ORD 41754 - Ashton Building TIF redevelopment agreement QMAHA.NFd
Planning Department
( ' Omaha/Douglas Civic Center
1819 Farnam Street,Suite 1100
z t _ Omaha,Nebraska 68183
o ' :,�+=;.:� =' •=`r�"I (402)444-5150
Asti Cri
Telefax(402)444-6140
2-kb FEW* ri David K.Fanslau
City of Omaha Director
Jean Stothert,Mayor
;av
February 26, 2019
Honorable President
and Members of the City Council,
The attached Ordinance transmits a Tax Increment Financing (TIF) Redevelopment Loan
Agreement between Ashton, LLC and the City of Omaha fora redevelopment project located at
1218 Nicholas Street. The Redevelopment Agreement implements the Ashton Building Tax
Increment Financing (TIF) Redevelopment Project Plan that provides for the renovation of a
187,000 square foot historic building for commercial and office use. The rehabilitation of the
Ashton building will be the initial project in a larger mixed-use development generally referred to
as the Millwork Commons-development.
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The Redevelopment Agreement authorizes the City's participation in the development by
providing up to $6,350,000.00, plus accrued interest, in Tax Increment Financing (TIE) to offset
TIE eligible costs such as acquisition, environmental and geotechnical studies, building
rehabilitation, site work, architectural and engineering fees, and any public improvements as
may.be necessary. The total estimated project costs are $40,000,000.00, but are subject to
change as final costs come in.
Your favorable consideration of this Ordinance will be appreciated.
Respectfully submitted, Referred to City Council for Consideration:
h,r-David K. Fans!a Date Mayor's Office Date
Planning Director �
Approved:
"--41114
1-2
191-411-42-11A 2-/4-fg
Ste,ph.,n B. Curtiss ` )ate Rob rt G. Stubbe, P.E. Date
Finance Director 'L • Public Works Director
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ORDINANCE NO. )751-1.
AN ORDINANCE approving a redevelopment and Tax Increment Financing (TIF)
Redevelopment Agreement between the City of Omaha and Ashton, LLC, a Nebraska
limited liability company, to implement the Ashton Building Tax Increment Financing
(TIF) Redevelopment Project Plan for a redevelopment project site located at 1218
Nicholas Street, which proposes the renovation of a 187,000 square foot historic building
for commercial and office use; the agreement authorizes the use of up to $6,350,000.00,
plus accrued 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 Ashton, LLC, a Nebraska
limited liability company, to authorize the use of up to $6,350,000.00, plus accrued interest, to
offset TIF eligible costs such as acquisition, environmental and geotechnical studies, building
rehabilitation, site work, architectural and engineering fees, and public improvements as
required, for a project with total estimated costs of $40,000,000.00; 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. flt54
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
4Yti " 1/149-- APPROVED BY:
tkAk /it//
PASSED
MAR 1 2 2019 -'3 MAYOR OF THE CITY OF OMAHA DATE
ATTEST:
C Y CLERK F HE CITY OF OMAHA DATE
APPROVED AS TO FORM:
2//2 /i5
owl- CITY TTOR Y DATE
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REDEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between the City of Omaha, a Nebraska
Municipal Corporation in Douglas County, Nebraska, and Ashton, LLC, a Nebraska limited liability
company.
RECITALS:
WHEREAS, on February 26, 2019 by Resolution No. 2019-92,the City Council of the City
of Omaha approved the Ashton Building Tax Increment Financing (TIF) Redevelopment Project
Plan for a redevelopment site located at 1218 Nicholas Street, which proposes the renovation of
a 187,000 square foot historic building for commercial and office use, as shown in Exhibit "A",
which is attached hereto and made a part hereof; and,
WHEREAS, the Ashton Building Tax Increment Financing (TIF) Redevelopment Project
Plan recommends allowing up to $6,350,000.00, plus accrued interest, to offset TIF eligible
expenses, as allowed by the Community Redevelopment Law,for acquisition, environmental and
geotechnical studies, building rehabilitation, site work, architectural and engineering fees, and
public improvements as required, for a project with total estimated costs of$40,000,000.00; 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, and contemplates the use of the excess ad valorem taxes generated by
such development.
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 "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
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become effective. It 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, 2019.
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 Redevelopment Law" shall mean the Community Redevelopment
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.
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 Redevelopment Law and the Notice
to Divide. For purposes of this Agreement, the parties agree the Division Date
shall be January 1, 2020.
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 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 Ashton, LLC.
1.8 "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.
1.9 "Redevelopment Plan" shall mean the Ashton Building Tax Increment Financing
Project Plan approved by the City Council of the City of Omaha on February 26,
2019 by Resolution No. 2019-92.
1.10 "Redevelopment Project"shall mean the Ashton Building Tax Increment Financing
Project Plan, according to the Redevelopment Plan and as shown on the Site Plan
attached hereto as Exhibit"A" and incorporated herein.
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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 $6,350,000.00,
plus accrued interest.
2.3 establish a special fund, as required under Section 18-2147(b) of the Nebraska
Revised Statutes, 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 with evidence, acceptable to the Director,
in their sole discretion,that sufficient private funds have been committed to
complete the Redevelopment Project.
2.4.2 To the extent required by Section 3.7 below, Owner 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 make payments, as required by this Redevelopment Agreement and the
Redevelopment Promissory Note, of the Excess ad valorem Taxes held in the
special fund called for in 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
the fifteen (15) calendar years after 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.
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2.6 grant the entire amount of the Redevelopment Loan proceeds to the Owner for
costs of improving and redeveloping the Redevelopment Site, as allowed by law,
including, but not limited to, those estimated eligible costs set forth on Exhibit"E",
attached hereto, within the Redevelopment Area. Expenses identified on Exhibit
"E" are a reasonably accurate estimate of the eligible expenses for the
Redevelopment Project.
SECTION 3. OBLIGATIONS OF THE OWNER
The Owner shall: •
3.1 complete the Redevelopment Project on or before September 30, 2020.
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$6,350,000.00 plus
accrued 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. Execution and delivery of the Redevelopment Promissory Note shall be
at closing, which shall be as soon as reasonably possible after execution of this
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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 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.
3.3.1 Such loan funds shall be disbursed as provided in Section 2.
3.3.2 Such loan shall bear a 5.17% interest rate.
3.3.3 The principal 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 Plan and Section 18-2147 of the Nebraska
Revised Statutes, 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.
3.4 provide the City with quarterly progress reports during the construction of the
Redevelopment Project and allow the City reasonable access, upon written
request to Owner, to any relevant financial records pertaining to the
Redevelopment Project.
3.5 during the period that the Redevelopment Promissory Note is outstanding:
3.5.1 not protest for a reduction in the real estate improvement valuation on the
Redevelopment Site certified as of January 1, 2019 or less prior to and during
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construction; and not protest for a reduction in the real estate improvement base
valuation on the Redevelopment Site certified as of January 1, 2019 plus
$30,408,000.00 (excess valuation) or less after substantial completion or
occupancy of the Redevelopment Project. The covenant agreed to herein 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 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;
3.5.2 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;
3.5.3 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;
3.5.4 maintain insurance for ninety percent (90%) of the full value of the
structures on the Redevelopment Site;
3.5.5 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
• 3.5.6 cause all real estate taxes and assessments levied on the Redevelopment
Site to be paid prior to the time such become delinquent. In addition, as long as
the Redevelopment Promissory Note remains outstanding, any subsequent owner
of the Redevelopment Site shall cause all real estate taxes and assessments
levied on the Redevelopment Site to be paid prior to delinquency. Provided the
Owner has complied with the notice requirement set forth below, the Owner shall
not be responsible for actions of third parties (which shall expressly exclude any •
affiliates of the Owner or any entity controlled or under common control with the
Owner) if these covenants are breached after any conveyance of the
Redevelopment Site by the Owner to a third party. The Owner acknowledges and
agrees that any portion of the Excess ad valorem Taxes levied in the fifteenth year
under this Redevelopment Agreement that become delinquent shall be forfeited
and returned to the appropriate public bodies.
In the event the Owner, or any subsequent owner, and/or its assigns, 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,
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Nebraska Register of Deeds within sixty (60) days of the execution of this
Redevelopment Agreement. 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.
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 Owner.
3.7 the Owner shall provide the City with a penal bond as may be required by Section
18-2151 of the Community Redevelopment Law. A reasonably sufficient payment
and performance bond from the Owner's general contractor or contractors will
satisfy this requirement.
3.8 install and construct all of the public infrastructure improvements related to the
Ashton Building Tax Increment Financing Project Plan approved by the City
Council of the City of Omaha on February 26, 2019 by Resolution No. 2019-92, in
coordination with the Owner's development team and the City of Omaha Public
Works Department as referenced in the Redevelopment Plan.
SECTION 4. 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.
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4.6 Merger. This Agreement shall not be merged into any other oral or written
Agreement, lease or deed of any type.
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, other than those defined
in §18-2117 of the Community Redevelopment 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, without City Council approval, approve, in writing, 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.
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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:
Ashton, LLC •
do Black Dog Management, LLC
1536 Cuming Street
Omaha NE 68131
Attn: Paul G. Smith
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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 I v ArtiltC1,-t , 20/C.
ATTEST: CITY OF OMAHA:
C Y C ERK 00'E CITY OF OMAHA DATE MAYOR OF THE CITY OF OMAHA DATE
APPROVED AS TO FORM:
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AS TANT CITY A ORNEY DATE
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Executed this) ay of Cribilik-e%AK , 20 ie
OWNER: Ashton, LLC, a Nebraska limited
liability company
By: Black Dog Management, LLC, a
Nebraska limited liability company
Title: Manager
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By: -�
Name: Pau G. Smith
Title: Sole Member
STATE OF NEBRASKA )
)
COUNTY OF ) §
Paul G. Smith, Sole Member of Black Dog Management, LLC, Manager of Asl7t n, LLC,
Vnowledged the foregoing Redevelopment Agreement before me this ' f--ay of
� .P-LA., , 20 l�.
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GENERAL.NOTARY-State of Nebraska
IIN DEENAP.PARRISH Notary Public, State of
My Comm.Exp.August 22,2019
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Exhibit C
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The Ashton Bldg TIF Redevelopment Project Plan
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0 1/2" 1" 2 This map is a user-generated,static output.It is for Douglas County GIS
N 1 : 6,678 reference only. Data on this map may not be
accurate, current, of otherwise reliable. it is for 1819 Farnam St
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0 278 556 1,113 feet I I informational purposes only,and may not be suitable G j$1 Suite 402
for legal,engineering,or surveying purposes Omaha NE,68183
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
$6,350,000.00 ft)ltl'Cfr) J'+ , 20 j !
FOR VALUE RECEIVED, the undersigned, City of Omaha (hereinafter known as
"Borrower"), promises to pay Ashton, LLC, c/o Black Dog Fund I, LLC, 1536 Cuming Street,
Omaha, NE 68131, Attention: Paul G. Smith ("Holder"), and/or its assigns, the principal sum of
Six Million Three Hundred Fifty Thousand and No/100 Dollars ($6,350,000.00), together with
interest thereon at the rate of 5.17% per annum 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 Redevelopm nt ro'ect as set f h in •
that certain Redevelopment Agreement dated the ( day of Miter) , 20 p}, 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
B
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Mayor of the City of Omaha Date
ATTEST: APPROVED AS TO FORM:
City Clerk of th y of Omaha Date Assistant City Date
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Alta Survey
I RIGHT-OF-WAY I
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CORNER ,, ,s,:. 116 FEET VACATED./1,3T,11 STREET 02 11 V *AL Ne
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1218 NICHOLAS STREET
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(CONTAINS 47,422 l
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u..i -1\ 1 24 FEET VACATED 12th STREET .1 illik r Atte I.
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soo.16.23..v.,1 184.54' R&M 1 24 FEET VACATED 12I-11 STREET I 4
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Legal Description
Lots Five (5), Six(6), Seven(7), and Eight(8), in Block Three Hundred Nine (309) in the Original City of
Omaha, in Douglas County,Nebraska;together with the West 24 feet of vacated 12th Street adjacent to said
Lot Eight(8)on the East; and,together with the Fast 16 feet of vacated 13th Street adjacent to said Lot Five
(5)on the West;and,together with the North 38 feet of vacated Nicholas Street adjacent to said Lots Five(5),
Six(6), Seven(7),and Eight(8)and vacated portion of streets on the South;and,together with vacated alley
adjacent to said Lots Five(5),Six(6),Seven(7),and Eight(8)and vacated portion of streets on the North.
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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) The Provider 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 sub-Provider or vendor.
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EXHIBIT"E"
TIF Eligible Expenses—Ashton Building
TIF Eligible Expenses Amount
Building Acquisition• $ 4,500,000
Construction Hard Costs(Building Rehab) $26,027,982
Site Work $ 849,701
TIF Eligible Soft Costs $ 1,825,680
Subtotal $33,203,3 63
TIF Fees $ 46,000
Total TIF Eligible Expenses $33,249,363
ORDINANCE NO. f '.-W
Item Submitted By: Don Seten/Rikki Flott
Department: Planning
Council Meeting Dates:
First Reading: February 26, 2019
Second Reading and Public Hearing: March 5, 2019
Third Reading: March 12, 2019
An ordinance approving a redevelopment and Tax Increment Financing (TIF) Redevelopment
Agreement between the City of Omaha and Ashton, LLC, to implement the Ashton Building Tax
Increment Financing (TIF) Redevelopment Project Plan for a redevelopment project site located
at 1218 Nicholas Street, which proposes the renovation of a 187,000 square foot historic
building for commercial and office use; the agreement authorizes the use of up to
$6,350,000.00, plus accrued interest, in excess ad valorem taxes (TIF) generated by the
development to help fund the cost of the project.
PUBLICATIONS V'q
PUBLICATION OF HEARING: 3 1 19
PUBLICATION OF PASSAGE:
Presented to City Council
March 12, 2019
APPROVED 7-0
eltzabetli Nutley
City Clerk