Inc.
Redevelopment Project Agreement replaces the former 12th Street Condos, LLC Redevelopment
Project Agreement as rescinded.
The attached Agreement authorizes and implements the commercial redevelopment of the site
through the rehabilitation and conversion of a 66 foot by 132-foot parking lot and the demolition
and removal of the former Machine Works Building located at 12th and Jackson Streets.
The Planning Board and the City Council, as required by Nebraska Community Development
Law, have approved the designation of the project site as substandard and blighted and approved
the Tax Increment Financing Redevelopment Project Plan for the Marriott Residence Inn to be
located at 12th and Jackson Streets.
The developer has requested the approval of the Tax Increment Financing (TIF) Redevelopment
Project agreement that implements TIF as a tool to finance $2,845,646.00 of eligible expenses as
a portion of approximately $4,040,560.00 in TIF eligible cost. Of that $2,845,646.00, the
amount of$300,000.00 will be retained by the City of Omaha for street lights and other public
improvements that the City determines to be appropriate. The Tax Increment Financing of
$2,845,646.00 for eligible expenses is based on estimated hard cost of$19,444,000.00 and total .
project cost of approximately$23,140,560.00.. The TIF is approximately 13% of the total project
cost. Tax Increment Financing can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
ORDINANCE NO. ,.399//
AN ORDINANCE to approve the Tax Increment Financing (TIF) Redevelopment Loan
Agreement between the City of Omaha and Dial-Kinseth Development, Inc., with a local
office at 11506 Nicholas Street, Suite 200 Omaha, Nebraska, 68154, to implement the
proposed Marriott Residence Inn project located at 12th and Jackson Streets within the
Omaha Rail and Commerce Historic District through the rehabilitation and conversion of
a 66 foot by 132 foot parking lot and the demolition and removal of the former Machine
Works Building located at 12th & Jackson Street; providing for a multi-level, five-story
118 Room Marriott Residence Inn Hotel containing underground parking, active street-
level retail and related facilities that are consistent with the style of the Old Market
District; and providing for an effective date thereof.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
Section 1. The Mayor is hereby authorized to execute, and the City Clerk to attest, the
attached Tax Increment Financing (TIF) Redevelopment Agreement between the City of Omaha
and Dial-Kinseth Development, Inc., a Nebraska Corporation authorizing approximately
$2,845,646.00 in Tax Increment Financing to fund the development of the proposed Marriott
Residence Inn to be located at 12th and Jackson Streets including any other documents in
connection with the Redevelopment Agreement necessary or appropriate to consummate the loan
for a multi-level, five-story 118 Room Marriott Residence Inn Hotel containing underground
parking, active street-level retail and related facilities.
Section 2. Said Redevelopment Agreement contains obligations undertaken pursuant to
the Nebraska Community Development Law and Sections 18-2147 through 18-2150; and, are
not otherwise obligations of the City of Omaha.
Community Development
Law, have approved the designation of the project site as substandard and blighted and approved
the Tax Increment Financing Redevelopment Project Plan for the Marriott Residence Inn to be
located at 12th and Jackson Streets.
The developer has requested the approval of the Tax Increment Financing (TIF) Redevelopment
Project agreement that implements TIF as a tool to finance $2,845,646.00 of eligible expenses as
a portion of approximately $4,040,560.00 in TIF eligible cost. Of that $2,845,646.00, the
amount of$300,000.00 will be retained by the City of Omaha for street lights and other public
improvements that the City determines to be appropriate. The Tax Increment Financing of
$2,845,646.00 for eligible expenses is based on estimated hard cost of$19,444,000.00 and total .
project cost of approximately$23,140,560.00.. The TIF is approximately 13% of the total project
cost. Tax Increment Financing can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
ORDINANCE NO. 3 //
- PAGE -2-
Section 3. That this Ordinance, not being legislative in character, shall take effect upon
the date of its passage in accord with Section 2.12 of the Omaha Municipal Code.
INTRODUCED BY COUNCILMEMBER
/0.4.1974i14L APPROVED BY:
).)144L4 //
MAYOR OF THE CI OF OMAHA DATE
PASSED: NOV 2 0 2007
ATTEST:
v7
C T CLERK O CI �.',OF.OM D TE
APPROVED BY:
07
CITY ATTORNEY D�TE
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REDEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between the City of Omaha, a Nebraska
Municipal Corporation in Douglas County, Nebraska, and Dial-Kinseth Development, Inc., a
Nebraska Corporation, with an office located at 11506 Nicholas Street, Suite. 200, Omaha,
Nebraska, 68154.
RECITALS:
WHEREAS, on March 27, 2007, the City Council of the City of Omaha approved the Old
Market Hotel Associates, L.L.C. Tax Increment Financing Redevelopment Project Plan now
known as the Dial-Kinseth Development, Inc., Tax Increment Financing Redevelopment Project
Plan to implement the proposed Marriott Residence Inn project located at 12th and Jackson
Streets within the Omaha Rail and Commerce Historic District through the rehabilitation and
conversion of a 66 foot by 132 foot parking lot and the demolition and removal of the former
Machine Works Building located at 12th & Jackson Street providing for a multi-level, five-story
118 Room Marriott Residence Inn Hotel containing underground parking, active street-level
retail and related facilities and the use of the excess ad valorem taxes generated by such
development; and,
WHEREAS, the City of Omaha and Dial-Kinseth Development, Inc. have entered into
the following Agreement to implement said Project Plan; and,
WHEREAS, this Agreement is a redevelopment agreement prepared pursuant to the
Nebraska Community Development Law in order to implement the above-referenced
Redevelopment Plan.
IN CONSIDERATION OF THESE MUTUAL COVENANTS THE PARTIES AGREE
AS FOLLOWS:
parking, active street-level retail and related facilities.
Section 2. Said Redevelopment Agreement contains obligations undertaken pursuant to
the Nebraska Community Development Law and Sections 18-2147 through 18-2150; and, are
not otherwise obligations of the City of Omaha.
Community Development
Law, have approved the designation of the project site as substandard and blighted and approved
the Tax Increment Financing Redevelopment Project Plan for the Marriott Residence Inn to be
located at 12th and Jackson Streets.
The developer has requested the approval of the Tax Increment Financing (TIF) Redevelopment
Project agreement that implements TIF as a tool to finance $2,845,646.00 of eligible expenses as
a portion of approximately $4,040,560.00 in TIF eligible cost. Of that $2,845,646.00, the
amount of$300,000.00 will be retained by the City of Omaha for street lights and other public
improvements that the City determines to be appropriate. The Tax Increment Financing of
$2,845,646.00 for eligible expenses is based on estimated hard cost of$19,444,000.00 and total .
project cost of approximately$23,140,560.00.. The TIF is approximately 13% of the total project
cost. Tax Increment Financing can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
SECTION 1. DEFINITIONS
•
The following terms, whether plural or singular, shall have the following meanings for
purposes of this Agreement.
1.1 "City" shall mean the City of Omaha, Nebraska, a Municipal Corporation of the
metropolitan class or such successor entity lawfully established pursuant to the
applicable provision of the Nebraska Community Development Act.
1.2 "Developer" shall mean Dial-Kinseth Development, Inc., located at 11506
Nicholas Street, Suite 200 Omaha,Nebraska 68154
1.3 "Director" shall mean the Director of the City of Omaha Planning Department.
1.4 "Redevelopment Project" shall mean the redevelopment of the site through to
development of the proposed 118 Room Marriott Residence Inn project located at
12th and Jackson Streets within the Omaha Rail and Commerce Historic District
through the rehabilitation and conversion of a 66 foot by 132 foot parking lot and
located at 12th c
the demolition and removal of the former Machine Works Building 1 o a
& Jackson Street containing underground parking, active street-level retail and
related facilities that are consistent with the style of the Old Market District as
shown on the Site Plan Exhibit "A".
legallydescribed on Exhibit
1.5 "Redevelopment Site" shall mean the area "B",
p
attached hereto.
1.6 "Redevelopment Note (TIF Funds/TIF Proceeds)" shall mean any obligation
issued by the City and secured by the excess ad valorem taxes generated within
the Redevelopment Site.
1.7 "Excess ad valorem taxes" shall mean the additional real estate property taxes
generated by this Redevelopment Project pursuant to Section 18-2147 of the
Nebraska Revised Statutes.
SECTION 2. OBLIGATIONS OF THE CITY
The City shall:
2.1 Execute and deliver to the Developer at closing the Redevelopment Note in
substantially the same form as the copy attached hereto as Exhibit"C".
2.2 Grant Redevelopment Loan proceeds to the Developer up to the sum of
$2,845,646.00 to be used for site specific TIF eligible development cost of
acquisition, demolition, and site preparation. Of this sum, $300,000.00 shall be
retained to be used by the City for historic lights and other public improvements
-2-
ble cost. Of that $2,845,646.00, the
amount of$300,000.00 will be retained by the City of Omaha for street lights and other public
improvements that the City determines to be appropriate. The Tax Increment Financing of
$2,845,646.00 for eligible expenses is based on estimated hard cost of$19,444,000.00 and total .
project cost of approximately$23,140,560.00.. The TIF is approximately 13% of the total project
cost. Tax Increment Financing can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
to be determined by the City which contribute to the revitalization of the
downtown and Old Market area.
2.3 Pay debt retirement principal and interest from the Excess Ad Valorem Taxes
(TIF tax proceeds). Interest on monies in the special fund shall accrue first to
debt retirement interest and then to principal.
2.4 Ensure that prior to expenditure or disbursement of Redevelopment Loan
proceeds, the following shall be obtained, to wit:
2.4.1 Developer shall provide the Director with evidence, acceptable to the
Director, that the private funds have been irrevocably committed to the
Redevelopment Project in the amount sufficient to complete the
redevelopment project.
2.4.2 Developer shall provide evidence of, and maintain, adequate performance
and labor materials bonds during the period of construction of the project.
The City shall be specified as a co-obligee.
2.5 Establish a special fund under Section 18-2147 of the Nebraska Revised Statutes
for the purpose of collecting the excess ad valorem taxes generated by the
Redevelopment Project. Monies collected and held in the special fund shall be
used for no purpose other than to repay the Redevelopment Loan.
SECTION 3. OBLIGATIONS OF THE DEVELOPER
The Developer shall:
3.1 Complete the Redevelopment Project on or before June 30, 2009, creating an
increase in real property taxable base by reason of such construction of at least
$21,184,200.00.
3.2 Cause all real estate taxes and assessments levied on the Redevelopment Project
to be paid prior to the time such become delinquent.
3.3 Loan redevelopment funds to the City in the principal amount of$2,845,646.00 as
set forth in Section 2.1, which, when combined with other private funds available,
will be sufficient to construct the redevelopment project. Execution and delivery
of the Redevelopment Promissory Note shall be at closing which shall be as soon
as reasonably possible after execution of this Agreement but not more than 60
days thereafter. At closing, the loan to be accomplished by this Section and the
obligation of the City to use the redevelopment loan proceeds for redevelopment
purposes under Section 2.2 may be accomplished by offset so that the Developer
retains $2,545,646.00 of the loan proceeds with $300,000.00 retained by the City
for street lights and other public improvements in Downtown and the Old Market
as determined by the City. If the City so requests, the developer shall, from time
-3-
ng of
$2,845,646.00 for eligible expenses is based on estimated hard cost of$19,444,000.00 and total .
project cost of approximately$23,140,560.00.. The TIF is approximately 13% of the total project
cost. Tax Increment Financing can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
to time, furnish the City with satisfactory evidence as to the use and application of
the redevelopment loan proceeds.
3.3.1 Such loan funds shall be disbursed as provided in Section 2.
3.3.2 Such loan shall bear an interest rate of 7.5%per annum.
3.3.3 The principal shall be repaid by the City from the special fund established
pursuant to Section 2.5, as excess ad valorem taxes, pursuant to the
Redevelopment Plan and Section 18-2147 of the Nebraska Revised
Statutes, become available to the City for such use. To the extent of such
excess ad valorem taxes are unavailable to the City, the loan shall be
forgiven and the obligations of the Developer shall remain unaffected.
3.4 Shall provide the City with quarterly progress reports during the redevelopment
and allow the City reasonable access to any relevant financial records pertaining
to the Redevelopment Project.
3.5 During the period that the Redevelopment Note (TIF Funds) is outstanding, (1)
not protest a real estate improvement valuation on the Redevelopment Site of
$21,842,000.00 or less after substantial completion or occupancy of the
redevelopment project; (2) not convey the Redevelopment Site or structures
thereon to any entity which would be exempt from the payment of real estate
taxes or cause the nonpayment of such real estate taxes; (3) not apply to the
Douglas County Assessor for the structures, or any portion thereof, to be taxed
separately from the underlying land of the Redevelopment Site; (4) maintain
insurance for ninety percent (90%) of the full value of the structures on the
Redevelopment Site; (5) in the event of casualty, apply such insurance proceeds
to their reconstruction; and (6) cause all real estate taxes and assessments levied
on the Redevelopment Site to be paid prior to the time such become delinquent.
In lieu of the above, the Developer may surrender any remaining amount
outstanding of the Redevelopment Promissory Note to City. Each of the
foregoing covenants shall be referenced in a Notice of Redevelopment Agreement
to be recorded with the Douglas County, Nebraska Register of Deeds. The
Developer agrees to include the same restrictions to be included in any subsequent
sale, assignment, sale-leaseback or other transfer of the property, but shall not be
responsible otherwise for the actions of the third parties if such third parties
breach these covenants if the Developer no longer owns the property.
3.6 Shall provide the City of Omaha Finance Department with an executed copy of
the Redevelopment Promissory Note prior to disbursement of any proceeds for
repayment of such Note pursuant to Section 2.5, so that such payment can be
noted on the Note and the Note returned to Developer.
-4-
g can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
SECTION 4. PROVISIONS OF THE CONTRACT
4.1 Equal Employment Opportunity Clause. Annexed hereto as "D" and made a part
hereof by reference are the equal employment provisions of this contract, wherein
the "Developer" is referred to as "Contractor".
4.2 Non-discrimination. The Developer shall not, in the performance of this Contract,
discriminate or permit discrimination in violation of federal or state laws or local
ordinances because of race, color, sex, age, political or religious opinions,
affiliations or national origin.
4.3 Captions. Captions used in this Contract are for convenience and are not used in
the construction of this Contract.
4.4 Applicable Law. Parties to this Contract shall conform to all existing and
applicable city ordinances, resolutions, state laws, federal laws, and all existing
and applicable rules and regulations. Nebraska law will govern the terms and the
performance under this Contract.
4.5 Interest to the City. Pursuant to Section 8.05 of the Home Rule Charter, no
elected official or any officer or employee of the City of Omaha shall have a
financial interest, direct or indirect, in any City of Omaha contract. Any violation
of this section with the knowledge of the person or corporation contracting with
the City of Omaha shall render the contract voidable by the Mayor or Council.
4.6 Merger. This Contract shall not be merged into any other oral or written contract,
lease or deed of any type.
4.7 Modification. This Contract contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are
expressly set forth herein. No agent, employee or other representative of either
party is empowered to alter any of the terms herein unless done in writing and
signed by an authorized officer of the respective parties.
4.8 Assignment. The Developer may not assign its rights under this contract without
the express prior written consent of the City; such consent not to be unreasonably
withheld. The Mayor may, without City Council approval, approve, in writing,
the assignment of all rights hereunder to a successor entity owned by, or under
common control with Developer.
4.9 Strict Compliance. All provisions of this Contract and each and every document
that shall be attached shall be strictly complied with as written, and no
substitution or change shall be made except upon written direction from
authorized representatives of the parties.
-5-
t Promissory Note prior to disbursement of any proceeds for
repayment of such Note pursuant to Section 2.5, so that such payment can be
noted on the Note and the Note returned to Developer.
-4-
g can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
4.10 This Agreement shall be binding upon the Developer's successors and assigns,
and shall run with the land described in Exhibit "B", attached hereto, to the
benefit of the City of Omaha.
SECTION 5. AUTHORIZED REPRESENTATIVE
In further consideration of the mutual covenants herein contained, the parties hereto
expressly agree that for the purposes of notice, including legal service of process, during the term
of this Contract and for the period of any applicable statute of limitations thereafter, the
following named individuals shall be the authorized representatives of the parties:
(1) City of Omaha:
Steven N. Jensen, AICP, Director Legal Service
City Planning Department c/o City Clerk
Omaha/Douglas Civic Center Omaha/Douglas Civic Center
1819 Farnam Street 1819 Farnam Street
Omaha,NE 68183 Omaha, NE 68183
(2) Developer:
Robert L. Welstead, Managing Partner
Dial-Kinseth Development, Inc.,
11506 Nicholas Street, Suite. 200
Omaha, Nebraska, 68154
Either party may designate additional representatives or substitute representatives by
giving written notice thereof to the designated representative of the other party.
Executed this day of/6d2007.
ATTEST- CITY OF OMAHA:
C T, CLERK OF THE CITY OF OMAHA MAYOR OF THE Y OF OMAHA
s ;
-6-
ct shall not be merged into any other oral or written contract,
lease or deed of any type.
4.7 Modification. This Contract contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are
expressly set forth herein. No agent, employee or other representative of either
party is empowered to alter any of the terms herein unless done in writing and
signed by an authorized officer of the respective parties.
4.8 Assignment. The Developer may not assign its rights under this contract without
the express prior written consent of the City; such consent not to be unreasonably
withheld. The Mayor may, without City Council approval, approve, in writing,
the assignment of all rights hereunder to a successor entity owned by, or under
common control with Developer.
4.9 Strict Compliance. All provisions of this Contract and each and every document
that shall be attached shall be strictly complied with as written, and no
substitution or change shall be made except upon written direction from
authorized representatives of the parties.
-5-
t Promissory Note prior to disbursement of any proceeds for
repayment of such Note pursuant to Section 2.5, so that such payment can be
noted on the Note and the Note returned to Developer.
-4-
g can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
Executed this is day of Cb!-,2007
DEVELOPER:
Robert L. Welstead, Managing Partner
Dial-Kinseth Development, Inc, a
Nebraska Corporation
11506 las Street, Suite. 200
O a e aska, 8154
tarfr-t"--9
APPROVED AS TO FORM:
(S4.- CITY ATTO Y
STATE OF NEBRASKA )
)ss.
COUNTY OF DOUGLAS )
The foregoing Redevelopment Agreement was acknowledged before me this is day ofOe t
2007 by Robert L. Welstead, Managing Partner of Dial-Kinseth Development, Inc, 11506
Nicholas Street, Suite. 200 Omaha,Nebraska, 68154 on behalf of the Dial-Kinseth Development,
Inc, 11506 Nicholas Street, Suite 200 Omaha,Nebraska, 68154.
State of Nebraska
My commission expires Nov. Via) 9_0UtA
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u
2/N.--
JESSICA JOHNSON
General Notary
State of Nebraska
My Commission Expires Nov 22, 2010
-7-
Omaha, Nebraska, 68154
Either party may designate additional representatives or substitute representatives by
giving written notice thereof to the designated representative of the other party.
Executed this day of/6d2007.
ATTEST- CITY OF OMAHA:
C T, CLERK OF THE CITY OF OMAHA MAYOR OF THE Y OF OMAHA
s ;
-6-
ct shall not be merged into any other oral or written contract,
lease or deed of any type.
4.7 Modification. This Contract contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are
expressly set forth herein. No agent, employee or other representative of either
party is empowered to alter any of the terms herein unless done in writing and
signed by an authorized officer of the respective parties.
4.8 Assignment. The Developer may not assign its rights under this contract without
the express prior written consent of the City; such consent not to be unreasonably
withheld. The Mayor may, without City Council approval, approve, in writing,
the assignment of all rights hereunder to a successor entity owned by, or under
common control with Developer.
4.9 Strict Compliance. All provisions of this Contract and each and every document
that shall be attached shall be strictly complied with as written, and no
substitution or change shall be made except upon written direction from
authorized representatives of the parties.
-5-
t Promissory Note prior to disbursement of any proceeds for
repayment of such Note pursuant to Section 2.5, so that such payment can be
noted on the Note and the Note returned to Developer.
-4-
g can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
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the express prior written consent of the City; such consent not to be unreasonably
withheld. The Mayor may, without City Council approval, approve, in writing,
the assignment of all rights hereunder to a successor entity owned by, or under
common control with Developer.
4.9 Strict Compliance. All provisions of this Contract and each and every document
that shall be attached shall be strictly complied with as written, and no
substitution or change shall be made except upon written direction from
authorized representatives of the parties.
-5-
t Promissory Note prior to disbursement of any proceeds for
repayment of such Note pursuant to Section 2.5, so that such payment can be
noted on the Note and the Note returned to Developer.
-4-
g can be used to offset acquisition, demolition, site preparation,
grading, excavation, compaction and public improvements. All other cost is covered with
private funding.
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EXHIBIT "C"
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933(THE"
'33 ACT") AND MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR HYPOTHECATED
UNLESS A REGISTRATION STATEMENT UNDER THE '33 ACT SHALL BE IN EFFECT
WITH RESPECT THERETO AND THERE SHALL HAVE BEEN COMPLIANCE WITH THE'33
ACT AND ALL APPLICABLE RULES AND REGULATIONS THEREUNDER, OR THERE
SHALL HAVE BEEN DELIVERED TO THE CITY OF OMAHA PRIOR TO TRANSFER,
ASSIGNMENT, SALE OR HYPOTHECATION AN OPINION OF COUNSEL,SATISFACTORY
TO THE CITY OF OMAHA TO THE EFFECT THAT REGISTRATION UNDER THE'33 ACT IS
NOT REQUIRED.
REDEVELOPMENT PROMISSORY NOTE
$2,845,646.00 October, 2007
FOR VALUE RECEIVED, the Undersigned, Borrower, promises to pay Dial-Kinseth
Development, Inc., with an office located at 11506 Nicholas Street, Suite. 200, Omaha,Nebraska,
68154, and/or its assigns, the principal sum of two million eight hundred forty five thousand six
hundred forty six dollars ($2,845,646.00)together with interest thereon at the interest rate of seven
and one half percent(7.5%)per annum from the date of the execution of this Note until paid in full.
The principal balance and interest thereon shall be due and payable to the holder of said
Redevelopment Promissory Note as and at such time as any excess ad valorem taxes generated by the
Redevelo Dent Project as set forth in that certain Redevelopment Agreement dated the cc+,u
day of. Ete er 2007 by and between the City of Omaha, Borrower, and the Holder (the
"Redevelopment Agreement")are collected by the City of Omaha and are available for the retirement
of the debt.
In the event of default under said Redevelopment Promissory Note, all sums secured by this
Note or any other agreement securing this Note shall bear interest at a rate equal to five percent(5%)
above the regional prime or base rate as used by the First National Bank,from time to time,however,
in the event said interest rate exceeds the maximum rate allowable by law then such rate of interest
shall equal the highest legal rate available.
Borrower may prepay the principal amount outstanding in whole or in part,without the prior
consent of the Holder.
In the event the monies collected and held in that special fund established under Section
18-2147 of the Nebraska Revised Statutes and pursuant to the Redevelopment Agreement are
insufficient to pay in full all amounts due and owing at a date fifteen(15) years from the effective
date of the Redevelopment Plan, and all excess ad valorem taxes generated by the Redevelopment
Project, as set forth in the Redevelopment Agreement, have been collected by the City of Omaha
and have been paid, immediately upon being available, towards the retirement of the amounts due
hereunder,then, at said date fifteen(15)years from the effective date of the Redevelopment Plan,the
Holder shall waiver any unpaid portion of the principal and interest due upon written request of the
City of Omaha.
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In the event this Note is referred to an attorney for collection the Holder shall be entitled to
. reasonable attorney fees allowable by law and all Court costs and other expenses incurred in
connection with such collection.
The Borrower shall be in default in the event the Borrower shall fail to pay,when due, any
amount required hereunder.
Unless prohibited by law,the Holder may, at its option,declare the entire unpaid balance of
principal and interest immediately due and payable without notice or demand at any time after
default, as such term is defined in this paragraph.
Holder may at any time before or after default, exercise his right to set off all or any portion
of the indebtedness evidenced hereby against any liability or indebtedness of the Holder to the
Borrower without prior notice to the Borrower.
Demand, presentment, protest and notice of nonpayment under this Redevelopment
Promissory Note are hereby waived.
No delay or omission on the part of the Holder in exercising any remedy, right or option
under this Redevelopment Promissory Note shall operate as a waiver of such remedy,right or option.
In any event, a waiver on any one occasion shall not be construed as a waiver or bar to any such
remedy, right or option on a future occasion.
Any notice provided for in this Redevelopment Promissory Note to the Borrower or the
Holder shall be in writing and shall be given by regular mail to the Holder or Borrower, or at such
other address as either party may designate by notice in writing.
This Redevelopment Promissory Note shall be governed by and construed in accordance with
the Laws of the State of Nebraska. All payments hereunder shall be payable in lawful money of the
United States of America and shall be legal tender for public and private debts at the time of
payment.
CITY OF OMAHA,A Municipal Corporation
By:
Mayor of the City of aha
ATTEST: APPROVED AS TO FORM:
1-31
ems, p
ity Clerk of the City of Omaha ` City Attorney
P:\PLN5\9141 sap.doc
• - 2 -
thout the prior
consent of the Holder.
In the event the monies collected and held in that special fund established under Section
18-2147 of the Nebraska Revised Statutes and pursuant to the Redevelopment Agreement are
insufficient to pay in full all amounts due and owing at a date fifteen(15) years from the effective
date of the Redevelopment Plan, and all excess ad valorem taxes generated by the Redevelopment
Project, as set forth in the Redevelopment Agreement, have been collected by the City of Omaha
and have been paid, immediately upon being available, towards the retirement of the amounts due
hereunder,then, at said date fifteen(15)years from the effective date of the Redevelopment Plan,the
Holder shall waiver any unpaid portion of the principal and interest due upon written request of the
City of Omaha.
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EXHIBIT "D"
EQUAL EMPLOYMENT OPPORTUNITY CLAUSE
During the performance of this contract, the Contractor agrees as follows:
(1) The Contractor shall not discriminate against any employee or applicant
for employment because of race, religion, color, sex, national origin, or
disability as defined by the Americans With Disabilities Act of 1990 and
Omaha Municipal Code 13-82. The Contractor shall take affirmative
action to ensure that applicants are employed and that employees are
treated during employment without regard to their race, religion, color, sex
or national origin. The Contractor shall take all actions necessary to
comply with the Americans With Disabilities Act of 1990 and Omaha
Municipal Code (Chapter 13) including, but not limited to, reasonable
accommodation. As used herein, the word "treated" shall mean and
include, without limitation, the following: Recruited, whether advertising
or by other means; compensated; selected for training, including
apprenticeship; promoted; upgraded; demoted; downgraded; transferred;
laid off; and terminated. The Contractor agrees to and shall post in
conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officers setting
forth the provisions of this nondiscrimination clause.
(2) The Contractor shall, in all solicitations or advertisements for employees
placed by or on behalf of the Contractor, state that all qualified applicants
will receive consideration for employment without regard to race, religion,
color, sex, national origin, or disability as recognized under 42 USCS
12101 et seq.
(3) The Contractor shall send to each labor union or representative of workers
with which he has a collective bargaining agreement or other contract or
understanding a notice advising the labor union or worker's representative
of the Contractor's commitments under the Equal Employment
Opportunity Clause of the City and shall post copies of the notice in
conspicuous, places available to employees and applicants for
employment.
(4) The Contractor shall furnish to the contract compliance officer all Federal
forms containing the information and reports required by the Federal
government for Federal contracts under Federal rules and regulations, and
including the information required by Sections 10-192 to 10-194,
inclusive, and shall permit reasonable access to his records. Records
accessible to the Contract Compliance Officer shall be those, which are
fifteen(15)years from the effective date of the Redevelopment Plan,the
Holder shall waiver any unpaid portion of the principal and interest due upon written request of the
City of Omaha.
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related to Paragraphs (1) through (7) of this subsection and only after
reasonable notice is given the Contractor. The purpose for this provision
is to provide for investigation to ascertain compliance with the program
provided for herein.
(5) The Contractor shall take such actions with respect to any subcontractor as
the City may direct as a means of enforcing the provisions of Paragraphs
(1) through (7) herein, including penalties and sanctions for
noncompliance; however, in the event the Contractor becomes involved in
or is threatened with litigation as the result of such directions by the City,
the City will enter into such litigation as necessary to protect the interests
of the City and to effectuate the provisions of this division; and in the case
of contracts receiving Federal assistance, the Contractor or the City may
request the United States to enter into such litigation to protect the
interests of the United States.
(6) The Contractor shall file and shall cause his subcontractors, if any, to file
compliance reports with the Contractor in the same form and to the same
extent as required by the Federal government for Federal contracts under
Federal rules and regulations. Such compliance reports shall be filed with
the Contract Compliance Officer. Compliance reports filed at such times
as directed shall contain information as to the employment practices,
policies, programs and statistics of the Contractor and his subcontractors.
(7) The Contractor shall include the provisions of Paragraphs (1) through (7)
of this Section, "Equal Employment Opportunity Clause", and Section
10-193 in every subcontract or purchase order so that such provisions will
be binding upon each subcontractor or vendor.
ich he has a collective bargaining agreement or other contract or
understanding a notice advising the labor union or worker's representative
of the Contractor's commitments under the Equal Employment
Opportunity Clause of the City and shall post copies of the notice in
conspicuous, places available to employees and applicants for
employment.
(4) The Contractor shall furnish to the contract compliance officer all Federal
forms containing the information and reports required by the Federal
government for Federal contracts under Federal rules and regulations, and
including the information required by Sections 10-192 to 10-194,
inclusive, and shall permit reasonable access to his records. Records
accessible to the Contract Compliance Officer shall be those, which are
fifteen(15)years from the effective date of the Redevelopment Plan,the
Holder shall waiver any unpaid portion of the principal and interest due upon written request of the
City of Omaha.
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nd Section
10-193 in every subcontract or purchase order so that such provisions will
be binding upon each subcontractor or vendor.
ich he has a collective bargaining agreement or other contract or
understanding a notice advising the labor union or worker's representative
of the Contractor's commitments under the Equal Employment
Opportunity Clause of the City and shall post copies of the notice in
conspicuous, places available to employees and applicants for
employment.
(4) The Contractor shall furnish to the contract compliance officer all Federal
forms containing the information and reports required by the Federal
government for Federal contracts under Federal rules and regulations, and
including the information required by Sections 10-192 to 10-194,
inclusive, and shall permit reasonable access to his records. Records
accessible to the Contract Compliance Officer shall be those, which are
fifteen(15)years from the effective date of the Redevelopment Plan,the
Holder shall waiver any unpaid portion of the principal and interest due upon written request of the
City of Omaha.
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,° •NOTICE TO PUBLIC" LL THE DAILY RECORD
The followingnci Ordinanceo has beenm set for OF OMAHA
City Council hearing on November.6,
2007, at 2:00 p.m., in the Legislative
l Chambers, Omaha/Douglas Civic Center, RONALD A. HENNINGSEN, Publisher
1819 Farnam Street, at which hearing all
persons interested,may be heard. PROOF OF PUBLICATION
AN ORDINANCE to approve the Tax
Increment Financing (TIF) Redevelopment
Loan Agreement between the City of Omaha UNITED STATES OF AMERICA,
and Dial-Kinseth Development, Inc., with a
local office at 11506 Nicholas Street, Suite • The State of Nebraska,
200 Omaha, Nebraska, 68154, to implement SS.
the proposed Marriott Residence Inn project District of Nebraska,
located at 12th and Jackson Streets within County of Douglas,
the Omaha Rail and Commerce Historic
District through the rehabilitation and City of Omaha,
conversion of a 66 foot by 132 foot parking
lot and the demolition and removal of the
former Machine Works Building located at J.BOYD
12th end Jackson Street; providing for a
multi-level, five-story 118 Room Marriott being duly sworn,deposes and says that she is
Residence Inn Hotel containing
underground parking, active street level LEGAL EDITOR
retail and related facilities that are consistent
with the style of the Old Market District; and providing for an effective date thereof. of THE DAILY RECORD, of Omaha, a legal newspaper, printed and
BUSTER BROWN, published daily in the English language, having a bona fide paid
City Clerk 11-2-07 circulation in Douglas County in excess of 300 copies, printed in
Omaha,in said County of Douglas,for more than fifty-two weeks last
past; that the printed notice hereto attached was published in THE
DAILY RECORD,of Omaha,on
November 2, 2007
That ssaickLsTe aper during that time was regularly published and
in _y'eriiliZ f iDp in the County of Do 1 and.State of Nebraska.
RA.L
Imo'Q.r'<4E �(
e ,� Subscribed' y presence and sworn to before
/ *0•c�SOON i20 0 2nd
' b3ishe� e �s $ : me thisto y of
: 0 f.P\ November4/ 07
/i litional�Copies�4 y- i
2
l
‘‘t, 'rA E\',•. Not c i o las County,
%woe. a of ebraska
ernment for Federal contracts under Federal rules and regulations, and
including the information required by Sections 10-192 to 10-194,
inclusive, and shall permit reasonable access to his records. Records
accessible to the Contract Compliance Officer shall be those, which are
fifteen(15)years from the effective date of the Redevelopment Plan,the
Holder shall waiver any unpaid portion of the principal and interest due upon written request of the
City of Omaha.
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"NOTICE TO PUBLIC" THE DAILY RECORD
• ORDINANCE NO.37911
AN ORDINANCE to,,approve the Tax OF OMAHA
/�H/�
Increment Financing (TIF) Redevelopment
Loan Agreement between
op thme City of Omaha RONALD A. HENNINGSEN, Publisher
, and Dial-Kinsetli Devel opment, Inc., with a
local office at 11506 Nicholas Street, Suite PROOF OF PUBLICATION
200 Omaha, imp
Nebraska, 68154, to implement
the proposed Marriott'Residence Inn project
located at 12th and Jackson Streets within
the Omaha Rail and Commerce Historic UNITED STATES OF AMERICA,
District through the rehabilitation and 1
conversion of a 66 foot by 132 foot parking The State of Nebraska, SS.
lot and the demolition and removal of the ; District of Nebraska,
former Machine Works Building located at
12th and Jackson Street; providing for a County of Douglas,
multi-level, five-story 118 Room Marriott City of Omaha,
Residence Inn Hotel containing
underground parking, active street level i
retail and related facilities that are consistent , J. BOYD
with the style of the Old Market District; and
providing for an effective date thereof. being duly sworn,deposes and says that she is
SUMMARY:
AN ORDINANCE to approve the Tax LEGAL EDITOR
Increment Financing (TIFI Redevelopment
Loan Agreement between the City of Omaha
and Dial-Kinseth Development, Inc., with a of THE DAILY RECORD, of Omaha, a legal newspaper,printed and
local office at 11506 Nicholas Street, Suite published dailyin the English l e havingbonafide paid
200 Omaha, Nebraska, 68154, to implement n g anag ° a
the proposed Marriott Residence Inn project circulation in Douglas County in excess of 300 copies, printed in
located at 12th and Jackson Streets within Omaha,insaid Countyof Douglas,for more than fifty'two weeks last
the Omaha Rail and Commerce Historic ou gas r "y
District through the rehabilitation and past; that the printed notice hereto attached was published in THE
conversion of a 66 foot by 132 foot parking
lot and the demolition and removal of the DAILY RECORD,of Omaha,on
former Machine Works Building located at 12th and Jackson Street; providing for a November 28, 2007
multi-level, five-story 118 Room Marriott
Residence Inn Hotel containing -
underground parking, active street level
retail and related facilities that are consistent
with the style of the Old Market District; and
providing for an effective date thereof.
PASSED November 20,2007, 7-0 That .404. 071,spaper during that time w. regularly published and
APPROVED BY: ..�
MIKE FAHEY 11/21/07 in .,-i 1� lion in the County of Dougl',and State of Nebraska.
MAYOR OF THE F _y{`
CITY OF OMAHA 1'rP�G�p1ERAz' `y ` • 1
BUSTER BROWN, i . ' Subscribed in mire • ce and sworn to before
City Clerk
11-28-07 /0 • NOTARY N �
P yl21is1r tire-_,I�' $ 3 ii 0 me this 2 8 th da of
kJtXPIRditional Cop2 No 1' ri an fo ouglas County,
State of Nebraska
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