Loading...
ORD 33525 - 1115 Harney LP redevelopment and TIF loan agmt March 14, 1995 Df ,3-5- 0N1AHA,^,ze ` 4,0 ' R _ y $46- �W; Honorable President e nt f f•Ar o.- ?, ...4-, : and Members of the City Council, _ -paO-t'1'tD FEB0) . ,. . . City of Omaha The attached proposed Ordinance implements the 1115 Harney Limited Planning Department Partnership Redevelopment Plan as approved by the Omaha City Council on Omaha/Douglas Civic Center November 22, 1994. The Plan proposed the renovation of the historic George H. 1819 Farnam Street,Suite 1100 Lee Building into 20 one-bedroom apartments and the conversion of the ground Omaha,Nebraska 02)444-5200 floor of approximately sq. ft. into commercial use. The total financingof (402)444-5200 pP Y 4,200 (402)444-5150 the $1,527,000 project consists of $181,500 of Tax Increment Financing, Telefax(402)444-6140 $150,000 of previous approved HOME financing, equity of $633,000 and bank Gary L Pryor financing of$562,000. The TIF financing will be repaid in approximately 121/2 Director years through the increase in ad valorem taxes. Your favorable consideration of this Redevelopment Agreement, which implements the Redevelopment Plan as approved by the Planning Board and City Council, is requested. Respectfully requested, - Approved: 06/...2.--m_e--. ,;,?/: 721,--z--,-4.--)/ Gay r kp Diane L. Thomas Planning Director Human Relations Director Approved: Approved as to Funding: . .1/..1,A (Kaki" l e DeSelm William Miskell i, „� Public Works Director Finance Director !�'� Referred to the City Council for Cons' ation: Ma ors Office/Title P:\PLN\1007.SKZ • ORDINANCE NO. 3,3 SS AN ORDINANCE approving a redevelopment and tax increment financing loan agreement with the 1115 Harney Limited Partnership, 11605 Miracle Hills Drive, Suite 205, Omaha,Nebraska 68154, 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 1115 Harney Limited Partnership, 11605 Miracle Hills Drive, Suite 205, Omaha,Nebraska 68154; 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 COUNCILMEMBER 71:1740' lf Ai ' � VED BY- if MAYOR OF THE CITY OF A A PASSED APR -4 1995 ATTEST: CITY CL OFT CITY OF O HA APPROVED AS TO FORM: ASSISTANT CIT TO : EY P:\PLN\0998.SKZ 1 REDEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and between the City of Omaha, a Nebraska Municipal Corporation in Douglas County,Nebraska, and 1115 Harney Limited Partnership. RECITALS: WHEREAS, on November 22, 1994, the City Council of the City of Omaha approved the 1115 Harney Limited Partnership Redevelopment Plan which provided for the renovation of 1115 Harney-the historic "George H. Lee Building", into 20 apartments and 4,200 sq. ft. of ground floor commercial space, 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 1115 Harney Limited Partnership. 1.3 "Director" shall mean the Director of the City of Omaha Planning Department. 1.4 "Redevelopment Project" shall mean rehabilitation of the Redevelopment Site through construction of 20 one-bedroom apartments and 4,200 sq. ft. of commercial space as shown on Site Plan as Exhibit "A". • 1.5 "Redevelopment Site" shall mean the area legally described on Exhibit "B", attached hereto. 1.6 "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 renovation costs up to the sum of$181,500.00. 2.3 Pay debt retirement interest from the TIF tax proceeds. Interest on monies in the special fund shall accrue first to debt retirement interest and then to principal. 2.4 Ensure that prior to expenditure or disbursement of Redevelopment Loan proceeds, the following shall be obtained, to wit: 2.4.1 Developer shall provide the Director with evidence, acceptable to the Director, that the private funds have been irrevocably committed to the Redevelopment Project in the amount sufficient to complete the redevelopment project. 2.4.2 Developer shall provide evidence of,and maintain,adequate performance and labor materials bonds during the period of construction of the project. The City shall be specified as a co-obligee. 2.5 Establish a special fund under Section 18-2147 of the Nebraska Revised Statutes for the purpose of collecting the excess ad valorem taxes generated by the Redevelopment Project. Monies collected and held in the special fund shall be used for no purpose other than to repay the Redevelopment Loan. SECTION 3. OBLIGATIONS OF THE DEVELOPER - 2 - The Developer shall: 3.1 Complete the Redevelopment Project on or before January 1, 1996, creating a real property taxable base by reason of such construction of at least$1,093,000.00. 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$181,500.00 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 any TIF Funds are outstanding, (1) not protest a real estate improvement valuation on the Redevelopment Site of$255,000.00 or less prior to and during construction; and $1,093,000.00 or less after substantial completion or occupancy of the apartments/commercial space; (2) not convey the Redevelopment Site or structures thereon to any entity which would be exempt from the payment of real estate taxes or cause the nonpayment of such real estate taxes; (3) not apply to the Douglas County Assessor for the structures, or any portion thereof, to be taxed separately from the underlying land of the Redevelopment Site; (4) maintain - 3 - • 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 outstanding amount 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 Exhibit "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, director 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 In further consideration of the mutual covenants herein contained,the parties hereto expressly agree that for the purposes of notice, including legal service of process, during the term of this Contract and for the period of any applicable statute of limitations thereafter, the following named individuals shall be the authorized representatives of the parties: (1) City of Omaha: Gary L. Pryor, Director Legal Service City Planning Department c/o City Clerk Omaha/Douglas Civic Center Omaha/Douglas Civic Center 1819 Farnam Street 1819 Farnam Street Omaha,NE 68183 Omaha,NE 68183 - 5 - c (2) Developer: 1115 Harney Limited Partnership 11605 Miracle Hills Drive, Suite 205 Omaha,NE 68154 Either party may designate additional representatives or substitute representatives by giving written notice thereof to the designated representative of the other party. Executed thiscn day of g, , 19K ATTEST: I OF O ' A: Y CL OFT ITY OF OMAHA MAYOR OF THE CITY OF cc55 A ecuted this 6- day of , 19 q DEVELOPER: 1115 HARNEY LIMITED PARTNERSHIP By STATE OF NEBRASKA ) )ss. COUNTY OF DOUGLAS ) The ;foregoing Redevelopment Agreement was acknowledged before me this day of 'h � , 1995 by i 0V\14 B n j 1'YSt - , of 1115 Harney Limited Partnership on behalf of said partnership. ota Public, State of Nebraska My commission expires on I0-21Q'81 APPROVED S TO ORM: GENERAL NOTARY-State 61 Niraska ELIZABETH M.GRIMES ASSISTANT ATTO EY AT? My Comm. Exp.Oct.26, 1997 T:\0999.SKZ ila Exhibit " A " 1115 HARNEY LIMITED PARTNERSHIP 1. 1115 HARNEY REDEVELOPMENT PLAN .- , . !. -ram• '��'' �a\�\ \` _ ? •'_ • k-• _ 1' 9+ „� • -va -'yam.:: . !�/-zCc- T '�+?i ce-��_+�� . ' u Aiwa'-` � "-.am- .;�--�� - • ter • . .- .. . I i._ ' - _ ��__., t„ •_ - _`.P:. �./ , 't a� `=i - .cam:_ • '•G... �� .� .• • "�.:.TY�. \ •. •• 'ti } ". - :X��Win.-,�_ _ _ ?;.'ice-" + ... =_. • _ -.... • NIP IBC- - 7. _ ' . - '+ •- - ::..:Nr� :gym-'.-r::,�__ -� _ -���.c,.- _�x� -•-�.-_ . .:, _''�'. .: w ,4 _ _•3, 7 ;77 r_ r- -- ems— —: :_/_lu =--= - _ ' tom: •=,> :re:; • OMAHA, NEBRASKA NOVEMBER, 1994 -11110r it li 1115 HARNEY REDEVELOPMENT PLAN i 0 ES o 5-.. = o II . . ' aff r-'E: 3m*- ;77 ' X 1 o ca ri- . no LA 0a r__________F-1.---- c Li E--(,. ._.„. .. iiauiEI .1.2 r164 - K, n .. .a a r_ - MI 1_ 1muu..a. �,.� 1 OIllhn n S 0I I J • _ ._._J l .:'i. -2.- . .150; . 1 BASEMENT LEVEL FLOOR PLAN , . . . . , • , . . • . , . . . . . .. . . . . . . .. . 1115 HARNEY REDEVELOPMENT PLAN LOAM*OW< . LJ , 0 . 0 ° 0 0 0 ) = ( ) ,..., AE:55 _._. _ AE: Ci4 alp* 44. CC Aatgb, , 1:1).. .2111 11 Q MEMNI poi 0 L. I I.. o .19. w= 1 --q> 7. -1 if-t- =-,---0'1 rej , Ir2111F ° caf PF] 1 Rd 0 0 : ?c Eat g 0 . 71} . , r _....' '1 ,.. ..,.., fiAt j . ,...... _...,c . > Ek' • : . n o no. Ill: ..4! kl —'iOhl :. I ...‘-- •i ' • L-410 lt o liceiLtau. 0 , - WI All 1111 MIMI .. MINIMUM.- P-4 i•0' „„As& 0 cfkaN2 IW.f1,-, II 0 ( ) ( ) I %.-./,..., • ' _ \_iiiiiw • E oq !Eli N_ ii - , 1...- — — — ,. i "UP 9 MAN LEVEL FLOOR PLAN CD n SECOND LEVEL FLOOR PLAN co °m's WALES I/tb'• I'-0" w° SOALE. IA6 • I'-0' FLOOR TO C.E1LINO.r3,1° GI EX B EXHIBIT ' LEGAL DESCRIPTION: LOT 1 , BLAZEK'S ADDITION •BEING A REPLATTING OF THE WEST 2/3 OF LOT 3, BLOCK 151 , ORIGINAL CITY OF ; OMAHA, AN ADDITION TO THE CITY OF OMAHA, AS SURVEYED, LITHOGRAPHED, AND RECORDED, IN DOUGLAS COUNTY, NEBRASKA. • • 1115 HARNEY REDEVELOPMENT PLAN T.I.F. LEGAL DESCRIPTION PROJECT SITE I I � 11 \1, i I I 6 •R ,I • GG P . . 1 O6 'P I GGi° J I. k T • • iw*/-1' ";. orsoreft,ava ma 1 \(\!\kk' . . ,e,z 1 , . I •••••••_•••••••••.................... .......... ..........„............... •••••••.•....••••••••............,..... •••••••.••••••••••• ................. • k I. :\ ,k Ik I ‘‘t, lignino . . k n n I mai glinniniiitilliii‘ * q D Q U I • 0 i .g mi O(llimowcii i Ars . /oe, ',e/x/ if . �' CLARENCE % .,`` =1.1Y1' i_C1t..LL.'LEICA1L' G. t ROGER >'' t r....u• .,ray 11.10 t i; q••NIYrYi0,1lr1110 ef!'MIMI a.0 all 01 atl . tnp-PI ad, i CARRELL ' • EIIY �, �71t `306 . �. Lard Survevw 1 �.,� 1 11 • .l ; _...1! L I EAr j'I . . .. 'T1FICAI14N 'i' :'"' '"c.ndr ti.., • ‘r o.ip.u.d tales due or dallnqu.nl*paint!the property as dearxL.d In 1118 • EXHIBIT "C" THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE " '33 ACT")AND MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE '33 ACT SHALL BE IN EFFECT WITH RESPECT THERETO AND THERE SHALL HAVE BEEN COMPLIANCE WITH THE '33 ACT AND ALL APPLICABLE RULES AND REGULATIONS THEREUNDER, OR THERE SHALL HAVE BEEN DELIVERED TO THE CITY OF OMAHA PRIOR TO TRANSFER, ASSIGNMENT,SALE OR HYPOTHECATION AN OPINION OF COUNSEL,SATISFACTORY TO THE CITY OF OMAHA TO THE EFFECT THAT REGISTRATION UNDER THE '33 ACT IS NOT REQUIRED. REDEVELOPMENT PROMISSORY NOTE $181,500 , 19 FOR VALUE RECEIVED, the Undersigned, Borrower, promises to pay 1115 Harney Limited Partnership, 11605 Miracle Hills Drive, Omaha,NE 68154, Holder, and/or its assigns, the principal sum of One Hundred Eighty One Thousand Five Hundred Dollars ($181,500.00),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 `/Y4 day of /4°/-- / , 19 ys by and between the City of Omaha,Borrower, and the Holder, (the "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 American National Bank, 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. a 1pYS\i/ 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 this 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 setoff 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: `Ai ". / 7- 0• he City of Omaha y_ ATTEST: APPROVED AS TO FORM: City Clerk of the City of Omaha ity Attorney P: LN\0394.SAP C 0 py EXHIBIT "D" EQUAL EMPLOYMENT OPPORTUNITY CLAUSE During the performance of this Contract, the Contractor agrees as follows: (1) The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin. 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. 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. 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 or national origin. (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 Omaha Municipal Code 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 to the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in t e 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 is 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 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 Omaha Municipal Code Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. 5930t • • • -2- SECURITY AND PLEDGE AGREEMENT THIS SECURITY AND PLEDGE AGREEMENT made and entered into this day of May, 1995, by and between CITY OF OMAHA, a municipal corporation ("Pledgor") , and DOUGLAS COUNTY BANK & TRUST CO. , whose mailing address is 6015 N.W. Radial Hwy. , Omaha, NE 68104 (the "Pledgee") . SECTION 1 - RECITALS; DEFINITIONS. 1.1 1115 Harney L.P. , a Nebraska Limited Partnership, a/k/a 1115 Harney Limited Partnership ("Developer") , has entered into an Agreement with the City of Omaha, Nebraska, Providing for the redevelopment of the George H. Lee Building located at 1115 Harney Street, Omaha, Nebraska (the "Project") , legally described on Exhibit "A" attached hereto and by this reference incorporated herein. 1.2 The Project constitutes a "Redevelopment Project" within the meaning of § 18-2103 (12) of the Nebraska Community Development Law (the "Act") . 1.3 The City Council of the City of Omaha constitutes the "Authority" within the meaning of518-2103 (1) of the Act. 1.4 Pursuant to the Act, Pledgor adopted a Redevelopment Plan, called the 1115 Harney Limited Partnership Redevelopment Plan" , with respect to the Project on the 22nd day of November, 1994 (the "Plan") . 1.5 Pursuant to g18-2147 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 for each year by or for each such public body upon the Redevelopment Project valuation (the "Redevelopment Project Valuation") , as determined in Section 1.8 hereof, shall be paid into the funds of each such public body in the same proportion as are all other taxes collected by or for the body; and (b) That portion of the ad valorem tax on real property, in the Redevelopment Project in the excess of such amount, if any, shall be allocated to and, when collected, paid into a special fund of the authority to pay the principal of, the interest on, and any premiums due in connection with the bonds 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. 33525 approving the Redevelopment Agreement was passed April 4, 1995, by the City Council of the City of Omaha and approved by the Mayor of the City of Omaha on April 6, 1995. 1.7 Pursuant to518-2148 of the Act, the County Assessor of Douglas County, Nebraska has transmitted to Omaha Redevelopment Authority the Redevelopment Project Valuation of the Project (referred to as the "Base Redevelopment Valuation") by letter dated April 4, 1995, in which the same was determined to be $69,000.00 a copy of which letter is attached hereto, marked Exhibit "B" and by this reference incorporated herein. The Redevelopment Agreement anticipates creating a real property taxable base of $1,093,000.00. 1.8 Pursuant to g18-2147 (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 Treasurer 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 will advance to Pledgor, on behalf of Developer, the sum of One Hundred Eighty-One. Thousand Five Hundred Dollars ($181,500) (the "TIF Funds") , pursuant to a $181,500 Promissory Note (the "Promissory Note") dated of even date herewith and made, executed and delivered by Developer to Pledgee. The TIF Funds will be disbursed directly by the Pledgee to Developer, as an offset, as provided in Section 3 .3 of the Redevelopment Agreement. 1.10 Pursuant to g18-2147 (2) of the Act and the Redevelopment Agreement between Pledgor and Developer, executed by Pledgor on February 23, 1995, Pledgor executed and delivered to Developer, Pledgor's $181,500.00 Redevelopment Promissory Note, dated , 1995 (the "Redevelopment Promissory Note") , and , pursuant to the Redevelopment Agreement between Pledgor and Developer, Pledgor agreed to pay to Developer the Annual Tax Increment Receipts to amortize the Redevelopment Promissory Note. However, Pledgor acknowledges that the Annual Tax Increment Receipts are to be paid to Pledgee, on account of the Assignment above described. 1.11 Pursuant to 518-2150 of the Act, Pledgor is authorized to Pledge the Annual Tax Increment Receipts as security for repayment of the Redevelopment Promissory Note. 1.12 Developer has agreed to pledge to pledgee the Redevelopment Promissory Note and the proceeds thereof to repay Pledgee the principal and interest now or hereafter due under the Promissory Note. 1 .13 As a condition to the advancing of the funds under the 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 Tax Increment Period, all in accordance with the Plan and Act. 1.14 Pledgor has agreed to pledge the Redevelopment Promissory Note and the proceeds thereof, being the Annual Tax Increment Receipts directly to Pledgee as additional collateral for the 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: SECTION 2 - PLEDGE AND SECURITY INTEREST. Pledgor hereby grants to Pledgee a pledge of, and security interest in, all sums due under the Redevelopment Promissory Note and received by it representing the Annual Tax Increment Receipts, as collateral security 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. Pledgor 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 payments 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 Developer and Pledgee. 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. SECTION 5 - LIMITED OBLIGATION AND DUTY OF PLEDGOR; DISCLAIMER. Pledgor is not a party to, and is 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 e 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, the Developer, or their respective successors and 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 purpose 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 Developer. 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. SECTION 12 - NOTICES. All notices or other communications required or permitted hereunder shall 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 Director City of Omaha Suite 1111 Omaha/Douglas Civic Center 1819 Farnam Street Omaha, NE 68183-0111 With a copy to: Kenneth Bunger, Esq. City Attorney City of Omaha Suite 804 Omaha/Douglas Civic Center 1819 Farnam Street Omaha, NE 68183 If to Pledgee: Douglas County Bank & Trust Co. Attn: Tim Friesen Vice President Commercial Real Estate 6015 N.W. Radial Hwy. Omaha, NE 68114 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. CITY OF 0 '• , a ebraska Municipal Corpor,F j on, P1 or By 0011-- al Daub, Mayor ATTEST: Z(; APPROVED TO SIM. ity A o DOUGLAS COUNTY BANK & TRUST CO. PLEDGEE BY ITS DEVELOPER: 1115 HARNEY L.P. , A NEBRASKA LIMITED PARTNERSHIP BY: 1115 HARNEY CORP, A NEBRASKA CORP. , GENERAL PARTNER BY: JOHN M. BLAZEK, PRESIDENT I CO -n rA-i •• V ❑ Orr-CDw 0 N M CO 1-4 r ^ m Pr a 9 R wm n m r _n m ,. .11�0 -. wZ 'T1 �' o. m '3. y iv t].0 0.H gi. c �9U1 C7"i1 c Z • G O a• ® I M'd7 'd n n ZZCO cr) r• 9 w " x to x P m •4�\ n ^ ° q• Zi 0 r 1••r H Z co9 Z O H V o CD 1-1 CD O m 0 ODH� m - , • m a el Ry MCO ((D 2 CO " n' � m 0.V wm ° wHN _n M n• c• £ vm (oD ;ort n �' 2. n a, 9.z O - �.▪ e_ = P .0 • 1-."07,! 2 3 a p - < y $ av _•-a. • 3 c a o m � as N w nOn^ `� O.Z 7 7 CD rr G . 01f , : � .IC 7 a▪ ,e'� �. c '-C K •d m i 3a n n A - :. Am0 A 3 O 0 e- - r5'0 m i � w e _ d 3'el 2v n rr >v � •0 In y r cnA Arm w odS D S rE m •i S ' ,0 n DD 0. -n el S g � m c0 o9 �� C E• E _ ; m • Z5 a aw - o v.zi� m ;cr PI C • • to .a rn \ e ' - rt m p £ a o ` • n w 2 0 ?coO N W ttal O �i i • ^ o � Z m�o V .. > > ^ A0Ny aH ��\ ? m w F+O �Vmw ODH K cra Z _ • A q yoaDam - M\rer.. Vt Z •0-c° 8 ^ o A �w tto� • �' a ^e i 0 £ m ^ 0-r•c0D 0 VFi 1-3 as Mg, r 9 a 0 P w t-••5 so cCi� a o. D H to „ a = Vtm 0 0 H g nElt m • A �CxrtM A 2 ao' 3 O .—Y� 0 H 9 3_ f*1 C O rt C H Z t f `•° o.m rr (Hi+ i -4 Z to D m0 I1 A n oa 0 V m -e X H y _ +' yg C • O o ne i �A rC ° p0 ill 30 r"a' 21 t a. °• r 5' 3 e7e 4111 A am t7 m w t 1 CO el f® r 1,-- 12 4 i \ r� a er= 0 Ici,\KN\ ;P ..:.i ...L P P P N rh 8 GI 8 O H� \�l • = CD r-h n I-y n P 0 P1 n H Cu V‘� C2. m °, � {» N m ) t� o \ vU',°`' o � o H. �1d ' V i-rf' 1 't C.' ND (D 0 1-'at? cl- I-1 (.A) ‘sq 1 j CA � n N•� c p - , \ o o � aPC I � o b om F °� su I 1 _...;� �';, I-n li o m , ' -IN (DH) m o n FP 1 CO L.. C td FS W N —1 C.• � .,3::2:: CO ``.ti W h0 A) H. (CD CD • Cfl C 1 ) W >C h� H. N C -< d t O`tC hh N o 5 'mod Oil !: : : Q N c+ R RETURN FROM pFFICE t nlx>,£.M2 .lg.a, to -4■z z»s ��t1317,p, # )¥A`&'*a` ° »&§•a: !» °,;■§;§§;» ;oo7m: o; zz o. • .z MmmE nziE �c g■ ; o!)! $! , o § c§»--, ooE&fi$/:�(,�,H I0 . 2§ 'ate' §§m 95 APR -7 AN 9: 59 »� ;z ¢�' , #z;z ` i§; ■;c _= 7=;z=». » l-,. »-° ■nz •i■z o-- §>rn ragm 50m p:70 m{2 ]-- §o» ..-§ & cM o CITY CLERK < }� E,�\� a =;v -; ® Cm.' ' R H © ! , _ .Bo, §§s M-im.., o,, 4, ,, NE8R4a# . [ .$; ; ;�2@c _.» »■o c-3 - a k3.!} !-Tm-=. § ' ■ oF. ■z \ I%| ; | iG2 ,1 .;� ■$a Z§k b(§ 00 -` +! -/5! ■or .§. <-■ 72 $ \\\\l \}f�k � � �;� f§§ i§ Z§k§) /I�|) m& 4� ■mi ' 1 1 I4 0 27 t S00" 2f 2 - I§P.` - ° & |ai - } ,§izt*f g§$ &\I( = `Rk S§ $ IS , »a!q �I6, xfZ •C z l% W;r1 2# Z�)' &Cf— §! ) I {k Zg , "'