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ORD 35463 - Kellom North LP redevelopment and TIF agmt 1/"../9„9 - 1 _:, , . . 1 , " M�HA,�, Planning Department ;A`,��is� RECEIVED l9 FarnDouglas Civic Center -,,�,,*�v 1819 Farnam Street,Suite 1100 r f��+ tri n �f j DEC C� f s Omaha,Nebraska 68183-0110 ®G ri- 'J �1 - (402)444-5200 OAF- t�.u �� F 4 :r (402)444-5150 oq �4ro ` ' ' i Telefax(402)444-6140 �TFD FEB4r .tanurSr 9,,..200l , j`'` ;1 Robert C.Peters City of Omaha Acting Director Hal Daub,Mayor r Honorable President and Members of the City Council, The attached proposed Ordinance approves the Agreement with Kellom North Limited Partnership, which implements the Kellom North Limited Partnership Redevelopment Plan for a housing development in an area bounded by Caldwell and Hamilton Streets between 26th and 27th Streets. This Redevelopment Plan, approved by the City Council on August 29, 2000, provides for the development of 10 duplex housing units with associated public improvements. The Agreement provides the use of$100,000.00 in Tax Increment Financing for the project. The tax increment loan will be repaid in 15 years with the increase in taxes generated by the property improvements. The Contractor has on file a current Annual Contract Compliance Report Form (CC-1). As is City policy;the Human Relations Director will review the Contractor to ensure compliance with the Contract Compliance Ordinance. , Your favorable consideration of the Ordinance will be appreciated. Sincerely, Referred to City ouncil or C sideration: --- (V - 9 . S.•GG AO 12-z1`0-6 Steven N. Jensen, AIC Date Mayor's Office/Title S - Date Acting Planning Director P40 . Approved as to Funding: Approved: Gam- 9 -00 • q 5 Stanley P. Timm Date Kellie Paris-Asaka ate 6&. Acting Finance Director Human Relations Director P:\PLN 1\9234maf.doc 1 • • • • ORDINANCE NO: :1 j94:1 AN ORDINANCE approving a redevelopment and tax increment financing loan agreement with the Kellom North Limited Partnership,2221 North 24th Street, Omaha,Nebraska,and providing for an effective date. 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 Redevelopment Agreement with Kellom North Limited Partnership for housing development at 27th and Caldwell Streets; including any other documents in connection with the Redevelopment Agreement necessary or appropriate to consummate the loan. 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. Section 3. This Ordinance shall be in full force and take effect fifteen(15) days from and • after the date of its passage. INTRODUCED BY CO CILMEMBER a/ve--) 1/ A APPRO.:`ED BY: feedy AYOR OF THE CITY OF OMAHA E PASSED JAN 3 0 2001 ATTEST: r_ C T CLERK O4,T1TF CITY OF(Jib 9 i D TE/ APPROV AS FORM: . C AT Y 4ATE P:\PLN1\9704sap.doc REDEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and between the City of Omaha, a Nebraska Municipal Corporation in Douglas County,Nebraska, and Kellom North Limited Partnership. RECITALS: WHEREAS, on August 29, 2000, the City Council of the City of Omaha approved the Kellom North Limited Partnership Redevelopment Plan which provided for housing development at 27`h and Caldwell Streets, and the use of the excess ad valorem taxes generated by such development; 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: 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 Kellom North Limited Partnership. 1.3 "Director" shall mean the Director of the City of Omaha Planning Department. 1.4 "Redevelopment Project" shall mean construction of ten (10) duplex housing units with associated public improvements as shown on the Site Plan Exhibit "A". 1.5 "Redevelopment Site" shall mean the area legally described on Exhibit "B", 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 for public improvements and eligible site specific development costs up to the sum of$100,000.00. 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. • - 2 - • SECTION 3. OBLIGATIONS OF THE DEVELOPER The Developer shall: 3.1 Complete the Redevelopment Project on or before December 31,2001,creating a real property taxable base by reason of such construction of at least$2,067,783.00. 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$100,000.00 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 the loan proceeds. If the City so requests,the developer shall, from time 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 a 9% interest rate. 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$24,100.00 or less prior to and during construction; and $2,091,883.00 or less after substantial completion or occupancy of the ten (10) duplex housing units; (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, - 3 - • 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 these covenants are breached by such third parties 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. 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 with 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 - • 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 assigns 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. 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 x) In further consideration of the mutual covenants herein contained, the parties hereto 1 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 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 - 5 - (2) Developer: Alvin M. Goodwin Kellom North Limited Partnership c/o Omaha Economic Development Corporation 2221 North 24th Street Omaha,NE 68110 Either party may designate additional representatives or substitute representatives by giving written notice thereof to the designated representative of the other party. th Executed this 8--day of cd)rZA.DA./ 200 TI . ATTEST-= CI r a F a A •fr CI Y LERK OF THE L'ITY OF OMAHA AYOR OF THE CITY OF OMAHA Exe uttd this ,2'7tiay of , e'ee.0...2"4. , 204, . DEVELOPER: KELLOM NORTH LIMITED PARTNERSHIP By APPROVED AS FORM: 4ITY O - 6 - STATE OF NEBRASKA ) )ss. COUNTY OF DOUGLAS ) The foregoing Redevelopment Agreement was acknowledged before me this . day of 2 cew.102 - , 2000 by Alvin M. Goodwin, President of Omaha Economic Development Corporation, General Partner, on behalf of said Kellom North Limited Partnership. /1k, R . -Tad GENERAL NOTARY-State of Nebraska MARIAN R.TODD Notary Public, State of Nebraska My Comm.Exp.Feb.13,2002 My commission expires on — 13— aoo P:\PLN1\9705sap.doc - 7 - , ' 27'HH \STRE.ET • -- --- EXHIBI I. 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N 1 • EXHIBIT "C" 0 Plf 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 $100,000.00 le , 2001 FOR VALUE RECEIVED, the Undersigned, Borrower, promises to pay Kellom North Limited Partnership, c/o Omaha Economic Development Corporation, 2221 North 24th Street, Omaha,Nebraska 68110, Holder, and/or its assigns, the principal sum of One Hundred Thousand and No/100 ($100,000.00),together with interest thereon at the rate of Nine percent(9%)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 Redevelopment Project as set forth in that certain Redevelopment Agreement dated the ` day of t' 20 0 r, by and between the City of Omaha, Borrower, and the Holder, (th "Redevelopment Agreement") are collected by the City of Omaha and available for the retirement of this 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 of Omaha, Omaha, Nebraska, 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. 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: M or of the ity of Omaha ATTEST: APPROVED AS TO FORM: City Clerk of the City of Omaha i A orney P:\PLN 1\9706sap.doc • 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 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 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 - 1 - • 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. P:\PLN3\7810.SKZ - 2 - • RECEIVED INTEROFFICE MEMORANDUM AMII: I6 Law Department ;s`; ' ;;LE' n r.OM HA, RASN A DATE: November 1, 2004 TO: Buster Brown, City Clerk FROM: Bernard J. in den Bosch, Assistant City Attorne` � Jj SUBJECT: Administrative Amendment to Redevelopment Agreement Attached please find an original Administrative Amendment to Redevelopment Agreement for your records. This is the copy of the document you previously had, but has now been executed by First National Bank. BJB:de Attachment r • , a 1 • ADMINISTRATIVE AMENDMENT TO REDEVELOPMENT AGREEMENT This ADMINISTRATIVE AMENDMENT TO RED VELOPMENT AGREEMENT ("Agreement") is made and entered into this,^`eday of,V , 2004 by and between First National Bank of Omaha ("FNBO") and the City of Omaha, ebraska("City"). PRELIMINARY STATEMENT On December 17, 1996, the City Council of the City of Omaha, after recommendation by the Planning Board of the City of Omaha on November 6, 1996, approved the Downtown Northeast Redevelopment Plan which includes, among other things, Redevelopment Project One and Redevelopment Project Two. Subsequently, the parties to this Agreement and Jayhawk, L.L.C., a Delaware limited liability company ("Jayhawk") entered into a Redevelopment Agreement dated February 10, 1997, for the implementation of Redevelopment Project One and Redevelopment Project Two as set forth therein. On March 3, 1998, the City Council of the City of Omaha, after recommendation by the Planning Board of the City of Omaha on October 1, 1997, approved an Amendment to the Downtown Northeast Redevelopment Plan. Thereafter, the parties hereto and Jayhawk entered into a First Amendment to Redevelopment Agreement dated June 5, 1998, amending the Redevelopment Agreement dated February 10, 1997. By Assignment'and Assumption Agreements dated as of June 30, 1998, and December 21, 1998, Jayhawk transferred and assigned to FNBO all of its rights, powers, privileges, and benefits under the Redevelopment Agreement with respect to all real estate in the Project One area, and FNBO assumed all of the duties and obligations of Jayhawk under the Redevelopment Agreement with respect to such real estate. By Assignment and Assumption Agreement dated as of April 15, 1999, Jayhawk transferred and assigned to FNBO or its designee all of its remaining rights, powers, privileges and benefits under the Redevelopment Agreement, and FNBO assumed all of the duties and obligations of Jayhawk under the Redevelopment Agreement. On April 20, 1999, the City Council of the City of Omaha, after recommendation by the Planning Board of the City of Omaha, on March 3, 1999, approved a Second Amendment to the Downtown Northeast Redevelopment Plan, which amended the Plan for Redevelopment Project Two and added Redevelopment Project Three and a Future Phase Project Plan. On or about May 7, 1999, the City and FNBO entered into a Second Amendment to Redevelopment Agreement further amending the Redevelopment Agreement, and on February 8, 2001 the City and FNBO entered into a Third Amendment to the Redevelopment Agreement(the Redevelopment Agreement dated February 10, 1997, as amended by the June 5, 1998 First Amendment to Redevelopment Agreement, the May 7, 1999 Second Amendment to Redevelopment Agreement and February 8, 2001 Third Amendment to Redevelopment Agreement will be referred to herein as the "Redevelopment Agreement"). 0l-492957.4/1 1 The Redevelopment Agreement contemplates that certain administrative amendments may need to be made to the Redevelopment Agreement in order to carry out the intent of the Redevelopment Agreement and the Downtown Northeast Redevelopment Plan. On or before June 13, 1997, Greater Omaha Realty Company and David L. Davis (collectively, "Davis Plaintiffs") were the owners of certain real property (the "Real Property") located in Omaha, Douglas County, Nebraska and within the area subject to the Downtown Northeast Redevelopment Plan, which real property is more particularly described as: Lots Five and Six (5 & 6), Block Fifty-Seven (57), Original City of Omaha, as surveyed and lithographed, in Omaha, Douglas County,Nebraska(1514 Davenport Street); Lot One (1), Block Seventy-Six (76), Original City of Omaha, as surveyed and lithographed in, Omaha, Douglas County,Nebraska(1501 Davenport Street); The West Forty-Four (W 44) of Lot Three (3), and all of Lots Four (4) and Five (5), in Block Seventy-Six (76) in the Original City of Omaha, as surveyed and lithographed, in Omaha, Douglas County, Nebraska(213 North 16th Street& 1516 Capitol Avenue). On or about June 13, 1997, the City filed with the County Court of Douglas County, Nebraska its Petition to Condemn Property with respect to the Real Property. On or about August 22, 1997, the Board of Appraisers appointed by the County Court of Douglas County issued its decision awarding just compensation to the Davis Plaintiffs for the City's condemnation of the Real Property in the aggregate amount of$1,319,472.00. Subsequent to the award by the Board of Appraisers, FNBO or its designee or agent transferred or caused to be transferred to the City the entire amount awarded by the Board of Appraisers for the City's condemnation of the Real Property; On or about August 26, 1997, the City deposited or caused to be deposited in the County Court of Douglas County, Nebraska the entire amount awarded to Davis Plaintiffs by the Board of Appraisers. The City pursuant to the Redevelopment Agreement sold or conveyed the Real Property to FNBO or its designee. FNBO or its designee is the current owner and occupant of the Real Property. On or about November 4, 1997, Davis Plaintiffs filed their petitions in the District Court of Douglas County, Nebraska, styled as Davis v. City of Omaha, Doc 965 Page 277 (Douglas County District Court) and Greater Omaha Realty Company v. City of Omaha, Doc 965 Page 279 (Douglas County District Court) (the "Litigation"), appealing, among other things, the City's condemnation of the Real Property and the decision of the Board of Appraisers. In addition, the Davis Plaintiffs have included claims against the City for inverse condemnation and other causes of action relating to actions undertaken by the City prior to the Downtown Northeast 2 0l-492957.4/2 Redevelopment Plan or the Redevelopment Agreement, and not directly arising out of the City's Petition to Condemn Property filed with respect to the Real Property. In addition, the Davis Plaintiffs challenged the constitutionality of Nebraska's Community Development Law with respect to the City of Omaha's use of eminent domain and with respect to the transfer of the Real Property to FNBO. Pursuant to the Redevelopment Agreement, FNBO, as the assignee of Jayhawk, agreed to reimburse City for costs and expenses paid to third parties in connection with certain condemnation actions ("Costs"). The City has been defending the Litigation, and has paid Costs to certain third parties in connection with the Litigation. The City and FNBO have agreed to settle the Litigation with the Davis Plaintiffs, and FNBO and the Davis Plaintiffs will enter into a Settlement Agreement and Release ("Settlement Agreement") settling all claims in the Litigation. The City is an express third party beneficiary of the Settlement Agreement and received a full and complete release from the Davis Plaintiffs pursuant to the Settlement Agreement. In order to induce FNBO to agree to the settlement of the Litigation and to carry out the Downtown Northeast Redevelopment Plan, the City has agreed to (i) waive its right under the Redevelopment Agreement to recover the Costs from FNBO; (ii) waive any claims against FNBO relating to the Litigation and (iii) pay to FNBO the sum of Fifteen Thousand Dollars ($15,000). The parties now enter into this Administrative Amendment to the Redevelopment Agreement in order to memorialize their agreement with respect to the Costs and the settlement of the Litigation. NOW THEREFORE, in consideration of the mutual promises, conditions and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and FNBO agree as follows: Section 1: The Litigation: In consideration of the covenants and promises of the City as set forth herein, FNBO agrees to the settlement of the Litigation with the Davis Plaintiffs, and agrees to pay to the Davis Plaintiffs the sums required by the Settlement Agreement. Section 2: Waiver of the Costs/Waiver of Claims Relating to Litigation/Payment to FNBO: In consideration of the covenants and promises of FNBO as set forth herein, the City (i) agrees to pay or cause to be paid to FNBO the sum of Fifteen Thousand Dollars ($15,000) within twenty days from the date of execution of this Agreement by all parties; (ii) knowingly and voluntarily releases, discharges, forever acquits and covenants not to sue FNBO, its successors or predecessors, its past, present and future directors, officers, employees, agents (including but not limited to Jayhawk, LLC), representatives, attorneys, subsidiaries, or affiliates, any current and former directors, officers, employees, agents, representatives or attorneys of its subsidiaries or affiliates and any person occupying or claiming an interest in the Real Property through FNBO or its agents or affiliates, including but not limited to Wachovia Development Corporation and Wells Fargo Bank Northwest (formerly known as First Security Bank), National Association, not 3 01-49295 7.4/3 • individually but solely as owner and trustee under the FNB Omaha Trust 2001-1, from any and all claims, including, but not limited to, any and all demands, rights, lawsuits, actions, damages, liabilities, losses, expenses and causes of action, of every kind and nature, known and unknown, at law and in equity, whether or not previously asserted and arising from the beginning of time through the date of the execution of this Agreement by the parties, which arise out of, are in connection with or are in any way related to the Litigation; and (iii) knowingly and voluntarily waives, and forever releases and relinquishes any right or claim, whether arising under the Redevelopment Agreement or otherwise at law or equity or by statute, to recover the Costs from FNBO, its current and former successors, predecessors, directors, officers, employees, agents (including but not limited to Jayhawk, LLC), representatives, attorneys, subsidiaries, or affiliates, any current and former directors, officers, employees, agents, representatives or attorneys of its subsidiaries or affiliates and any person occupying or claiming an interest in the Real Property through FNBO or its agents or affiliates, including but not limited to Wachovia Development Corporation and Wells Fargo Bank Northwest (formerly known as First Security Bank), National Association,not individually but solely as owner and trustee under the FNB Omaha Trust 2001-1. Section 3: Conditions: The obligations of the parties hereunder are subject to and conditioned upon the execution of the Settlement Agreement with the Davis Plaintiffs, and the dismissal of the Litigation in accordance with the Settlement Agreement. Section 4: Conflicting Provisions; Administrative Amendment Controls: To the extent the provisions of this Agreement conflict with any provisions of the Redevelopment Agreement, the provisions of this Agreement shall control. Section 5: Reaffirmation of Redevelopment Agreement: Except as amended by this Agreement, the Redevelopment Agreement shall remain in full force and effect. IN WITNESS WHEREOF, FIRST NATIONAL BANK OF OMAHA and THE CITY OF OMAHA, NEBRASKA have caused this ADMINISTRATIVE AMENDMENT TO REDEVELOPMENT AGREEMENT to be effective as of the date set forth above. CITY OF OMAHA By: )Ll Title: Mayor of the City of Omaha,Nebraska Attest:- By: City Clerk Ap vedras By ' � . � q(221-04 Assistant City Attorney 4 0 1-49295 7.4/4 STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me September,?3, 2004 by Michael Fahey, the Mayor of the City of Omaha, Nebraska. Notary Public GENERAL NOTARY-State of Nebraska My commission expires: ; Com Aug.I.FORD e9///a/6 My Comm.Exp. 16,2007 5 0l-492957.4/5 FIRST ATIONAL BANK OF OMAHA By: Its: '1Viert gata+di agegt STATE OF NEBRASKA ) i ) ss. COUNTY OF DOUGLAS ) The foregoi g instrument was acknowledged before me o "o?f, 2004 by afuglit 'r% , the of First National Bank of Omaha. ai, A,,,,, 9tryt,d__ Notary ublic My commission expires: 91414- '47 deaS ji GENERAL NOTARY-State of Nebraska CYNTHIA ANN JONES tea 'ft My Comm.Exp.June 6,2005 [--- 6 01-49295 7.4/6 • O�()IAN A,NF� :;`� 4'k Law Department Omaha/Douglas Civic Center ® �` �� 1819 Farnam Street,Suite 804 ti Omaha,Nebraska 68183-0804 O4t.", FSnRUF November 2, 2004 - (402)444-5115 Telefal-(402)-4-44-512-5— City of Omaha Paul D.Kratz Mike Fahey,Mayor City Attorney Richard A. Frandeen Senior Vice President First National Bank of Omaha 1620 Dodge Street, Stop 4300 Omaha, NE 68197-4300 - - - - Re: $100,000 Redevelopment Promissory Note Project: Kellom North Redevelopment Plan Address of Property: 27th and Hamilton Streets, Omaha, Nebraska Dear Mr. Frandeen: As Assistant City Attorney of the City of Omaha, Nebraska ("City"), I am authorized to furnish opinions that may be required in connection with tax increment financing transactions. In that regard, I am providing this letter with respect to the above TIF Redevelopment Promissory Note in the amount of $100,000.00, recently issued by the City of Omaha to Kellom North Limited Partnership pursuant to that certain Redevelopment Agreement approved by Ordinance No. 35463, passed January 30, 2001 ("Ordinance"). I have examined the ordinance and the following: (1) $100,000.00 Redevelopment Promissory Note; (2) Security and Pledge Agreement executed by City, as Pledgor, and First National Bank of Omaha ("Bank"), as Pledgee, effective April 19, 2002; (3) Uniform Commercial Code Financing Statement designating City, as Debtor, to Bank, as Secured Party; and (4) The Ordinance. In addition, I have examined such statutes,decisions, proceedings of the City Council of the City and such other matters as I have determined necessary to give the opinions hereinafter set forth. As to the documents executed by Kellom North Limited Partnership, I have assumed the genuineness of all signatures and the authenticity of all items submitted to me as copies. I have further assumed that the original developers had the capacity to enter into and perform all of their obligations under the Redevelopment Plan and the Redevelopment Agreement. I have made no independent investigation as to the status of the title of the . Richard A. Frandeen November 2, 2004 Page 2 Redevelopment Project, as defined in the Redevelopment Agreement,and assume that you are satisfied as to the legal title thereto. Based upon the foregoing, I am of the opinion that: (1) The City is duly organized and existing as a political subdivision in accordance with the laws and Constitution of the State of Nebraska and has the powers and authority granted in§§ 18-2101 to 18-2144, inclusive, and §§ 18-2147 to 18-2153, inclusive, R.R.S. 1943 (the "Community Development Law.") (2) The Ordinance was duly adapted by the City pursuant to the Community Development Law. (3) The Redevelopment Agreement, the Redevelopment Promissory Note and the Security and Pledge Agreement constitute the valid and legally binding obligations of the City and are enforceable in accordance with their terms; provided, however, that none of the above shall be a debt of the City and the City shall not be liable thereunder, except to the extent authorized by the Community Redevelopment Law, and shall not constitute an indebtedness of the City and City shall not be liable therefor, except to the extent authorized by the Community Redevelopment Law and shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. This opinion is solely for the benefit of First National Bank of Omaha in connection with the above referenced Project and may not be quoted or relied upon by any other person or used for any other purpose without the prior written consent of the City Attorney of the City. Yours very truly, • Bernard J. in den Bosch Assistant City Attorney 11.2.2004 File No. 16-274 SECU RITY AND PLEDGE AGREEMENT THIS SECURITY AND PLEDGE AGREEMENT, effective as of April 19, 2002, by and between CITY OF OMAHA, a municipal corporation ("Pledgor"), and FIRST NATIONAL BANK OF OMAHA, a national banking association, whose mailing address is 1620 Dodge Street, Omaha, Nebraska 68197-4300 ("Pledgee"). SECTION 1 - RECITALS; DEFINITIONS. 1.1. Kellom_ North Limited Partnership, a Nebraska limited _partnership (the "Borrower"), is the present owner and holder of a Redevelopment Promissory Note of the City of Omaha in the amount of$100,000.00 ("Redevelopment Promissory Note"), issued with respect to the Kellom North Limited Partnership Redevelopment Plan (the "Project"). 1.2. The$100,000.00 Redevelopment Promissory Note has been pledged as security for repayment of the $100,000.00 Owner Promissory Note of Borrower to Pledgee. 1.3. The City Council of the City of Omaha constitutes the "Authority" within the meaning of§18-2103 (1) of the Community Development Law (The "Act"). 1.4. Pledgor has adopted the Kellom North Limited Partnership Redevelopment Plan (the "Plan"). 1.5. Pursuant to§18-2147 of the Act, any ad valorem tax levied upon the Project shall be divided, for a period not to exceed fifteen (15)years after the Effective Date of the Plan (the "Tax Increment Period"), as follows: (a) That portion of the ad valorem tax which is produced by the levy at the rate fixed each year by or for each such public body upon the redevelopment Project valuation (the"Redevelopment Project Valuation"), as determined in Section 1.7 hereof, shall be paid into the funds of each suchpublic bodyin the same proportion as are all p p other taxes collected by or for the body; and portion of the ad valorem tax on re al That property, in the Redevelopment p Project in excess of such amount, if any, shall be allocated to and,when collected, paid into a specialjund of the authority to pay the principal of, the interest on, and any premiums due in connection with the bonds of, loans, notes or advances of 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. 1.6. Ordinance No. 35463, approving the Redevelopment Agreement,was approved by the City Council of the City of Omaha on January 30, 2001, and was approved by the Mayor of the City of Omaha on February 8, 2001. Security and Pledge Agreement, Page 1 #301122-v 1 4 ' 11.2.2004 File No. 16-274 1.7. • Pursuant to §i 8-2 i 48 of the Act, the County Assessor of Douglas County, Nebraska transmitted to the Omaha Redevelopment Authority the Redevelopment Project Valuation of the Project (referred to as the "Base Redevelopment Valuation") which was determined to be $24,100.00. 1.8. Pursuant to §18-2147(2) of the Act, to the extent that all ad valorem taxes paid annually with respect to the Project exceed those that would otherwise be payable upon the Redevelopment Project Valuation (the "Annual Tax Increment Receipts"), such incremental amount, when collected,-is to be allocated and paid by the County Assessor of Douglas County to a special fund of the Pledgor to pay the principal, premium, if any, and interest on indebtedness incurred with respect to the Project. 1.9. Pledgee has agreed to make a loan to Borrower in the amount of$100,000.00, pursuant to a $100,000.00 Owner Promissory Note from Borrower to Pledgee, dated of even date herewith. 1.10. Pursuant to §18-2147(2) of the Act and the Redevelopment Agreement for the Project, Pledgor executed and delivered its$100,000.00 Redevelopment Promissory Note and, pursuant to the Redevelopment Agreement, Pledgor agreed to pay Borrower Annual Tax Increment Receipts to amortize the Redevelopment Promissory Note. 1.11. Pursuant to §18-2150 of the Act, Pledgor is authorized to pledge the Annual Tax Increment Receipts as security for repayment of the Redevelopment Promissory Note. 1.12. The Redevelopment Promissory Note has been pledged to Pledgee as security for the repayment of the $100,000.00 Owner Promissory Note. 1.13. As a condition to the advancing of the funds under the Owner Promissory Note, Pledgee has required that Pledgor execute and deliver this Security and Pledge Agreement wherein and whereby Pledgor will pledge the Annual Tax Increment Receipts under the Redevelopment Plan as security for repayment of the Redevelopment Promissory Note assigned to Pledgee throughout a period not exceeding the remainder of the Tax Increment Period, all in accordance with the Plan and Act. 1.11. Pledgor has agreed to pledge the Annual Tax Increment Receipts directly to Pledgee to secure its obligations under the Redevelopment Promissory Note. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and the rights and duties provided in the Act, the parties hereto agree as follows: Security and Pledge Agreement, Page 2 #301122-v1 11.2.2004 File No. 16-274 SECTION 2-PLEDGE AND SECURITY INTEREST. Pledgor hereby grants to Pledgee a pledge of, and security interest"in, the Annual Tax Increment Receipts, as collateral for the prompt and full payment, when due, of all sums now or hereafter payable, or to become payable, under the Redevelopment Promissory Note. This Agreement shall constitute a "security agreement" within the meaning of the Nebraska Uniform Commercial Code and Pledgee will be accorded all rights and remedies of a "secured party" thereunder. Pledgee agrees to hold the Annual Tax Increment Receipts for the sole and exclusive benefit of Pledgee. Pledgor hereby covenants and represents with and to Pledgee as follows: (a) _. The-Annual Tax Increment Receipts have not been pledged to any other person or entity; (b) The pledge hereunder creates a first perfected security interest in the Annual Tax Increment Receipts; (c) Pledgor will not pledge such Annual Tax Increment Receipts to any other person or entity; and (d) In the event that the Annual Tax Increment Receipts are in excess of the amounts needed from time to time to pay the current payments due under the Redevelopment Promissory Note, any excess payment shall be used to prepay the Redevelopment Promissory Note. SECTION 3-TERM. The term of this Agreement shall continue to be in effect for a term commencing as of the date hereof and shall continue until the date on which the Redevelopment Promissory Note is paid in full, other than by renewal, refinancing, rescheduling, reamortization or consolidation with other loans or indebtedness; but in no event shall Pledgor's obligation to segregate Annual Tax Increment Receipts extend beyond: (a) the date upon which the Redevelopment Promissory Note is paid in full;or (b) the date which is 15 years after the Effective Date of the Plan, the earlier of such dates being hereinafter referred to as the "Termination Date," at which time this Agreement shall terminate automatically. This Agreement may be terminated prior to the Termination Date only upon written notice to the Pledgor from Pledgee and upon written approval of Borrower. SECTION 4 - PAYMENT OF REDEVELOPMENT PROMISSORY NOTE. The parties agree that Pledgor shall pay over to Pledgee directly, from time to time, all sums received by Pledgor as Annual Tax Increment Receipts for the purpose of paying the Redevelopment Promissory Note, as the same become due and payable. Security and Pledge Agreement, Page 3 #301122-v1 l 11.2.2004 File No. 16-274 SECTION 5 - LIMITED OBLIGATION AND DUTY OF PLEDGOR; DISCLAIMER. Piedgo"r is not a party to;and-i -in-no manner personally liable for;-any payments or other obligation to be performed under the Redevelopment Promissory Note, or any other document or agreement entered into or delivered in connection therewith, excepting only this Agreement, the Redevelopment Agreement, and as specifically set forth in the Redevelopment Promissory Note. Pledgor shall be under no duty to invest any sums received by it hereunder or received in respect of the Annual Tax Increment Receipts, nor shall Pledgor be required to disburse any amount so held, except to Pledgee, or such other party or parties as Pledgee may designate in writing to Pledgor. Pledgor expressly disclaims any representation or warranty that the Annual Tax Increment Receipts will be sufficient at any time for any payment now or hereafter due under the Redevelopment Promissory Note. Neither this Agreement, the Plan or any other instrument or agreement entered into with respect to the Project shall in any manner be construed as a charge against its credit or taxing power for any purpose whatsoever. SECTION 6 - NO SETOFF. The funds held in the Annual Tax Increment Receipts shall be held separate and apart from all other funds of the Pledgor and shall not be subject to setoff by the Pledgor in any manner against any claim against the Pledgee, Borrower, or their respective successors, assigns or affiliates. SECTION 7 - ASSIGNMENT BY PLEDGEE; NOTICE. This Agreement may be assigned by the Pledgee at any time upon giving written notice of such assignment to Pledgor. In the event that Pledgee assigns this Agreement, such notification shall identify the Assignee and the date of assignment at which time such Assignee shall succeed to all rights and benefits of Pledgee hereunder. SECTION 8 -COOPERATION; FURTHER ASSURANCES. The parties hereto mutually agree to cooperate with each other in delivering any further documents, agreements, instruments or further assurances reasonably necessary or appropriate to carry out the agreements herein contemplated,and the purposes of the Act,the Plan and the Redevelopment Agreement. SECTION 9-AMENDMENT. This Agreement may be amended or modified, in whole or in part, at any time by the written agreement by the parties hereto and approved in writing by Borrower. SECTION 10 - BENEFIT. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. SECTION 11 - INCORPORATION OF EXHIBITS. All documents and instruments attached and marked as exhibits shall be fully incorporated in this Agreement. Security and Pledge Agreement, Page 4 #301122-v 1 ' 11.2.2004 File No. 16-274 SECTION 12 - NOTICES. All notices or other communications required or permitted hereunder shail-be sufficiently given if In writing and deposited in the United States mail, first class postage prepaid, and addressed as follows: If to Pledgor: Omaha City Planning Department Attn: Robert Peters, Director City of Omaha Suite 1111 Omaha/Douglas Civic Center 1819 Farnam Street Omaha, Nebraska 68183-0111 With a copy to: Paul D. Kratz, Esq., City Attorney City of Omaha Omaha/Douglas Civic Center 1819 Farnam Street, Suite 804 Omaha, Nebraska 68183 If to Pledgee: First National Bank of Omaha Attention: Senior Officer Mortgage Loan Department 1620 Dodge Street, Stop 4300 Omaha, Nebraska 68197-4300 With a copy to: Ronald L. Eggers, Esq. Gross &Welch 2120 South 72nd Street, Suite 1500 Omaha, Nebraska 68154 and Kellom North Limited Partnership do Al Goodwin 2221 North 24th Street Omaha, Nebraska, 68111 Security and Pledge Agreement, Page 5 #301122-v1 11.2.2004 File No. 16-274 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names as Of the day and-year first above written. PLEDGOR: CITY OF OMAHA, A Nebraska Municipal Corporation By: Mike Fahey, Mayor ATTEST: APPROVED AS TO FORM: L I� Z Q J20ay ASS-1 City A orney PLEDGEE: FIRST NATIONAL BANK OF OMAHA, A National Banking Association By: Eric W. Musgjerd, Vice President Security and Pledge Agreement, Page 6 #301122-v1 �: y • R .Y, i y 1 „Sli C C r. m I- CO A A CD 1 ' O I O ~ s� Z Z \ z1.4 Z , • m \ , I N im �rt .v o CL zg Z0%x Ili `o \a (/f In 3 x 0 Ol 1-4 xi m O = � m 5 Z 0or Z O 1-1 _I ; Cram 3 2 Z ' x. n o \ era 1UJI r O b� --.. N.) Is \ 1, t 1- (V N• \ J ... Z i: ;flI ~rim � � Occ CS o, 1. N33 "x 7 0 N - = z w_ C1 LC] Fj r-h.rt NOTICE TO PUBLIC- THE DAILY RECORD The followingen Ordinance has been set for� OF OMAHA City Councilcilhearing onfJanuary.23,2001,t4 at 20 o'clock p.mo la. the Legislative RONALD A. HENNINGSEN,Publisher Chambers, Omaha Douglas Civic Center,, 1819 Farnam'Street at calati hearing all PROOF OF PUBLICATION persons interested,t�l Bard. AN ORDINANC :pproving a redevelopment and(5p aBiltainglip financing UNITED STATES OF AMERICA, loan agreement wn 1319. Kellam North Limited Partnersh032221 1J24th Street, The State of Nebraska, Omaha, Nebraska.and 1187011.2p for an District of Nebraska, 1}8S. effective date. • County of Douglas ltJ BROWN, City of Omaha. City Clerk 1-12-01 JOHN P. EGLSAER being duly sworn,deposes and says that he Is ADVERTISING MANAGER • of THE DAILY RECORD,of Omaha,a legal newspaper,printed and published daily in the English language, having a bona fide paid 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 January 12, 1001 That:saldNivAp per during that time was regularly published and in,,g ral i`,8irg>el on in the County of Douglas, and State of bl ter's Fee S 1�:.(. b . V NOTARY j �AF • . .. t;ri;1.°'r golopa sio....r.-.. E• i r-ri,:. in my presenT sworn to x EXPtRL 12;:50, before methJ,dnu$Y 11 • Oill yef r+,, „„9"gY 6 2°9, of y 2 • 1 OF NEWOP Notary and r tY State of Nebraska . „ r • -- "NOTICE TO PUBLIC" THE DAILY RECORD . ORDINANCE NO.35463 OF OMAHA AN ORDINANCE approving a redevelopment and tax increment financing loan agreement with the Kellom North RONALD A. HENNINGSEN,Publisher Limited Partnership,2221 North 24th Street, PROOF OF PUBLICATION Omaha, Nebraska and providing for an effective date. SUMMARY: UNITED STATES OF AMERICA, AN ORDINANCE • approving a redevelopment and tax increment financing The State ofNebraska, loan agreement with the Kellom North District of Nebraska, ss• Limited Partnership,2221 North 24th Street, County of Douglas, Omaha, Nebraska and providing for an • City of Omaha, effective date. PASSED:January 30, 2001, 7-0 APPROVED BY: JOHN P. EGLSAER HAL DAUB 2/8/01 MAYOR OF THE being duly sworn,deposes and says that he is CITY OF OMAHA BUSTER BROWN, City Clerk _ ADVERTISING MANAGER 2-14-01 of THE DAILY RECORD,of Omaha,a legal newspaper,printed and published daily in the English language, having a bona fide paid 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 February 14, 2001 i ‘ r •r during that time was regularly published and /i_ „OW ',aft-, �,R'i,i in the County of Douglas, and State of lV R/I cry i �j 1 l b�7 ltll Pu sherWMFn6....._..••ie .. k(11.\ .1.. C FSSION :* qe Ltd utiona , ..... r.. Subscribed in my p 14th s to � . 2oco 7} before meuPebruary 1..day of t .Notary f glee County. • State of Nebr