ORD 41909 - Second Amendment to redevelopment agmt with Georgetown Zone 3 LLC •
MOTION BY COUNCILMEMBER
C4A;1044n
I hereby move that the Ordinance appearing as Item No. 1 Jon the July
30, 2019 agenda of the City Council, be amended in the whole by deleting it in its
entirety and substituting in lieu thereof the attached ordinance:
APPROVED AS TO FORM:
—7/Z2_
1'7
ASSIST T CITY ATTORNEY DATE
ORDINANCE NO. -I I V
AN ORDINANCE approving a Second Amendment to the Redevelopment Agreement between
the City of Omaha and Georgetown Zone 3, LLC a Nebraska limited liability company,
• company ("Owner") to remove an approximately 0.18 acre parcel from the approved
Redevelopment Plan area, legally described as Lot 4, Aksarben Village Replat 6 and
commonly known as 2210 South 64th Avenue with a current legal description of Aksarben
Village Replat 18, Lots 1-8, to allow the 'parcel to be part of a the 64 AVE Aksarben
Village Tax Increment Financing (TIF) Redevelopment Project Plan and Agreement; the
remaining development property is legally described as Lot 6, Aksarben Village, as
surveyed, platted and recorded in Douglas County, Nebraska, including any adjacent
right of way; all other terms and conditions contained in the Redevelopment Agreement
not amended hereby, shall remain in full force and effect; 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 Second Amendment to a Tax Increment Financing Redevelopment Loan Agreement
between the City of Omaha and Georgetown Zone 3, LLC, a Nebraska limited liability company,
approved by Ordinance No. 40100 on September 9, 2014, and as administratively amended on
November 3, 2016, to remove an approximately 0.18 acre parcel from the Redevelopment Plan
Area, legally described in the attached agreement as Lot 4, Aksarben Village Replat 6 and
commonly known as 2210 South 64th Avenue and now legally described as Aksarben Village
Replat 18, Lots 1-8, resulting in a revised Redevelopment Plan Area legally described as Lot 6,
Aksarben Village, as surveyed, platted and recorded in Douglas County, Nebraska, including
any adjacent right of way.
Section 2. The Mayor is hereby authorized to execute, and the City Clerk to attest, any
other documents in connection with the Amended Redevelopment Agreement necessary or
Ordinance No. 14/ 6/04
appropriate to consummate the loan, including any other documents in connection with the
Amended Redevelopment Agreement that is necessary or appropriate to consummate the loan.
Section 3. 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 4. This Ordinance shall be in full force and take effect fifteen (15) days from and
after the date of its passage.
INTRODUCED BY COUNCILMEMBER
CIA:1:4244n gAA611*** APPROVED BY:
3 ti
PASSED JUL 3 0 2019 1 MAYOR OF HE CI OF OMAHA D TE
ACTING
ATTEST:
� a
upor
ITY CLER THE CITY OF OMA A ATE
APPROVED AS TO FORM:
/2.Lb,
ASSI NT CIT A ORNEY DATE
2812 rmf
2
O4rui/ din tat.
46(taiti
ORDINANCE NO.
AN ORDINANCE approving a Second Amendment to the Redevelopment Agreement between
the City of Omaha and Georgetown Zone 3, LLC a Nebraska limited liability company,
company ("Owner") to remove an approximately 0.18 acre parcel from the approved
Redevelopment Plan area, legally described as Lot 4, Aksarben Village Replat 6 and
commonly known as 2210 South 64th Street with a current legal description of Aksarben •
Village Replat 18, Lots 1-8, to allow the parcel to be part of a the 64 AVE Aksarben
Village Tax Increment Financing (TIF) Redevelopment Project Plan and Agreement; the
remaining development property is legally described as Lot 6, Aksarben Village, as
surveyed, platted and recorded in Douglas County, Nebraska, including any adjacent
right of way; all other terms and conditions contained in the Redevelopment Agreement
not amended hereby, shall remain in full force and effect; 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
a
attached Second Amendment to a Tax Increment Financing Redevelopment Loan Agreement
between the City of Omaha and Georgetown Zone 3, LLC, a Nebraska limited liability company,
approved by Ordinance No. 40100 on September 9, 2014, and as administratively amended on
November 3, 2016, to remove an approximately 0.18 acre parcel from the Redevelopment Plan
Area, legally described in the attached agreement as Lot 4, Aksarben Village Replat 6 and
commonly known as 2210 South 64th Street and now legally described as Aksarben Village Replat
18, Lots 1-8, resulting in a revised Redevelopment Plan Area legally described as Lot 6,
Aksarben Village, as surveyed, platted and recorded in Douglas County, Nebraska, including
any adjacent right of way.
Section 2. The Mayor is hereby authorized to execute, and the City Clerk to attest, any
other documents in connection with the Amended Redevelopment Agreement necessary or
Ordinance No.
appropriate to consummate the loan, including any other documents in connection with the
Amended Redevelopment Agreement that is necessary or appropriate to consummate the loan.
Section 3. 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 4. 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:
MAYOR OF THE CITY OF OMAHA DATE
PASSED
ATTEST:
CITY CLERK OF THE CITY OF OMAHA DATE
APPROVED AS TO FORM:
C�/2 s/ig
AS NT CITY ORNEY DATE
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2
SECOND AMENDMENT TO REDEVELOPMENT AGREEMENT
This Second Amendment to Redevelopment Agreement (the "Amendment") is entered
into by and between the City Of Omaha, a Nebraska municipal corporation in Douglas County,
Nebraska (the "City"), and Georgetown Zone 3, LLC, a Nebraska limited liability company (the
"Owner").
' RECITALS
• WHEREAS, the City and Alchemy Development, LLC entered into a Redevelopment
Agreement, dated September 11, 2014 (the "Redevelopment Agreement") approved by the City
Council of the City of Omaha by Ordinance No.40100 on September 9, 2014,and administratively
amended on November 3, 2016 to change the project completion date, which Redevelopment
Agreement authorized up to $663,535.00, plus accrued interest, in Tax Increment Financing
("TIF") in connection with the redevelopment of Lot 6, Aksarben Village and Lot 4, Aksarben
Village Replat 6, located at South 64th Avenue and Frances Street, as more particularly described
in the Redevelopment Agreement(the "Redevelopment Site").
WHEREAS, the Redevelopment Site that is the subject of the Redevelopment Agreement
included an approximate 0.18 acreparcel referred to as Lot 4, Aksarben Village Replat 6, as part
PP 9
of the Redevelopment Site, which is currently legally described as Aksarben Village Replat 18,
Lots 1-8 and commonly known as 2210 South 64th Street("Lot 4").
WHEREAS, on June 4, 2019 by Resolution No. 2019-493, the City Council of the City of
Omaha approved a new The Tax Increment Financing (TIF) Redevelopment Project Plan for Lot
4; and
WHEREAS, on June 4, 2019 by Resolution No. 2019-494, the City Council of the City of
Omaha approved an amendment to the Aksarben Zone 3 Apartments Tax Increment Financing
(TIF) Redevelopment Project Plan to remove Lot 4 and to reduce the maximum allocation of TIF
to $550,000.00, and
1
WHEREAS, the City and Owner desire to put the terms of the Second Amendment to
Redevelopment Agreement in writing.
NOW, THEREFORE, in consideration of the foregoing recitals, the terms, provisions,
agreements and covenants contained in this Amendment and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto and
intending to be legally bound hereby, the parties agree as follows:
1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used herein
will have the same meaning in this Amendment as set forth in the Redevelopment
Agreement.
2. Section 1. Definitions.
a. Section.1.4 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
"Redevelopment Project" shall mean -the development of a vacant lot— Lot 6,
Aksarben Village— into a 45 unit, 4-story multifamily structure with 31 parking stalls
constructed on the ground floor level, as shown on the revised Site Plan attached
hereto as Exhibit "A".
b. Section 1.5 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
"Redevelopment Site" shall mean -the area legally described on the revised Exhibit
"B", attached hereto.
3. Section 2. Obligations of the City.
a. Section 2.1 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
execute and deliver to the Owner the Redevelopment Note in substantially the same
form as the copy attached hereto as Exhibit"C".
b. Section 2.2 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
grant Redevelopment Note proceeds to the Owner in the sum of$550,000.00.
4. Section 3. Obligations of the Owner.
a. Section 3.1 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
2
complete the Redevelopment Project on or before December 31, 2018, creating an
increase in real property taxable base by reason of such construction of at least
$3,343,555.00.
b. Section 3.3 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
loan redevelopment funds to the City in the principal amount of$550,000.00 as set
forth in Section 2.2, which, when combined with other private funds available, will be
sufficient to construct the redevelopment project. The Owner agrees to contribute
$20,000 of the TIF loan proceeds toward the Aksarben Public Improvement Fund,
which funds have been received by the City as of the date of this amended
agreement. 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 sixty(60) days thereafter. At closing, the loan to be
accomplished by this Section and the obligation of the City to use the
Redevelopment Note proceeds for redevelopment purposes under Section 2.2 may
be accomplished by offset so that the Owner retains the 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 Note proceeds.
c. Section 3.5 (1) of the Redevelopment Agreement is hereby deleted in its entirety
and replaced with the following:
(1) not protest a real estate improvement valuation on the Redevelopment Site of
$250,500.00 (base valuation) or less prior to and during construction; and
$3,455,100.00 [$250,500.00 (base valuation) plus$3,204,600.00 (excess
valuation)] or less after substantial completion or occupancy of the Redevelopment
Project.
5. Miscellaneous. All other terms and conditions contained in the previously approved
Redevelopment Agreement, not otherwise noted or changed herein, shall remain
unmodified and in full force and effect.
Executed this day of , 2019.
ATTEST: CITY OF OMAHA:
CITY CLERK OF THE CITY OF OMAHA MAYOR OF THE CITY OF OMAHA
APPROVED AS TO FORM:
ASSI ANT Y A TORNEY
rmf 2812
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Executed this/ day of , 2019.
OWNER:
Georgetown Zone 3, LLC, a Nebraska
limited liability company
By: 9��
Nam : Robe I. H cock, IV
Title: Manager
STATE OF NEBRASKA )
COUNTY OF DOUGLAS ) § GENERAL NOTARY-State of NebrasKd
jjIIB KOREEN M. LUSH
My Comm.Exp.June 3,2021
Robert I. Hancock, IV, Manager, on behalf of Georgetown Zone 3, LLC, acknowledged the
foregoing First Amendment to Redevelopment Agreement before me this day of
, 2019.
Nota blic, State of ebraska
4
EXHIBIT "A"
Project Site Plan —see following page(s)
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SECOND AMENDMENT TO REDEVELOPMENT AGREEMENT
This Second Amendment to Redevelopment Agreement (the "Amendment") is entered
into by and between the City Of Omaha, a Nebraska municipal corporation in Douglas County,
Nebraska (the "City"), and Georgetown Zone 3, LLC, a Nebraska limited liability company (the
"Owner").
RECITALS
WHEREAS, the City and Alchemy Development, LLC entered into a Redevelopment
Agreement, dated September 11, 2014 (the "Redevelopment Agreement") approved by the City
Council of the City of Omaha by Ordinance No.40100 on September 9;2014, and administratively
amended on November 3, 2016 to change the project completion date, which Redevelopment
Agreement authorized up to $663,535.00, plus accrued interest, in Tax Increment Financing
("TIF") in connection with the redevelopment of Lot 6, Aksarben Village and Lot 4, Aksarben
Village Replat 6, located at South 64th Avenue and Frances Street, as more particularly described
in the Redevelopment Agreement (the "Redevelopment Site").
WHEREAS, the Redevelopment Site that is the subject of the Redevelopment Agreement
included an approximate 0.18 acre parcel referred to as Lot 4, Aksarben Village Replat 6, as part
of the Redevelopment Site, which is currently legally described as Aksarben Village Replat 18,
Lots 1-8 and commonly known as 2210 South 64th Avenue ("Lot 4").
WHEREAS, on June 4, 2019 by Resolution No. 2019-493, the City Council of the City of
Omaha approved a new The Tax Increment Financing (TIF) Redevelopment Project Plan for Lot
4; and
WHEREAS, on June 4, 2019 by Resolution No. 2019-494, the City Council of the City of
Omaha approved an amendment to.the Aksarben Zone 3 Apartments Tax Increment Financing
(TIF) Redevelopment Project Plan to remove Lot 4 and to reduce the maximum allocation of TIF
to $550,000.00, and
1
WHEREAS, the City and Owner desire to put the terms of the Second Amendment to
Redevelopment Agreement in writing.
NOW, THEREFORE, in consideration of the foregoing recitals, the terms, provisions,
agreements and covenants contained in this Amendment and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto and
intending to be legally bound hereby, the parties agree as follows:
1. Definitions. Unless otherwise defined in this Amendment, capitalized terms used herein
will have the same meaning in this Amendment as set forth in the Redevelopment
Agreement.
2. Section 1. Definitions.
a. Section 1.4 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
"Redevelopment Project" shall mean -the development of a vacant lot— Lot 6,
Aksarben Village— into a 45 unit, 4-story multifamily structure with 31 parking stalls
constructed on the ground floor level, as shown on the revised Site Plan attached
hereto as Exhibit "A".
b. Section 1.5 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
"Redevelopment Site" shall mean -the area legally described on the revised Exhibit
"B", attached hereto.
3. Section 2. Obligations of the City.
a. Section 2.1 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
execute and deliver to the Owner the Redevelopment Note in substantially the same
form as the copy attached hereto as Exhibit "C".
b. Section 2.2 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
grant Redevelopment Note proceeds to the Owner in the sum of$550,000.00.
4. Section 3. Obligations of the Owner.
a. Section 3.1 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
2
complete the Redevelopment Project on or before December 31, 2018, creating an
increase in real property taxable base by reason of such construction of at least
$3,343,555.00.
b. Section 3.3 of the Redevelopment Agreement is hereby deleted in its entirety and
replaced with the following:
loan redevelopment funds to the City in the principal amount of$550,000.00 as set
forth in Section 2.2, which, when combined with other private funds available, will be
sufficient to construct the redevelopment project. The Owner agrees to contribute
$20,000 of the TIF loan proceeds toward the Aksarben Public Improvement Fund,
which funds have been received by the City as of the date of this amended
agreement. 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 sixty (60) days thereafter. At closing, the loan to be
accomplished by this Section and the obligation of the City to use the
Redevelopment Note proceeds for redevelopment purposes under Section 2.2 may
be accomplished by offset so that the Owner retains the 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 Note proceeds.
., c. Section 3.5 (1) of the Redevelopment Agreement is hereby deleted in its entirety
and replaced with the following:
(1) not protest a real estate improvement valuation on the Redevelopment Site of
$250,500.00 (base valuation) or less prior to and during construction; and
$3,455,100.00 [$250,500.00 (base valuation) plus $3,204,600.00 (excess
valuation)] or less after substantial completion or occupancy of the Redevelopment
Project.
5. Miscellaneous. All other terms and conditions contained in the previously approved
Redevelopment Agreement, not otherwise noted or changed herein, shall remain
unmodified and in full force and effect.
t itth
Executed this Nu'day of 2019.
•
ATTEST: CITY OF OMAHA:
04tb
ITY CLER & SJEIh AYOR OF THE CITY OF OMAH 1
ACTING
IStputAPPROVED TO FORM:
•
ASSI ANT CI A4ORNEY
rmf 2812
3
EXHIBIT "A"
Project Site Plan —see following page(s)
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EXHIBIT B
Legal Description of Redevelopment Site:
Aksarben Village Replat 16, Lot 6
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64TH AVENUE
EDEgGTEO W&1C RIpY AV)
(MW-OF-W.MOTH SURES)
(PAVING MOTH VARIES)
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u i S4TH AVENUE
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EXHIBIT "C"
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "
'33 ACT") AND MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR HYPOTHECATED
UNLESS A REGISTRATION STATEMENT UNDER THE '33 ACT SHALL BE IN EFFECT WITH
RESPECT THERETO AND THERE SHALL HAVE BEEN COMPLIANCE WITH THE '33 ACT
AND ALL APPLICABLE RULES AND REGULATIONS THEREUNDER, OR THERE SHALL
HAVE BEEN DELIVERED TO THE CITY OF OMAHA PRIOR TO TRANSFER, ASSIGNMENT,
SALE OR HYPOTHECATION AN OPINION OF COUNSEL, SATISFACTORY TO THE CITY OF
OMAHA TO THE EFFECT THAT REGISTRATION UNDER THE '33 ACT IS NOT REQUIRED.
REDEVELOPMENT PROMISSORY NOTE
$550,000.00 JL41 7 J , 20J
FOR VALUE RECEIVED, the undersigned, City of Omaha (hereinafter known as
"Borrower"), promises to pay Georgetown Zone 3, LLC, a Nebraska limited liability company, 1925
South 64th Avenue, Omaha, NE 68106, Attn: Bert Hancock, ("Holder"), and/or its assigns, the
principal sum of Five Hundred Fifty Thousand and No/100 Dollars ($550,000.00), together with
interest thereon at the rate of 5.5% 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,ttie Redevelo m nt Project as set forth in that certain
r
Redevelopment Agreement dated the O) day of JWLf , 20 Is�, by and between
the Borrower and the Holder (the "Redevelopment Agree r f nt") 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.
The Borrower shall be in default in the event the Borrower shall fail to pay, when due, any
amount required hereunder.
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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. to4
ACTING yor of the City of O aha D
ATTEST: APPROVED AS TO FORM:
I Pidoifil4.
I �, CityClerk o•t Cityof Omaha ate Assistarft CityAttorneyDate
!►. � ,
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