ORD 38975 Courtland Place No 2 - Phase II TIF AgreementRECEIVED
II MAR -7 AH !Q: 3 6
Planning Department
Omaha/Douglas Civic Center
1819 Farnam Street, Suite 1100
Omaha, Nebraska 68183
(402) 444-5150
Telefax ( 402) 444-6140
City of Omaha
Jim Suttle, Mayor
Honorable President
and Members of the City Council,
March 15, 2011
R. E. Cunningham, RA, F.SAME
Director
The attached Ordinance approves an Amendment to the Courtland Place No. 2 LLC TIF Redevelopment
Agreement between the City of Omaha and Courtland Place No. 2 LLC approved by Ordinance No.
38253 to reduce the number of units from 29 to 13 units, to reduce the original TIF loan amount from
$1,240,000.00 to $476,000.00 and to change the legal description. The area subject to the original
agreement has been divided into two phases. The attached Ordinance also approves the Courtland Place
No. 2, LLC Phase II Tax Increment Financing Redevelopment Agreement between the City of Omaha
and Courtland Place No. 2 LLC to complete the remaining 16 residential units which will be in buildings
16 & 17 located at 1 t" Court and Mayberry Plaza of the SoMa Rowhouse redevelopment project. This
amendment and agreement will complete the original SoMa Rowhouse Redevelopment Project Site near
12 111 and Leavenworth Streets.
The original TIF loan total of $1,240,000.00 for Courtland Place No. 2 LLC Tax Increment Financing
Redevelopment Project Plan will be reduced by the TIF pro rata share associated with buildings 16 & 17,
which is $764,000.00. Total project cost for Courtland Place No. 2 LLC Phase II is estimated at
$8,300,000.00 with a TIF loan of $764,000.00. The TIF will be repaid from the increase in tax revenue as
a result of project completion.
The project site and general area meets the requirements of the City Master Plan and Nebraska
Community Development Law which governs the application and use of Tax Increment Financing as an
Economic Development Tool in financing redevelopment.
Your favorable consideration of this Ordinance to amend the Courtland Place No. 2 LLC Tax Increment
Financing Redevelopment Project Agreement that allows for the creation of the Courtland Place No. 2
LLC Phase II Tax Increment Financing Redevelopment Agreement will be appreciated.
Sincerely,
Approved as to Funding:
Pam Spaccarotella /1 rfl~
Finance Director , U ~-
Plnlsf! 503-cover letter
Date
Referred to City Council for Consideration:
Mayor's Office Date
Approved:
l' -// -"---+-b'-~~-'-d--~-"--=--~=---=-~-°"""'=-____,.~_L___
Rob rt G. Stubbe, P.E. Date
Public Works Director
ORDINANCE NO . .3f'l15
AN ORDINANCE to approve an amendment to the Courtland Place No. 2 LLC Tax Increment Financing
(TIF) Redevelopment Agreement approved by Ordinance No. 38253 on September 30, 2008 to
change the legal description, to reduce the number of units from 29 to 13 units, and to reduce the
original $1,240,000.00 Tax Increment Financing loan to $476,000.00; to approve the Courtland
Place No. 2, LLC Phase II Tax Increment Financing Redevelopment Loan Agreement between
the City of Omaha and Courtland Place No. 2, LLC for the Courtland Place No. 2 Phase II
Redevelopment Project Plan, which contemplates the use of Tax Increment Financing in the
amount of $764,000.00 to assist in financing the remaining 16 rowhouses in buildings 16 & 17
located at 1 ih Court & Mayberry Plaza near 12th & Leavenworth Streets; 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
Amendment to a Tax Increment Financing Redevelopment Loan Agreement between the City of Omaha
and Courtland Place No. 2, LLC, approved by Ordinance No. 38253 on September 30, 2008, which
changes the legal description and approves Courtland Place No. 2, LLC Tax Increment Financing
Redevelopment Project Agreement.
Section 2. The Mayor is hereby authorized to execute, and the City Clerk to attest the attached
Redevelopment Loan Agreement between the City of Omaha and Courtland Place No. 2, LLC authorizing
the allocation of $764,000.00 of the original $1,240,000.00 Tax Increment Financing loan from Courtland
Place No. 2, LLC Tax Increment Financing Redevelopment Agreement to assist in financing the
development and completion of the remaining 16 rowhouses at 12th Court and Mayberry Plaza near 1 ih
and Leavenworth Streets. The project consists of site acquisition, demolition, preparation and public
improvements as may be required. The Mayor is hereby authorized to execute, and the City Clerk to
attest, any other documents in connection with the Redevelopment Agreement necessary or appropriate to
ORDINANCE NO. c...J'f9%
Page 2
consummate the loan, including any other documents in connection with the 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 18-214 7 through 18-2150; and, are not otherwise
obligations of the City of Omaha.
Section 4. That this Ordinance, not being legislative in character, shall take effect upon the date
of its passage in accord with Section 2.12 of the Omaha Municipal Code.
INTRODUCED BY COUNCILMEMBER
APPROVED BY:
MAR 2 9 2011
ATTEST:
APPROVED AS TO FORM:
~~ t-CITY ATTORNEY DATE
Plnlsfl 503-ord
REDEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between the City of Omaha, a Nebraska
Municipal Corporation in Douglas County, Nebraska, and Courtland Place No. 2, LLC.
RECITALS:
WHEREAS, on February 15, 2011, the City Council of Omaha approved by Resolution
No. 93 the Amendment to Courtland Place No. 2, LLC Tax Increment Financing Redevelopment
Project Plan to change the approved legal description that created an additional project parcel
and legal description for the development of Courtland Place No. 2, LLC Phase II project area
and also approved the Courtland Place No. 2, LLC Phase II Tax Increment Financing
Redevelopment Project Plan; and,
WHEREAS, the project plan provides for the rehabilitation of the project site through the
development of the site with 16 residential units that provide for the completion of the SoMa
Rowhouse Redevelopment Project of the urban style residential housing in Downtown Omaha at
lih and Leavenworth Streets; and,
WHEREAS, this Amendment to the Redevelopment Agreement authorizes the
construction of improvements referenced in the amended Redevelopment Project Plan and as
illustrated on the site plan and the use of tax increment financing in the amount of $764,000.00,
and for the use of the excess ad valorem taxes generated by such redevelopment; 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.
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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 -Courtland Place No. 2, LLC.
1.3 "Director" shall mean -the Director of the City of Omaha Planning Department.
1.4 "Redevelopment Project" shall mean -the development of the site with 16
residential units that provide for the completion of the SoMa Rowhouse
redevelopment Project of the urban style residential housing in Downtown Omaha
at 1 ih and Leavenworth Streets in the redevelopment plan and as illustrated on
the site plan attached hereto as Exhibit "A".
1.5 "Redevelopment Loan" shall mean -the loan to be made by the Developer to the
City pursuant to this Agreement.
1.6 "Redevelopment Site" shall mean -the area legally described on Exhibit "B"
attached hereto.
1.7 "Redevelopment Note" shall mean -any obligation issued by the City and
secured by the Excess Ad Valorem Taxes generated within the Redevelopment
Site.
1.8 "Excess Ad Valorem Taxes" shall mean -the additional real estate property taxes
generated by this Redevelopment Project pursuant to Section 18-214 7 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 Notes in
substantially the same form as the copy attached hereto as Exhibit "C".
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2.2 grant Redevelopment Loan proceeds to the Developer for site development and
other eligible costs including any public improvements that may be required and
site-specific rehabilitation costs up to the sum of $764,000.00.
2.3 pay debt retirement principal and interest from the Excess Ad Valorem Taxes.
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 builder's risk
insurance during the period of construction of the project. The City shall
be specified as a co-insured party.
2.5 establish a special fund under Section 18-214 7 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
The Developer shall:
3 .1 complete the Redevelopment Project on or before December 31, 2012 creating an
increase in real property taxable base by reason of such construction of at least
$5,448,000.00
3 .2 cause all real estate taxes and assessments levied on those portions of the
Redevelopment Project owned by the Developer to be paid prior to the time such
become delinquent.
3.3 loan redevelopment funds to the City in the principal amount of $764,000.00 as
set forth in Section 2.1, which, when combined with other private funds available,
will be sufficient to construct the Redevelopment Project. Execution and delivery
of the Redevelopment 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. Developer shall, from time to
time, furnish the City with satisfactory evidence as to the use and application of
the Redevelopment Loan proceeds.
- 3 -
3.3.1 Such loan funds shall be disbursed as provided in Section 2.
3.3.2 Such loan shall bear an 8% 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 provide the City with quarterly progress reports during the redevelopment of the
Redevelopment Site and allow the City reasonable access to any relevant financial
records pertaining to the Redevelopment Project.
3.5 during the period that the Redevelopment Note (TIP Funds) is outstanding, (1) not
protest a real estate improvement valuation on the Redevelopment Site of
$273,900.00 or less prior to and during construction; and $5,448,000.00 or less
after substantial completion or occupancy of the sixteen residential units; (2) not
convey the Redevelopment Site or structures thereon to any entity which would
be exempt from the payment of real estate taxes or cause the nonpayment of such
real estate taxes; (3) not apply to the Douglas County Assessor for the structures,
or any portion thereof, to be taxed separately from the underlying land of the
Redevelopment Site; ( 4) maintain insurance for ninety percent (90%) of the full
value of the structures on the Redevelopment Site; (5) in the event of casualty,
apply such insurance proceeds to their reconstruction and ( 6) cause all real estate
taxes and assessments levied on the Redevelopment Site to be paid prior to the
time such become delinquent. In lieu of the above, the Owner may surrender any
remaining amount outstanding of the Redevelopment Promissory Note to City.
Each of the foregoing covenants shall be referenced in a Notice of Redevelopment
Agreement to be recorded with the Douglas County, Nebraska Register of Deeds.
The Owner 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 Owner no longer owns the
property.
3.6 shall provide the City Finance Department with an executed copy of the
Redevelopment 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
Redevelopment Note and the Redevelopment Note returned to Developer.
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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
Agreement, wherein the "Developer" is referred to as "Contractor".
4.2 Non-discrimination. The Developer 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 to 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 shall have a financial
interest, direct or indirect, in any City contract. Any violation of this section with
the knowledge of the person or corporation contracting with the City shall render
the contract voidable by the Mayor or Council.
4.6 Merger. This Agreement shall not be merged into any other oral or written
contract, lease or deed of any type.
4.7 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.
4.8 Assignment. The Developer 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 Developer.
4. 9 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.
4.10 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.
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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 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:
R. E. Cunningham, RA, F. SAME
Planning Director
City Planning Department
Omaha/Douglas Civic Center
1819 Farnam Street, Suite 1100
Omaha, NE 68183
(2) · Developer:
Courtland Place No. 2, LLC
720 North 13th Street
Omaha, Nebraska 68102
Bluestone Development, LLC, Manager
Christian Christensen, President
Legal Service
c/o City Clerk
Omaha/Douglas Civic Center
1819 Farnam Street
Omaha, NE 68183
Either party may designate additional representatives or substitute representatives by
giving written notice thereof to the designated representative of the other party.
- 6 -
Executed this .3/!!day of ~# 2011.
ATTEST: CITY OF OMAHA:
APPROVED AS TO FORM:
~~~
ht---CITY ATTORNEY
Executed this j__ day of {Y)~ 2011
ST ATE OF NEBRASKA) )
) §
COUNTY OF DOUGLAS )
DEVELOPER:
Christian Christensen, President of Bluestone Development, LLC, Manager of said Courtland
Pl e No. 2M::C, acknowledged the foregoing Redevelopment Agreement before me this
day of {i)r.. el<. ,/ ' 2011.
I ....
I
My commission expires~ ............................ ...
•IDIET A: ffADUY llMrll...., ............. .., c .......... _.,.. Dec 4, I012
P/nlsfl 503-agreement
- 7 -
"JOl l.¢'id: JA.t .,,(;~ j. !• f) "'1 I • /' • · "'"r VV""-' Leavenworth St. U5 .I: C\i ~-<.. (1\ ~rdw 5 _./I ~ -I fT1 :>< :::i: g: -\ ~
Project No. EGA 101233 Exhibit "fJl
Date: 9-15-10 DESCRIPTION & SKETCH
LEGAL DESCRIPTION:
LOTS 103 THROUGH 115 INCLUSIVE, OF THE ROWS AT SOMA REPLA T 3, AND LOTS 1, 2 AND 3
OF THE ROWS AT SOMA REPLA T 4, ALL AS SURVEYED, PLA TIED AND RECORDED IN DOUGLAS
COUNTY, NEBRASKA.
E-oi
~
~ p::;
E-oi
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:3
C"')
.-4
83 82 81 80
NOT I. CLUJJEJJ
NOT INCLUJJEJJ
MAYBERRY PLAZA PRIVATE INGRESS/EGRESS AND
COMPREHENSIVE UTILITY EASEMENT
THE-ROWS AT
SoMa REPLAT 4
N 64.79' b -!'-1 Ol 28.17 • <.D ..f = q N (1) Ol °' E-4 ~109~ ~ 110 N 64.79' i'J C\l ~· t') .,..j
I') I') r')
01 2 r0 28.17' Ol 0~ N 0
64.79' in PRIVATE INGRESS/EGRESS AND '° N
f> I") COMPREHENSIVE UTILITY EASEMENT
<.D 3 ci
q 60.24' N
~ 100 101 X,· 4 99
NO INCLU. 'ED
ENGINEERING
EHRHART
GRIFFIN &
ASSOCIATES 3552 Farnam Street •
MARCY PLAZA
11 6 117
PLANNING
118
NORTH
SCALE 1 " = 50 '
LAND SURVEYING
Omaha, Nebraska 68131 • 402 / 551-0631
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 HYPOTHECA TED UNLESS A
REGISTRATION STATEMENT UNDER THE '33 ACT SHALL BE IN EFFECT WITH RESPECT
THERETO AND THERE SHALL HA VE BEEN COMPLIANCE WITH THE '33 ACT AND ALL
APPLICABLE RULES AND REGULATIONS THEREUNDER, OR THERE SHALL HA VE 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
$764,000.00 /IJ~t!JI .SI, 2011
FOR VALUE RECEIVED, the Undersigned, Borrower, promises to pay Courtland Place No. 2 LLC at 701
South 15th Street, Studio 100, Omaha Nebraska, Holder, and I or its assigns, the principal sum of Seven
Hundred Sixty-Four Thousand Dollars and no Cents ($764,000.00), together with interest thereon at the rate of
eight (8%) per annum from the date of the execution of this Note until paid in full. The principal balance and
interest thereon shall be due and payable to the holder of said Redevelopment Promissory Note as and at such
time as any excess ad valorem taxes generated by the Redevelopment Project as set forth in that certain
Redevelopment Agreement dated the ~day of d)/111!.<!ll , 2011 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 First 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 18-214 7 of
the Nebraska Revised Statutes and pursuant to the Redevelopment Agreement are insufficient to pay in full all
amounts due and owing at a date Fifteen (15) years from the effective date of the Redevelopment Plan, and all
excess ad valorem taxes generated by the Redevelopment Project, as set forth in the Redevelopment
Agreement, have been collected by the City of Omaha and have been paid, immediately upon being available,
towards the retirement of the amounts due hereunder, then, at said date Fifteen (15) years from the effective
date of the Redevelopment Plan, the Holder shall waiver any unpaid portion of the principal and interest due
upon written request of the City of Omaha.
In the event this Note is referred to an attorney for collection the Holder shall be entitled to reasonable
attorney fees allowable by law and all Court costs and other expenses incurred in connection with such
collection.
The Borrower shall be in default in the event the Borrower shall fail to pay, when due, any amount
required hereunder.
- 1 -
Unless prohibited by law, the Holder may, at its option, declare the entire unpaid balance of principal
and interest immediately due and payable without notice or demand at any time after default. as such term is
defined in this paragraph.
Holder may at any time before or after default, exercise his right to set off all or any portion of the
indebtedness evidenced hereby against any liability or indebtedness of the Holder to the Borrower without
prior notice to the Borrower.
Demand, presentment, protest and notice of nonpayment under this Redevelopment PromissOI)' 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 evenL 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 vvriting 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
ATTEST: APPROVED AS TO FORM: / ' _./; ~~ ~~--~:,::~> __
City Clerk of the City of Omaha
Plnlsfl 503-riOle 2
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EXHIBIT "D"
EQUAL EMPLOYMENT OPPORTlJNITY CLAUSE
During the performance of this contract, the Program Provider agrees as follows:
(1) The Program Provider shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, national origin, or disability as defined by
the Americans With Disabilities Act of 1990 and Omaha Municipal Code 13-82. The
Program Provider shall take affirmative action to ensure that applicants are employed and
that employees are treated during employment without regard to their race, religion, color,
sex or national origin. The Program Provider shall take all actions necessary to comply with
the Americans With Disabilities Act of 1990 and Omaha Municipal Code (Chapter 13)
including, but not limited to, reasonable accommodation. As used herein, the word "treated"
shall mean and include, without limitation, the following: Recruited, whether advertising or
by other means; compensated; selected for training, including apprenticeship; promoted;
upgraded; demoted; downgraded; transferred; laid off; and terminated. The Program
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) The Program Provider shall, in all solicitations or advertisements for employees placed by or
on behalf of the Program Provider, state that all qualified applicants will receive
consideration for employment without regard to race, religion, color, sex, national origin, or
disability as recognized under 42 uses 12101 et seq.
(3) The Program Provider 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 Program 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) The Program Provider shall furnish to the contract compliance officer all federal forms
containing the information and reports required by the federal government for federal
contracts under federal rules and regulations, and including the information required by
Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records.
Records accessible to the Contract Compliance Officer shall be those which are related to
Paragraphs ( 1) through (7) of this subsection and only after reasonable notice is given the
Program Provider. The purpose for this provision is to provide for investigation to ascertain
compliance with the program provided for herein.
- 1 -
(5) The Program Provider shall take such actions with respect to any sub-contractor 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 the event the Program
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, the Program Provider or the City may request the United States to enter
into such litigation to protect the interests of the United States.
(6) The Program Provider shall file and shall cause his sub-contractor, if any, to file compliance
reports with the Program 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 Contract Compliance Officer. Compliance reports
filed at such times as directed shall contain information as to the employment practices,
policies, programs and statistics of the Program Provider and his sub-contractor.
(7) The Program 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-contractor or vendor.
-2 -
AMENDMENT TO REDEVELOPMENT AGREEMENT
This Amendment to Redevelopment Agreement entered into by and between the City of Omaha,
Nebraska, a Nebraska Municipal Corporation in Douglas County, Nebraska, and Courtland Place No. 2,
LLC, a Nebraska Limited Liability Company, amends a Redevelopment Agreement which was approved
by the City Council by Ordinance No. 38253 on September 30, 2008 (hereinafter referred to as the
"Redevelopment Agreement").
RECITALS:
WHEREAS, the City of Omaha and Courtland Place No. 2, LLC, a Nebraska Limited Liability
Company entered into a Redevelopment Agreement which implemented the Courtland Place No. 2, LLC,
Tax Increment Financing Redevelopment Project Plan; and,
WHEREAS, the Redevelopment Agreement contemplated the development of a site with twenty-
nine (29) rowhouses and included Tax Increment Financing (TIF) in the amount of One Million, Two
Hundred Forty Thousand Dollars and no/100 ($1,240,000.00); and,
WHEREAS, on February 15, 2011, the City Council of Omaha approved Resolution No. 93,
which approved an amendment to the Courtland Place No. 2, LLC, Tax Increment Financing
Redevelopment Project Plan, to change the legal description and to reduce the number of rowhouses from
twenty-nine (29) to thirteen (13); and,
WHEREAS, the amendment to the Redevelopment Plan also amended the amount of Tax
Increment Financing for the Courtland Place No. 2 Tax Increment Financing Redevelopment Project Plan
from One Million, Two Hundred Forty Thousand Dollars and no/100 ($1,240,000.00) to Four Hundred
Seventy-six Thousand Dollars and no/100 ($476,000.00); and,
WHEREAS, the parties to the Redevelopment Agreement desire to amend the Agreement to
allow for the change in legal description, the reduction in the Redevelopment Project, and the reduction in
the amount allocated to Tax Increment Financing.
579459.2
NOW, THEREFORE in consideration of these mutual covenants, the parties agree as follows:
1. That the second Recital paragraph and Section 1.4 of the Redevelopment Agreement is
amended by changing the amount of rowhouses from 29 to 13.
2. That Section 1.4 of the Redevelopment Agreement is amended by deleting Exhibit "A"
which was attached to the Redevelopment Agreement and replacing it with Exhibit "A" attached to this
Amendment.
3. That Section 1.6 of the Redevelopment Agreement is amended by deleting Exhibit "B"
which was attached to the Redevelopment Agreement and replacing it with Exhibit "B" that is attached to
this Amendment.
4. That Section 2.2 of the Redevelopment Agreement is amended by changing the amount
of redevelopment loan proceeds from One Million, Two Hundred Forty Thousand Dollars and no/100
($1,240,000.00) to Four Hundred Seventy-six Thousand Dollars and no/100 ($476,000.00).
5. That Section 3 .1 of the Redevelopment Agreement is amended by changing the amount
of the inverse in real property tax base from $8,427,000.00 to $2,979,000.00.
6. That Section 3 .3 of the Redevelopment Agreement is amended by changing the amount
ofloan redevelopment funds from $1,240,000.00 to $476,000.00.
7. That Section 3.5 of the Redevelopment Agreement is amended by changing the two
amounts in subsection (1) as follows: $391,000.00 changed to $117,100.00 and $8,818,000.00 changed
to $2,861,900.00.
8. That Exhibit "C", the Redevelopment Promissory Note, attached to and made part of the
Redevelopment Agreement is void and replaced by the revised Redevelopment Promissory Note attached
hereto as Exhibit "C".
9. All other terms and conditions contained in the previously approved Redevelopment
Agreement not otherwise noted or changed herein, shall remain in full force and effect.
2
579459.2
Executed this 3/.9day of March 2011.
ATTEST: CITY OF OMAHA:
~4..~-=-
CITY CLERK OF THE CITY OF OMAHA f'1i~HA
APPROVED AS TO FORM:
~ e . -~ 313111
Assistant City Attorney
Executed this _j_ day of H ~ , 2011
ST ATE OF NEBRASKA )
) §.
COUNTY OF DOUGLAS )
DEVELOPER:
Courtland Place No. 2, LLC,
By: Bluestone Development,
Christian Christensen, President of Bluestone Development, LLC, Manager of said Courtland
Place No. 2, LLC, acknowledged the foregoing Redevelopment Agreement before me this+ day of
Marcb20ll. , 2 M ~ ............ ~...._otary~~~fl-L , Cf
My commission expires BRIDGET A. HADUY
Giiri ,_,,
SllteOfllllHnu
My Ctmm1u1on &,Int Die '· 2012
Pln/sfl 503-amendment
3
COURTLAND PLACE NO. 2, LLC
LEGAL DESCRIPTION: EXHIBIT B
A PORTION OF THE ROWS AT SOMA REPLAT 2 AN'D THE ROWS AT SOMA REPLAT
3, CONTAINING A PORTION OF OUTLOT "A" AND LOTS 94 THROUGH 101, AND
LOTS 103 THROUGH 123, .ALL AS SURVEYED, PLATTED AND RECORDED IN
DOUGLAS COUNTY, NEBRASKA, AND ALL BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGIN AT THE SOUTHWEST CORNER OF SAID LOT 83; THENCE NORTH 90°00'00"
EAST ALONG THE SOUTH LINE OF LOTS 83, 82, 81, 80 AND THE EASTERLY
PROJECTION THEREOF, A DISTANCE OF 138.34 FEET; THENCE SOUTH 00°00'00"
WEST, A DISTANCE OF 67.69 FEET; THENCE NORTH 90°00'00" EAST, A DISTANCE
OF 82.67 FEET TO A POINT ON THE NORTHERLY PROJECTION OF THE EAST LINE
OF SAID LOT 123; THENCE SOUTH 00°00'00" WEST ALONG SAID PROJECTED LINE,
A DISTANCE OF 60.95 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF
THE UNION PACIFIC RAIL ROAD' THENCE WESTERLY ALONG SAID RAIL ROAD
RIGHT-OF-WAY LINE BEING CURVED TO THE LEFT AND HAVING A RADIUS lF ·
1797.50 FEET AND A CENTRAL ANGLE OF 12°54'20", AN ARC DISTANCE OF 404.88
FEET (CHORD=404.02', CHORD BEARING=S85°47'00"W) TO A POINT ON THE EAST
RIGHT-OF-WAY LINE OF 13TH STREET; THENCE NORTH 00°00'1 l" WEST ALONG
SAID EAST RIGHT-OF-WAY LINE, A DISTANCE OF 121.92 FEET; THENCE NORTH
71°48'36" EAST, A DISTANCE OF 191.49 FEET TO A POINT ON THE WEST LINE OF
THE AFORESAID LOT 83; THENCE SOUTH 00°00'00" WEST ALONG SAID WEST LINE,
A DISTANCE OF 23.35 FEET TO THE POINT OF BEGINNING. CONTAINING 1.101
ACRES, MORE OR LESS.
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 HYPOTHECA TED 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 HA VE 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
$476,000.00 l21/h2 t!1r1 ..,S I , 2011
FOR VALUE RECEIVED, the Undersigned, Borrower, promises to pay Courtland Place No. 2 LLC at 701
South 15th Street, Studio 100, Omaha Nebraska, Holder, and I or its assigns, the principal sum of Four Hundred
Seventy-Six Thousand Dollars and no Cents ($4 76,000.00), together with interest thereon at the rate of Eight
(8%) 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 31!!:__ day of ,#.Jl!bet!_ ti , 2011 by and between the City of
Omaha, Borrower, and the Holder, (the "Redevelopm"elltAgreement") are collected by the City of Omaha and
available for the retirement of this debt.
In the event of default under said Redevelopment Promissory Note, all sums secured by this Note or
any other agreement securing this Note shall bear interest at a rate equal to five percent (5%) above the
regional prime or base rate as used by the First National Bank, Omaha, Nebraska, from time-to-time; however,
in the event said interest rate exceeds the maximum rate allowable by law then such rate of interest shall equal
the highest legal rate available.
Borrower may prepay the principal amount outstanding in whole or in part, without the prior consent
of the Holder.
In the event the monies collected and held in that special fund established under Section 18-2147 of
the Nebraska Revised Statutes and pursuant to the Redevelopment Agreement are insufficient to pay in full all
amounts due and owing at a date Fifteen (15) years from the effective date of the Redevelopment Plan, and all
excess ad valorem taxes generated by the Redevelopment Project, as set forth in the Redevelopment
Agreement, have been collected by the City of Omaha and have been paid, immediately upon being available,
towards the retirement of the amounts due hereunder, then, at said date Fifteen (15) years from the effective
date of the Redevelopment Plan, the Holder shall waiver any unpaid portion of the principal and interest due
upon written request of the City of Omaha.
In the event this Note is referred to an attorney for collection the Holder shall be entitled to reasonable
attorney fees allowable by law and all Court costs and other expenses incurred in connection with such
collection.
The Borrower shall be in default in the event the Borrower shall fail to pay, when due, any amount
required hereunder.
- 1 -
Unless prohibited by law. the Holder may. at its option, declare the entire unpaid balance of principal
and interest immediately clue and payable without notice or demand at any time after default, as such term is
defined in this paragraph.
Holder may at any time before or after default, exercise his right to set off all or any p01iion 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 he 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 constmed 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.
ATTEST:
Plnlsfl 503-tWIE J
- 2 -
CITY OF OMAHA, A Municipal Corporation
~·~ ( ) ~ ·""~~ ,, .·
By: ~ ,,, -
M~·r;: prr of the City of Omaha
/
APPROVED AS TO FORM:
PUBLICATIONS PUBLICATION OF HEARING Date '3 -&·-) \ PUBLICATION OF ORDINANCE Date 1-: ~-i \ v"/ ~9/ .,,;' ORDINANCE NO. r..:Jf9/'/t~ AN ORDINANCE to approve an amendment to the Courtland Place No. 2 LLC Tax Increment Financing (TIF) Redevelopment Agreement approved by Ordinance No. 38253 .on September 30, 2008 to change the legal description, to reduce the number of units from 29 to 13 units, and to reduce the original $1,240,000.00 Tax Increment Financing loan to $476,000.00; to approve the Courtland Place No. 2, LLC Phase II Tax Increment Financing Redevelopment Loan Agreement between the City of Omaha and Courtland Place No. 2, LLC for the Courtland Place No. 2 Phase II Redevelopment Project Plan, which contemplates the use of Tax Increment Financing in the amount of $764,000.00 to assist in financing the remaining 16 rowhouses in buildings 16 & 17 located at 121h Court & Mayberry Plaza near 12111 & Leavenworth Streets; and providing for an effective date. P/n/:,jl 503-backinR PRESENTED TO COUNCIL 1st Reading MAR 1 5 ZO 11 -k~ jg,;;/// /"' / , Hearing MAR 2 2 Z011 -t:J#y 6 ,!1£LCJ~/ 7-/'. Final Reading MAR 2 9ULITT 1 Pn~~or'l ~ -0 BUSTER BROWN City Clerk #Atf!u'a611