ORD 43504 - Highlander V Davis Ridge TIF Agreement ORDINANCE NO. 4E )
AN ORDINANCE approving a redevelopment and Tax Increment Financing (TIF) Redevelopment
Agreement between the City of Omaha and Highlander Phase V, LLC, a Nebraska limited
liability company,to implement the Highlander V Davis Ridge Tax Increment Financing (TIF)
Redevelopment Project Plan for a redevelopment project site located northwest of 31st
Street and Patrick Avenue, which proposes the new construction of a three-story mixed
income 41 unit multifamily apartment structure; the agreement authorizes the use of up to
$501,775.00, which includes capitalized interest, in excess ad valorem taxes (TIF)
generated by the development to help fund the cost of the project, 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 between the City of Omaha and Highlander Phase V, LLC, a
Nebraska limited liability company, to authorize the use of up to $501,775.00, which includes
capitalized interest, to offset TIF eligible costs such as site preparation, engineering and
architectural fees, environmental and market studies, and public improvements as required, for a
project with total estimated costs of$18,019,783.00; 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.
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ORDINANCE NO. 1 3
PAGE TWO
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 COUNCILMEMBER:
APPROVED BY:
AAA
MAYOR OF THE CITY OF OMAHA DATE
PASSED AUG 2 9 2023 V' '
ATTEST:
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CITY CLERK OF TH CITY OF OMAHA DATE
3418 nsp AP"OVER •S TO FORM:
ASSISTANT CITY ATTO EY D•TE
REDEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between the City of Omaha, a Nebraska
Municipal Corporation in Douglas County, Nebraska, and Highlander Phase V, LLC, a Nebraska
limited liability company.
RECITALS:
WHEREAS, on August 1, 2023 by Resolution No. 2023-0705, the City Council of the City
of Omaha approved the Highlander V Davis Ridge Tax Increment Financing (TIF) Redevelopment
Project Plan for a redevelopment site located northwest of 31st Street and Patrick Avenue, which
proposes the new construction of a mixed income 41 unit multifamily apartment development
comprised of seven (7)three-story buildings as shown in Exhibit"A", which is attached hereto and
made a part hereof; and,
WHEREAS, the Highlander V Davis Ridge Tax Increment Financing (TIE) Redevelopment
Project Plan recommends authorizing up to $501,775.00 in TIF, which includes capitalized
interest, to offset eligible expenses, as provided for pursuant to the Nebraska by the Community
Development Law, including, but not limited to, site preparation, engineering and architectural
fees, environmental and market studies and other public improvements as required, for public
infrastructure enhancements and improvements, as required, for a project with total estimated
costs of$18,019,783.00 and,
WHEREAS, this Agreement is authorized and governed by the Nebraska Community
Development Law and implements the Highlander V Davis Ridge Redevelopment Project Plan,
which provides for the use of the excess ad valorem taxes, as provided for herein.
IN CONSIDERATION OF THESE MUTUAL COVENANTS, AND FOR GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH THE PARTIES
ACCEPT AND ACKNOWLEDGE, THE PARTIES AGREE AS FOLLOWS:
SECTION 1. DEFINITIONS
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The following terms, whether plural or singular, shall have the following meanings.
1.1 "Base Year" and "Base Year Valuation" shall mean the year prior to the calendar
year that the division of the property tax levied on the Redevelopment Site is to
become effective. The Base Year is established by the Notice to Divide Tax for
Community Redevelopment Project ("Notice to Divide") form prepared by the City
of Omaha, which establishes the valuation for the base amount and the calendar
year that division of real property tax levied is to become effective. For purposes
of this Agreement, the parties agree the Base Year and associated Base Year
Valuation shall be established on January 1, 2023.
Prior to August 1st of the year of the Division Date, the Director, or Director's
designee, will file the Notice to Divide as required by law and in accordance with
the Division Date set forth below, with the Office of the Douglas County
Assessor/Register of Deeds. Prior to July 1st of the year of the Division Date the
Owner may request, in writing, to change the Base Year and the Division Date. A
request for an extension of the Base Year and Division Date may be approved
administratively by the Director through an addendum to this Agreement. This
addendum shall be executed by the Owner and the Director.
1.2 "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 Law.
1.3 "Community Development Law" shall mean the Community Development Law of
the State of Nebraska (Chapter 18, Article 21, Sections 18-2101, et. seq.), as
supplemented by and including Sections 18-2147 to 18-2153, Reissue Revised
Statues of Nebraska, 1943, as amended. All statutory citations in the Agreement
are to the Nebraska Revised Statutes.
1.4 "Director" shall mean the Director of the City of Omaha Planning Department.
1.5 "Division Date" shall mean the agreed upon date after which any ad valorem real
estate taxes levied upon the Redevelopment Site shall be divided by the Douglas
County Assessor pursuant to the Community Development Law and the Notice to
Divide. For purposes of this Agreement, the parties agree the Division Date shall
be January 1, 2024.
1.6 "Excess ad valorem Taxes" shall mean any ad valorem real estate tax levied upon
and generated by the real property in the Redevelopment Site from and after the
Division Date (at the rate fixed each year by or for each of the hereinafter defined
public bodies) by or for the benefit of the State of Nebraska, the City, and any
board, commission, authority, district or any other political subdivision or public
body of the State of Nebraska (collectively "public bodies") in excess of any ad
valorem real estate tax generated by the levy on the Base Year Valuation.
1.7 "Owner" shall mean Highlander Phase V, LLC.
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1.8 "Redevelopment Project" shall be as more particularly described in the
Redevelopment Project Plan and as shown on the Site Plan attached hereto as
Exhibit "A" and incorporated herein.
1.9 "Redevelopment Project Plan" shall mean the Highlander V Davis Ridge Tax
Increment Financing Redevelopment Project Plan approved by the City Council of
the City of Omaha on August 1, 2023 by Resolution No. 2023-0705.
1.10 "Redevelopment Promissory Note" or "Note" shall mean any obligation issued by
the City in the form of Exhibit "B" attached hereto and incorporated herein by
reference, which shall be in the principal amount set forth in such Exhibit
("Redevelopment Loan Proceeds") and which shall be repaid from and secured by
the Excess ad valorem Taxes generated by the real property within the
Redevelopment Site.
1.11 "Redevelopment Site" shall mean the real property legally described on Exhibit"C",
attached hereto and incorporated herein.
SECTION 2. OBLIGATIONS OF THE CITY
The City shall:
2.1 execute and deliver to the Owner at closing the Redevelopment Promissory Note
in substantially the same form as that which is attached hereto as Exhibit "B".
2.2 grant Redevelopment Loan Proceeds for TIF eligible expenses, including any
public improvements, to the Owner in an amount not to exceed $501,775.00, which
includes capitalized interest.
2.3 establish a special fund, as required by Section 18-2147(b) of the Community
Development Law, for the Excess ad valorem Taxes, if any, generated by the
Redevelopment Project and the Redevelopment Site, which shall be allocated to
and, when collected, paid into this special fund, and shall be used for no other
purpose than to pay debt retirement principal and interest as required by the
Redevelopment Promissory Note. 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 Owner shall provide the Director, or Director's designee, with evidence,
acceptable to the Director, or Director's designee, in their sole discretion,
that sufficient private funds have been committed to complete the
Redevelopment Project.
2.4.2 Owner shall provide evidence of, and maintain, adequate performance and
labor materials bonds in the amount of no less than $501,775.00 during the
period of construction of the project. The City shall be specified as a co-
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obligee. This requirement may be satisfied by reasonably sufficient labor
and materials bond or payment and performance bond from the Owner's
general contractor or contractors, or the bond required pursuant to Section
3.9 of this Agreement.
2.5 make payments, as required by this Agreement and the Redevelopment
Promissory Note, of the Excess ad valorem Taxes held in the special fund pursuant
to Section 2.3 above. All Excess ad valorem Taxes shall be allocated, and when
collected, paid into the special fund for a period not to exceed fifteen (15) calendar
years from the Division Date. Under no circumstance shall the Owner receive
payments from the special fund for more than fifteen (15) years of Excess ad
valorem Taxes (i.e. thirty (30) semi-annual installments) or after such time as the
Redevelopment Promissory Note has been paid in full.
The City and Owner acknowledge and agree that the Owner shall receive the
benefit of the Redevelopment Loan Proceeds,as limited to eligible expenses
allowed by the Community Redevelopment Law,with the understanding that
the Excess ad valorem Taxes and resulting Redevelopment Loan Proceeds
may not be available for each and every installment or may not be sufficient
to fully amortize the Redevelopment Promissory Note issued by the City.
2.6 grant the entire amount of the Redevelopment Loan proceeds to the Owner for
costs of improving and redeveloping the Redevelopment Site, as authorized and
allowed pursuant to the Community Development Law, including, but not limited
to, those estimated eligible costs set forth on Exhibit "E", attached hereto.
Expenses identified on Exhibit "E" are a reasonably accurate estimate of the
eligible expenses for the Redevelopment Project.
2.7 execute such documents as may be reasonably necessary to effectuate City's
obligations under this Agreement.
SECTION 3. OBLIGATIONS OF THE OWNER
The Owner shall:
3.1 complete the Redevelopment Project on or before December 31, 2024. In the
event the Redevelopment Project cannot be completed on or before December 31,
2024, the Owner may submit a request, in writing, for an extension of the
completion date. The request must be submitted no less than three months prior
to the completion date set forth herein. The request may be acknowledged and
approved by the Planning Director.
3.2 cause all real estate taxes and assessments levied on the Redevelopment Site
and 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$501,775.00, which
includes capitalized interest, as set forth in Sections 2.1 and 2.2, which, when
combined with other private funds available, will be sufficient to construct the
Redevelopment Project.
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3.4 execute and deliver the Redevelopment Promissory Note with the terms set forth
below, at closing, which shall be as soon as reasonably possible after execution
of this Agreement but not more than 60 days thereafter, unless otherwise agreed
by the parties. 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 Owner
retains the Redevelopment Loan Proceeds. If the City so requests, the Owner
shall, from time-to-time, furnish the City with satisfactory evidence as to the use
and application of the Redevelopment Loan Proceeds.
3.4.1 Such Redevelopment Loan Proceeds shall be disbursed as provided in
Section 2.
3.4.2 Such Redevelopment Promissory Note shall bear a 5.52% interest rate.
3.4.3 The principal and interest shall be repaid by the City from the special fund
established pursuant to Section 2.3 to collect and hold Excess ad valorem
Taxes, pursuant to the Redevelopment Project Plan and Section 18-2147of
the Community Development Law, as they become collected in such fund
and available to the City for such use. To the extent such Excess ad
Valorem Taxes are insufficient or unavailable to the City, the loan shall be
forgiven and the obligations of the Owner shall remain unaffected.
3.5 provide the City with quarterly progress reports during the construction of the
Redevelopment Project and at any time upon written request from the City, and
allow the City reasonable access, upon written request to Owner, to any relevant
financial records pertaining to the Redevelopment Project.
3.6 retain copies of all supporting documents (as defined under Section 18-2119(4) of
the Community Development Law)that are received or generated by the Owner in
relation to the Redevelopment Project or Redevelopment Plan, until the expiration
of three years following the end of the last fiscal year in which Excess ad valorem
Taxes are divided in relation to the Redevelopment Project and provide such
copies to the City upon written request of the Director.
3.7 during the period that the Redevelopment Promissory Note is outstanding:
3.7.1 not protest the real estate improvement valuation on the Redevelopment
Site or request a reduction in the real estate improvement valuation on the
Redevelopment Site certified as of January 1, 2023 (Base Year) prior to
and during construction; and not protest the real estate improvement
valuation on the Redevelopment Site to request a reduction in the real
estate improvement base valuation on the Redevelopment Site to any
amount less than as certified as of January 1, 2023 (Base Year) plus
$2,658,462.00 (excess valuation) after substantial completion or
occupancy of the Redevelopment Project. This covenant is for the
benefit of, and binding upon, both the City and the Owner and any
successors and assigns, but all parties acknowledge that the excess
valuation agreed to herein is not binding on the Douglas County
Assessor and that any partial or full valuation designated by the
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Douglas County Assessor may not be an amount sufficient to
produce Excess ad valorem Taxes necessary on an annual basis to
amortize the Redevelopment Promissory Note;
3.7.2 not convey the Redevelopment Site or structures thereon to any entity
which would be exempt from the payment of real estate taxes, not apply
for exemption of real estate taxes from the county or the state, or cause the
nonpayment of such real estate taxes; if the county and/or state award the
exemption of real estate taxes, this Redevelopment Agreement and its
associated Redevelopment Promissory Note will be rendered void and
cancelled;
3.7.3 not apply to the Douglas County Assessor for the structures, or any portion
thereof, to be taxed separately from the underlying real property
encompassed within the Redevelopment Site;
3.7.4 maintain insurance for a minimum of ninety percent (90%) of the full value
of the structures on the Redevelopment Site;
3.7.5 in the event of casualty, apply such insurance proceeds to the
reconstruction of the Redevelopment Project, to the extent permitted by
Owner's mortgage lender, and
3.7.6 cause all real estate taxes and assessments levied on the Redevelopment
Site to be paid prior to the time such become delinquent. The Owner
acknowledges and agrees that any ad valorem taxes that become
delinquent may be forfeited and any portion of the Excess ad valorem
Taxes levied in the fifteenth year under this Agreement that become
delinquent shall be forfeited and returned to the appropriate public bodies
or taxing jurisdictions.
3.7.7 acquiesce to any and all requests deemed necessary by the City related to
compliance with the Community Development Law.
3.8 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 Owner.
3.9 the Owner shall provide the City with a penal bond as required by Section 18-2151
of the Community Development Law.
3.10 install and construct all of the public infrastructure improvements set forth in the
Redevelopment Project Plan approved by the City Council of the City of Omaha
on August 1, 2023 by Resolution No. 2023-0705, in coordination with the Owner's
development team, the City of Omaha Planning Department — Urban Design, and
the City of Omaha Public Works Department as referenced in the Redevelopment
Plan, and as subsequently modified to comply with City of Omaha requirements.
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3.11 inform the City, in writing, of any conveyance of the entire Redevelopment Project
or Redevelopment Site, which shall include name, and address of the purchaser
and contact information for the purchaser's authorized representative.
3.12 If the Owner violates or breaches any of the agreements, representations or
covenants in this section, the Owner may be required by the City to surrender any
remaining amount outstanding of the Redevelopment Promissory Note, after
reasonable notice and opportunity to cure. Each of the foregoing covenants shall
be referenced in a Notice of Redevelopment Agreement to be recorded by the
Owner with the Douglas County, Nebraska Register of Deeds within sixty(60)days
of the execution of this Agreement. A copy of the Notice of Redevelopment
Agreement shall be delivered to the City within one week of recording. The Owner
shall include the same covenants and restrictions agreed to above in any
conveyance of the Redevelopment Site, or any portion thereof, including but not
limited to, any sale, assignment, sale-leaseback or other such 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 Owner no longer owns
the Redevelopment Site.
SECTION 4. ADDITIONAL OBLIGATIONS OF THE CITY AND OWNER AND GOVERNING
PROVISIONS OF THE AGREEMENT
4.1 Equal Employment Opportunity Clause. Annexed hereto as Exhibit "D" and made
a part hereof by reference are the equal employment provisions of this Agreement,
wherein the "Owner" is referred to as "Contractor".
4.2 Non-discrimination. The Owner shall not, in the performance of this Agreement,
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 Agreement are for convenience and are not used
in the construction of this Agreement.
4.4 Applicable Law. Parties to this Agreement 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 Agreement.
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 Agreement. Any violation of this
section with the knowledge of the person or corporation contracting with the City
of Omaha shall render the Agreement voidable by the Mayor or Council.
4.6 Merger. This Agreement shall not be merged into any other oral or written
Agreement, lease or deed of any type.
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4.7 Administrative Amendments. The parties hereto recognize that certain
administrative amendments may need to be made to this Agreement in order to
carry out the intent of this Agreement and the Redevelopment Plan. The parties
hereto recognize that any such minor amendments to this Agreement negotiated
and executed by the parties' respective representatives or such addendums as
provided for herein, other than those defined in §18-2117 of the Community
Development Law, shall be considered and treated as administrative in nature and
not as a legislative amendment to this Agreement or the Redevelopment Plan.
However, amendments of the following types shall be referred to the City Council
for approval:
(1) Those that materially alter or reduce existing areas or structures otherwise
available for public use or access;
(2) Those that require the expenditure of $75,000.00 or more of City funds
above the levels contained in this Agreement;
(3) Those that increase City loans, bonded indebtedness, deferred payments
of any types, or other financial obligations above the levels contained in
this Agreement; and
(4) Those otherwise considered major or material in the reasonable discretion
of the City.
4.8 Modification. This Agreement 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.
4.9 Assignment. The Owner may not assign its rights under this Agreement without
the express prior written consent of the City; such consent not to be unreasonably
withheld. The Mayor may approve, in writing, a collateral assignment of this
Agreement and the Redevelopment Promissory Note to the Owner's lender, or the
assignment of all rights hereunder to a successor entity owned by, or under
common control with Owner.
4.10 Strict Compliance. All provisions of this Agreement 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.
4.11 Binding Effect. This Agreement shall be binding upon the Owner's successors and
assigns, and shall run with the land described in Exhibit "C", attached hereto, to
the benefit of the City of Omaha.
4.12 Force Majeure. As related only to the project completion date in Section 3.1 of this
Agreement, neither the City nor Owner shall be liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control, including,
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without limitation, acts of God; earthquakes; fires; floods; wars; civil or military
disturbances; acts of terrorism; sabotage; strikes; disease; pandemics;
quarantines; epidemics; acts of government; a state of emergency; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility, transportation,
computer (hardware or software) or telephone communication service; accidents;
labor disputes; acts of civil or military authority; governmental actions; or inability
to obtain labor, material, equipment or transportation; provided, however, that in
the event of a failure or delay, the affected party shall provide the other party notice
of such delay as soon as reasonably practicable following its discovery, and each
party shall use its best efforts to mitigate the effects of any such failure or delay.
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 Agreement 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:
David K. Fanslau Legal Service
Planning Director do City Clerk
City Planning Department Omaha/Douglas Civic Center
Omaha/Douglas Civic Center 1819 Farnam Street
1819 Farnam Street, Suite 1100 Omaha, NE 68183
Omaha, NE 68183
(2) Owner: Highlander Phase V, LLC
Attn: Todd Lieberman Copy to: Hudson Highlander LLC;
1603 Orrington Ave, Suite 450 Hudson SLP LLC
Evanston, IL 60201 do Hudson Housing Capital LLC
Attn: General Counsel
Copy to: Dan Kraft 630 Fifth Avenue, 28th Floor
Applegate &Thorne-Thompson, P.C. New York, New York 10111
425 S. Financial Place, Suite 1900
Chicago, IL 60605 Copy to: Affordable Housing Fund
Nebraska
Copy to: American National Bank do Sugar Creek Realty, LLC
Attn: Dawni Freeman 17 West Lockwood Avenue
8990 West Dodge Road Saint Louis, MO 63119
Omaha NE 68114-3383
Either party may designate additional representatives or substitute representatives by
giving written notice thereof to the designated representative of the other party.
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Executed this day of { 9O 20
ATTEST: CITY OF OM A:
CITY CLERK OF E CITY OF OMAHA DATE MAYOR OF THE CITY OF OMAHA DATE
APP AS TO FOR :
Z z3
ASSIST-ANT CITY ATT NEY DA E
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Executed this<�. day of T . , 20
OWNER: Highlander Phase V, LLC,
a Nebraska limited liability company
By: Highlander Phase V Manager,
LLC, a Nebraska limited liability
company
Name' Richardk': Sciortino �`' " "`''""" ��
Title: '',Authptzed.Signatory
STATE OF ILLINOIS )
SS
COUNTY OF COOK
I, CZcA___1 , a Notary Public in and for the County and State
aforesaid, do herebj certify that Richard J. Sciortino, as Authorized Signatory of Highlander
Phase V Manager, LLC, a Nebraska limited liability company, which is the managing member of
Highlander Phase V, LLC, a Nebraska limited liability company, personally known to me to be the
same person whose name is subscribed to the foregoing instrument as such Authorized
Signatory, appeared before me in person and acknowledged that he signed and delivered the
said instrument as his own free and voluntary act, and as the free and voluntary act of such
corporation on behalf of such limited liability companies, for the uses and purposes therein set
forth.
Given under my hand and notarial seal thi day of -.)\ , 2023.
WV
��:•` �"'ra�, SALLY LEWINSKI
OFFICIAL SEAL"Notary Public,State of Illinois
My Commission Expires
January 27, 2024
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EXHIBIT "A"
Project Site Plan—see following page(s)
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EXHIBIT "B"
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
$501,775.00 , 20_
FOR VALUE RECEIVED, the undersigned, City of Omaha (hereinafter known as
"Borrower"), promises to pay Highlander Phase V, LLC, 1603 Orrington Ave., Suite 450,
Evanston, IL 60201, Attention: Richard J. Sciortino ("Holder"), and/or its assigns, the principal
sum of Five Hundred One Thousand Seven Hundred Seventy Five and No/100 Dollars
($501,775.00), together with interest thereon at the rate of 5.52% per annum beginning two years
from January 1st of the year ad valorem real estate taxes levied upon the Redevelopment Site are
divided in accordance with Section 1.5 of the Redevelopment Agreement until paid in full. The
principal balance and interest thereon shall be due and payable to the Holder of this
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 , 20_, by and between the Borrower and the Holder (the
"Redevelopment Agreement") are collected by the Borrower and available for the retirement of
this debt.
In the event of default under this Redevelopment Promissory Note, all sums secured by
this Redevelopment Promissory Note or any other agreement securing this Redevelopment
Promissory Note shall bear interest at a rate equal to five percent (5%) above the prime rate as
published by the Wall Street Journal 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.
The Borrower may prepay the principal amount outstanding in whole or in part, without
penalty or 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 after all excess ad valorem taxes generated
by the Redevelopment Project, as set forth in the Redevelopment Agreement, have been
collected by the Borrower and paid, immediately upon being available, towards the retirement of
the amounts due hereunder, then the Holder shall waive any unpaid portion of the principal and
interest due.
In the event this Redevelopment Promissory 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.
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The Borrower shall be in default in the event the Borrower shall fail to pay, when due, any
amount required hereunder.
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 Omaha Date
ATTEST: APPROVED AS TO FORM:
City Clerk of the City of Omaha Date Assistant City Attorney Date
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EXHIBIT "C"
Legal Description of Redevelopment Site—see following page(s)
LEGAL DESCRIPTION'
DAVIS RIDGE AT HIGHLANDER, LOT 1, A REPLAT OF OUT LOT B, HIGHLANDER 75 NORTH, A
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EXHIBIT"D"
EQUAL EMPLOYMENT OPPORTUNITY CLAUSE
•
During the performance of this Agreement, "Provider"agrees as follows:
(1) Provider shall not discriminate against any employee or applicant for employment
because of race,religion, color, sex, age, sexual orientation, gender identity, disability or national
origin. Provider shall ensure that applicants are employed and that employees are treated during
employment without regard to their race, religion, color, sex, sexual orientation, gender identity,
or national origin. As used herein, the word "treated" shall mean and include, without limitation,
the following: recruited, whether by advertising or by other means; compensated; selected for
training,including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid
off; and terminated. Provider 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) Provider shall, in all solicitations or advertisements for employees placed by or on behalf
of Provider, state that all qualified applicants will receive consideration for employment without
•
regard to race, religion, color, sex, sexual orientation, gender identity, or national origin, age,
disability.
(3) Provider shall send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding a notice advising the labor
union or worker's representative of Provider'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) Provider shall furnish to the City 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
City Contract Compliance Officer shall be those which are related to Paragraphs (1) through (7)
of this Exhibit and only after reasonable advance written notice is given to Provider. The
purpose for this provision is to provide for investigation to ascertain compliance with the
program provided for herein.
(5) Provider shall take such actions as the City may reasonably direct as a means of
enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions
for noncompliance; however, in the event Provider 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, Provider or the City may request the United
States to enter into such litigation to protect the interests of the United States.
(6) Provider shall file, if any, compliance reports with Provider 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 City Contract Compliance Officer.
Compliance reports filed at such times as directed shall contain information as to the
employment practices,policies,programs and statistics of Provider.
(7) u The
Provider
y de shall include the provisions of Paragraphs (1) through (7) of this Section
q Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase
order so that such provisions will be binding upon each sub-Provider or vendor.
EXHIBIT "E"
TIF Eligible Expenses Highlander V Davis Ridge
TIF Eligible Costs Amount
Grading $ 384,100
Public Improvements $ 31,839
Surveying $ 20,000
Appraisals $ 5,000
Engineering and Architectural Fees (related to pre-development) $ 580,675
Market Studies $ 7,500
Geotech Report $ 45,000
Environmental Studies (Phase I, Phase II, Environmental Assessment) $ 15,000
Subtotal $ 1,089,141
TIF Fees $ 3,527
Total TIF Eligible Costs $ 1,092,668
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
$501,775.00 �(�?1;�� OD , 20 2_)
FOR VALUE RECEIVED, the undersigned, City of Omaha (hereinafter known as
"Borrower"), promises to pay Highlander Phase V, LLC, 1603 Orrington Ave., Suite 450,
Evanston, IL 60201, Attention: Richard J. Sciortino ("Holder"), and/or its assigns, the principal
sum of Five Hundred One Thousand Seven Hundred Seventy Five and No/100 Dollars
($501,775.00), together with interest thereon at the rate of 5.52% per annum beginning two years
from January 1st of the year ad valorem real estate taxes levied upon the Redevelopment Site are
divided in accordance with Section 1.5 of the Redevelopment Agreement until paid in full. The
principal balance and interest thereon shall be due and payable to the Holder of this
Redevelopment Promissory Note as and at such time as any excess ad valorem taxes generated
by thq Redevelop ent Project as set forth in that certain Redevelopment Agreement dated the
C 1 day of A/ ; , 20 2_5 by and between the Borrower and the Holder (the
"Redevelopment Agr ment") are collected by the Borrower and available for the retirement of
this debt.
In the event of default under this Redevelopment Promissory Note, all sums secured by
this Redevelopment Promissory Note or any other agreement securing this Redevelopment
Promissory Note shall bear interest at a rate equal to five percent (5%) above the prime rate as
published by the Wall Street Journal 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.
The Borrower may prepay the principal amount outstanding in whole or in part, without
penalty or 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 after all excess ad valorem taxes generated
by the Redevelopment Project, as set forth in the Redevelopment Agreement, have been
collected by the Borrower and paid, immediately upon being available, towards the retirement of
the amounts due hereunder, then the Holder shall waive any unpaid portion of the principal and
interest due.
In the event this Redevelopment Promissory 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.
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The Borrower shall be in default in the event the Borrower shall fail to pay, when due, any
amount required hereunder.
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
B � 7 13
Mayor of the City of Omaha Date
ATTEST: APPRO S TO FORM:
011 y
City Clerk of the Cit f Omaha Date Assistant City Attorney Date
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