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ORD 39175 1201 Howard TIF AgreementCity of Omaha Jim Suttle, Mayor Honorable President and Members of the City Council, !&' C"(' •. ! • • '·--·~ .. -x_ __ • l: ,};:\ 11 r. r'_,T "'I •. ··: '1' p· · ·-1 -. -; ' L~· : '-t ~ November 8, 2011 Planning Department Omaha/Douglas Civic Center 1819 Farnam Street, Suite 1100 Omaha, Nebraska 68183 (402) 444-5150 Telefax (402) 444-6140 R. E. Cunningham, RA, F.SAME Director The attached Ordinance transmits a redevelopment agreement between the City of Omaha, a Nebraska Municipal Corporation in Douglas County, Nebraska, and 1201 Howard, LLC, a Nebraska Limited Liability Company, which implements the redevelopment of the project site at 1201 Howard Street. The site is currently home to two operating commercial businesses that will be displaced during construction and will return to the new development as occupants. The mixed-use development will include an additional 5,000 sq. ft. of new retail space and new market rate apartments on the upper floors. It is anticipated that the Plan will provide the stimulus for additional private and public sector investment. The Redevelopment Agreement authorizes the City's participation in the redevelopment of this project site through the allocation of TIP in an amount up to $632,500.00 to offset costs of site work, acquisition, demolition architectural and engineering, surveying, public improvements and a $10,000.00 contribution to the Old Market public improvement fund. The total project cost is approximately $4,671,000.00 with TIF eligible cost of approximately $2,015,000.00. Your favorable consideration of this Resolution will be appreciated. Approved: Pam Spaccarotella Finance Director Plnlsfl 613-cover letter Date Referred to City Council for Consideration: Wa";* ~r.Jarc9 lOlci71f, Mayor's Office Date ~ Public Works Director /tJ ·'Z7-ll Date ORDINANCE NO. r.39/?o AN ORDINANCE approving a Redevelopment and Tax Increment Financing Loan Agreement between the City of Omaha and 1201 Howard, LLC, which provides for Tax Increment Financing (TIF) in the amount of $632,500.00 for the redevelopment of a site located at 1201 Howard Street in Omaha, Nebraska into a new, mixed-use development that will include an additional 5,000 sq. ft. of new retail space in addition to new market-rate apartments on the upper floors as detailed in the Redevelopment Project Plan; and providing for an effective date. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: Section 1. The Mayor is hereby authorized to execute, and the City Clerk to attest, the attached Redevelopment and Tax Increment Financing Loan Agreement between the City of Omaha and 1201 Howard, LLC for the redevelopment of the project site which shall include: (i) the demolition of the existing building; (ii) the site preparation and environmental remediation of the site as may be required; and (iii) the development and the relocation of utilities. Specific site development work includes, but is not limited to, the redevelopment of the site into a new, mixed-use development that will include an additional 5,000 sq. ft. of new retail space in addition to new market-rate apartments on the upper floors as detailed in the approved Redevelopment Project Plan and detailed in the Redevelopment Agreement. Further, the Mayor is hereby authorized to execute, and the City Clerk to attest, any other documents in connection with the Redevelopment Agreement necessary or appropriate to consummate the TIF loan. Section 2. Said Redevelopment Agreement contains obligations undertaken pursuant to the Nebraska Community Development Law and Sections 18-2147 through 18-2150; and, are not otherwise obligations of the City of Omaha. ORD. c3t?Jf$ PAGE-2- Section 3. This Ordinance shall be in full force and take effect immediately from and after the date of its passage. INTRODUCED BY COUNCILMEMBER APPROVED BY: PASSED DEC -61.0ll 1-~ ATTEST: ~~/~ CI CLERK OF THE CITY OF OMAHA -DATE APPROVED AS TO FORM: ~. ~ 1.f.z.,7)1 ~$J CITY ATTORNEY DA TE Plnls/1613-ord REDEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and between the City of Omaha, a Nebraska Municipal Corporation in Douglas County, Nebraska, and 1201 Howard, LLC, a Nebraska Limited Liability Company. RECITALS: WHEREAS, on October 25, 2011, by Resolution No. 1191 the City Council of the City of Omaha approved the, 1201 Howard LLC Tax Increment Financing Redevelopment Project Plan, for the redevelopment of the project site located at 1201 Howard Street into a new, mixed- use development that will include an additional 5,000 sq. ft. of new retail space, in addition to new market-rate apartments on the upper floors; as illustrated and as shown in Exhibit "A", a site plan and redevelopment plan which are attached hereto and made a part hereof and, WHEREAS, the 1201 Howard, LLC Tax Increment Financing (TIF) Redevelopment Project Plan provided for $632,500.00 in TIF to offset costs of site work, acquisition, demolition, architectural and engineering, surveying, and public improvements; and, WHERAS, the total project cost is estimated to be $4,671,000.00, with TIP-eligible costs of $2,015,000.00 and for the use of the excess ad valorem taxes generated by such development; and, WHEREAS, this Agreement is a redevelopment agreement prepared pursuant to the Nebraska Community Development Law in order to implement the above-referenced Redevelopment Plan. - I - 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 "Owner" shall mean -1201 Howard, LLC. 1.3 "Director" shall mean -he Director of the City of Omaha Planning Department. 1.4 "Redevelopment Project" shall mean -the redevelopment of the project site located at 1201 Howard Street into a new, mixed-use development that will include an additional 5,000 sq. ft. of new retail space in addition to new market- rate apartments on the upper floors; the project site currently houses two operating commercial businesses that be displaced during construction, yet who will be occupants in the new mixed-use development as shown on the Site Plan and attachments of Exhibit "A". 1.5 "Redevelopment Site" shall mean -the area legally described on Exhibit "B", attached hereto. 1.6 "Redevelopment Note (TIF Funds/TIF Proceeds)" shall mean -any obligation issued by the City and secured by the excess ad valorem taxes generated within the Redevelopment Site. 1. 7 "Excess ad valorem taxes" shall mean -the additional real estate property taxes generated by this Redevelopment Project pursuant to Section 18-2147 of the Nebraska Revised Statutes. 1.8 "Division Date Year" for the purposes of this Agreement, Note and the statute shall mean -that excess ad valorem taxes shall be divided for the project beginning in the tax year this Agreement is executed, but not more than 60 days thereafter, and continuing for 15 years or until the Redevelopment Note is discharged, whichever occurs first. -2- SECTION 2. OBLIGATIONS OF THE CITY The City shall: 2.1 execute and deliver to the Owner at closing the Redevelopment Note m substantially the same form as the copy attached hereto as Exhibit "C". 2.2 grant Redevelopment Loan proceeds to the Owner in the sum of $632,500.00. 2.3 pay debt retirement principal and interest from the Excess Ad Valorem Taxes (TIF tax proceeds). Interest on monies in the special fund shall accrue first to debt retirement interest and then to principal. 2.4 ensure that prior to expenditure or disbursement of Redevelopment Loan proceeds, the following shall be obtained, to wit: 2.4.1 Owner 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 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 establish a special fund under Section 18-2147 of the Nebraska Revised Statutes for the purpose of collecting the excess ad valorem taxes generated by the Redevelopment Project. Monies collected and held in the special fund shall be used for no purpose other than to repay the Redevelopment Loan. SECTION 3. OBLIGATIONS OF THE OWNER The Owner shall: 3.1 complete the Redevelopment Project on or before April 30, 2013, creating an increase in real property taxable base by reason of such construction of at least $3,451,680.00. 3.2 cause all real estate taxes and assessments levied on the Redevelopment Project to be paid prior to the time such become delinquent. 3.3 loan redevelopment funds to the City in the principal amount of $632,500.00 as set forth in Section 2.1, which, when combined with other private funds available, will be sufficient to construct the redevelopment project. Of this sum, $10, 000. 00 shall be retained to be used at the City's discretion for public improvements within the public right-of-way, which are off-site to the Redevelopment Site, in the Old Market and Downtown areas. The retention shall be paid upon execution - 3 - of this Redevelopment 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 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 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 5.50 % 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 Owner shall remain unaffected. 3.4 provide the City with quarterly progress reports during the redevelopment 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 Note (TIF Funds) is outstanding, (1) not protest a real estate improvement valuation on the Redevelopment Site of $655,800.00 (base) or less prior to and during construction; and $4,107,480.00 [$655,800.00 (base) plus $3,451,680.00 (excess valuation)] or less after substantial completion or occupancy of the mixed-use commercial and residential building and garage redevelopment project; (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 - 4 - breached by such third parties if the Owner no longer owns the property. 3.6 shall provide the City of Omaha Finance Department with an executed copy of the Redevelopment Promissory Note prior to disbursement of any proceeds for repayment of such Note pursuant to Section 2.5, so that such payment can be noted on the Note and the Note returned to Owner. SECTION 4. PROVISIONS OF THE CONTRACT 4.1 Equal Employment Opportunity Clause. Annexed hereto as Exhibit "D" and made a part hereof by reference are the equal employment provisions of this contract, wherein the "Owner" is referred to as "Contractor". 4.2 Non-discrimination. The Owner shall not, in the performance of this Contract, discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age, political or religious opinions, affiliations or national origin. 4.3 Captions. Captions used in this Contract are for convenience and are not used in the construction of this Contract. 4.4 Applicable Law. Parties to this Contract shall conform with all existing and applicable city ordinances, resolutions, state laws, federal laws, and all existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Contract. 4.5 Interest to the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City of Omaha shall have a financial interest, direct or indirect, in any City of Omaha contract. Any violation of this section with the knowledge of the person or corporation contracting with the City of Omaha shall render the contract voidable by the Mayor or Council. 4.6 Merger. This Contract shall not be merged into any other oral or written contract, lease or deed of any type. 4.7 Modification. This Contract contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee or other representative of either party is empowered to alter any of the terms herein unless done in writing and signed by an authorized officer of the respective parties. 4.8 Assignment. The Owner may not assign its rights under this contract without the express prior written consent of the City; such consent not to be unreasonably withheld. The Mayor may, without City Council approval, approve, in writing, the assignment of all rights hereunder to a successor entity owned by, or under common control with Owner. - 5 - 4.9 Strict Compliance. All provisions of this Contract and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from authorized representatives of the parties. 4.10 This Agreement shall be binding upon the Owner's successors and assigns, and shall run with the land described in Exhibit "B", attached hereto, to the benefit of the City of Omaha. SECTION 5. AUTHORIZED REPRESENTATIVE In further consideration of the mutual covenants herein contained, the parties hereto expressly agree that for the purposes of notice, including legal service of process, during the term of this Contract and for the period of any applicable statute of limitations thereafter, the following named individuals shall be the authorized representatives of the parties: (1) City of Omaha: R. E. Cunningham, RA, F. SAME Director, City Planning Department Omaha/Douglas Civic Center 1819 Farnam Street, Suite 1100 Omaha, NE 68183 (2) Owner: Legal Service c/o City Clerk Omaha/Douglas Civic Center 1819 Farnam Street Omaha, NE 68183 1201 Howard, LLC, a Nebraska Limited Liability Company Eric Wieseler, Managing Members c/o First Management Inc. 1941 South 42nd Street, Suite 550 Omaha, NE 68105 Either party may designate additional representatives or substitute representatives by giving written notice thereof to the designated representative of the other party. Executed this _2_ 1ay of Dr:c'!'lddtz= , 2011. ~~ CITY OF OMAHA: -~- CITY CLERK OF THE CITY OF OMAHA APPROVED AS TO FORM: QX~ ~ 1olnJ11 ttr CITY ATTORNEY , • -6- Executed this Z111 day of ~0~L~/~-7~J· /Md~1 ~~------' 2011. STATEOFNEBRASKA ) ) § COUNTY OF DOUGLAS ) OWNER: Eric Wieseler, Managing Members, LLC, a Nebraska Limited Liability Company Bylf1,J)~ Eric Wieseler, Managing Members Eric Wieseler, Manager on behalf of 1201 Howard, LLC, a Nebraska Limited Liability Company ackn~ed the foregoing Redevelopment Agreement before me this 2.L_ day of {)cf_ Il , 2011. ~ GENERAL NOT ARY • Slate of Nebraska .~ JOYCE M. STEVENS .~ .. , My Comm. Exp. July 29, 2014 Plnlsfl 613-agreeement My commission expires on~ .71, Jo/'f, - 7 - (/) =i rn "1J > z z 0 =i :i: -a m ~~ mC/l ;o ::! 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X//1 b: I ALLEY• POYNER MACCHIETTO I 1516CumngStreet Omaha, NE 68102 Ph: 402.34 l. 1544 Fx: 402.341.4735 alleypoyner.com f'<'. < h.. ~'-~ '><.. ~ METAL CAP ______ __,, FACE BRICK l ALUMINUM WINDOW METAL SIDING METAL BALCONY----< FRENCH BALCONY METAL CANOPY ------< STONE BASE ------->1 !=:::! I I I LJL::::JLJ I I l==JL::::ll JI I !==!""'I I ALUMINUM STOREFRONT I 111 12TH STREET ELEVATION l"SK4.3-I SCALE: 1/16":1'-{)' METAL CAP ------IJl FACE BRICK llR ALUMINUM WINDOW METAL SIDING CURTAIN WALL METAL CANOPY __ _,_,,"==! STONE BASE !Jjl:jll::'.Jf==I I I 'I I I E3 I I b.JV JF-=-1 ALUMINUM STOREFRONT I HOWARD STREET ELEVATION SCALE: 1116'=1'-0' 1 · PARAPET,... EL= 141.25' u THIRD FLOOR ,...., EL= 128.00'" SECOND FLOOR,.. EL= 117.QO'u GROUND LEVEL,,. EL= 100.00'" PARAPET,... EL= 141.25'"' THIRD FLOOR ,...., EL= 126.00'" SECOND FLOOR,...., EL= 11s.oo·" GROUND LEVEL,,. EL= 100.00' '-' 1DS ~~ E ~~~~~ -~~ ~ ~ ~ § dN ~ ~ u..coo 0. -OQ'<t'<t>-0a&:~~ "'0 ... LU 1--Z 1-->-LU o-[l_I . u ~u ::j <{ <{~Ii! ci z (.9 s 0 Cf) '"° N (/) w I 0 f-w ~ (/) Ci; (.9 z ~ ~, (0 0::: N 0 0 I'-I t:: """ """ 0 01 ..--0 N a: z iii w 0 ~ Ill i= ~ ~ 0 ::::i 0 z 0 f-...J 0 w w ...J ....., u:: 0 a::: 0... ~ )> gr .. r ~~ ~ m r rn ~ 6 z PJ " 0 0 0 "' PROJECT NUMBER: ~1~10~4~7~~~~~~~~~~~~~~~~~~~ FILE LOCATION: 11047/DRAWINGS/SKETCHES DATE: 2011 10 26 Gl ::0 0 c z 0 r m < µ:i (/) --! 0 z m CD > (/) m m "' r m II 0 0 z: "' CJ 0 " q r 0 0 ::0 ;;: m --! > r- CD > r- () 0 z -< DWG. NO. 21.4 m __, r I " ;o ~ 0 " ~ r 0 0 ::0 ;;: > .,, m r-> --! c () > ;;: m r-z CD 1) ;;o c > ;;: C'i z ;>; m ::E r-z 0 0 ::E ALLEY• POYNER MACCHIETTO m j; r " ~ w -0 <O m ;_, __, "' ;;: m -I :> r- () :> 1) 1516CumingStreet Omaha. NE 68 l 02 Ph: 402.34 l. l 544 Fx: 402.341.4735 alleypoyner.com VICINITY MAP LOI I PROJECT SITE I ' ' LEGAL DESCRIPTION L07 1, BLCCK 1 E.6. (!If OF O~AAl--A, A SJBDIV~SION IN D:)UCLAS COU~l7Y, NEBP.o.S\/A CERTIFICATION TO: 1201 HO',IVARG l.L.C. C/0 FIRST f.1.ANAGO.AO~- ThiS IS TO CERTIFY TH!.T TrilS MAF OR P'...AT ANO Tr.E SURVEY QN WHlC:H IT IS BASt:D WERE fAAJ[ IN ACCQRO.ANCE W1~h THE 20i l MINIMUM STANDARD OETA~L REOUlREME~7S FOR ALTA/ACSM L~NO TIT'_E SURVEYS. JOINTLY ES7A8USHEO ANO ADOPTEC BY ALTA AND NSPS, ANO \/'.CLUOES ITEMS l, 2, J, 4, 5, 6(b), 7(a)(b1), 8. 9. 10(a) AND 11(b) OF TABLE A THEREOF Tl-:E FIELD WORK WAS COMPLETED ON AUGUST 29, 201 ·1. ,,,,,,,,,. •'' "'~~~~s~..,-·~ AUGUST 29. 2011 DATE LDT 8 / ... ~r.1srr,.eo· .. ""- ~ LS.--H7 ~ ~ \<, o~./ : ~ .p/~~~-~-u.~~~:.~ •• --:.'!:~,,,M;,!~11'• RICHARD M, BROYLES NEBRASKA RLS #4 77 TD2 engineering & surveying thompson, dreessen & darner. inc. 10836 Old Mill Rd Omaha, NE 68154 p.402,330.8860 f.402,330.5866 td2co.com Survey Type AL TA/ACSM LAND TITLE SURVEY ~l-hbll 8 i ' ' I ' ' -- LOT 5 BLOCK 151 _______________ J_ ________ ~~= r L __________ _ r -1-·-·--·---·--.W-·-·-- - - --·--·--W-·--·-·-·-·-·---·-·W-- --·-·-·- STM/S~~M:'t~~S~~~ 5---~,-------<>-----------<>-------____ <>----------<>------· IE.=100/42 ' HOWARD STREET ~-~ (DEDICATED PUBLIC RIGHT-OF-WAY) o ~ i gg e===.::#===~========at>::-=============== , .-'s :~~~~~~-E~;~~~~~r~ ~PlV , ,® :e@? .'·®~ ® ® 0 0.2' BRICK i cov~RED ENTRY a.. ?- F.F.E.= I 02 L20 !Ii Vl "' ~ u < "' LOT 2 a.. Vl FSL= I 020.95 ' 0: "o 0 N "' " C.::.: z g 5 <D FFE.~; 020.97 LOT 7 LOT 8 RI fJCK ' --·-~ GRATE INLET RIM=101B,54 l.E.=1015,34 GRATE INLET RIM=1018.07 LE.=1D15,37 100.00'R 99.87'M 61.0' ' ' ~ I ' i ~ ' ' .r LOl 4 BLOCK 165 SANITARY SEWER LOT 5 BLOCK 1s;, 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 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 $632,500.00 December 7 Ji'?> ' 2011 FOR VALUE RECEIVED, the Undersigned, Borrower, promises to pay 1201 Howard, LLC, a Nebraska Limited Liability Company, Holder, Eric Wieseler, Managing Member c/o First Management Inc., 1941 S. 42nd Street, Ste. 550 Omaha, NE 68105 and/or its assigns, the principal sum of Six Hundred Thirty Two Thousand Five Hundred Dollars ($632,500.00), together with interest thereon at the rate of 5 .50 % 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 k, nf day of December, 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 published by the Wallstreet Journal, 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 division date year, 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 Redevelopment Agreement approval date year, 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. 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 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 ATTEST: APPROVED AS TO FORM: --~~.,___.__,~~~..:..!!!!::.... __ <-\?y-~20/ tfpft1 City Clerk of the City of Omaha 1\5~ /.-City Attorney 1 Plnlsfl 613-note - 2 - EXHIBIT "D" EQUAL EMPLOYMENT OPPORTUNITY 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 fonn 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 repo1is filed at such times as directed shall contain infonnation 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 Opp01iunity 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 - ASSIGNMENT OF REDEVELOPMENT PROMISSORY NOTE The undersigned 1201 HOWARD, LLC, a Nebraska limited liability company ("Assignor"). for value received, does hereby sell, assign, transfer, and set over unto Mutual of Omaha Bank ("Assignee"), all monies due or to become due under a certain Redevelopment Promissory Note in the amount of Six Hundred Thirty-Two Thousand Five Hundred Dollars and 00/100 ($632,500.00) (the "Note") between Assignor and The City of Omaha, 9 Municipal Corporation, said Note relating to a Redevelopment Agreement dated December_(£}_, 2011 between the Assignor and the City of Omaha. Assignor represents and warrants that there are no defenses, offsets. or counterclaims to such Note, and that such Note has not been transferred, assigned or otherwise disposed of, and is now owned by the Assignor free and clear of all liens and encumbrances of any nature whatsoever. Assignor hereby nominates, constitutes and appoints the Assignee as the true and lawful attorney-in-fact of the Assignor in its name, place, and stead to receive, receipt and sue for all monies due upon such note, to endorse the name of the Assignor on all commercial paper given in payment or in part payment thereof, and to settle, adjust, or compromise any claim thereunder as fully as the Assignor could do itself, and that it will deliver to the Assignee all sums which may be collected by it thereon. Dated this 6th day of December, 2011. 1201 Howard, LLC r-/_ / 'L.~ .. By:_~---~--"------------ Eric A. Wieseler, Its Manager ST A TE OF NEBRASKA ) ) SS. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me on this J2..._ day of December 2011, by Eric A. Wieseler, the manager of 1201 Howard, LLC, a Nebraska limited liability company, on behalf of the company. DOCS/1071988.2 ~lliQ1~ otafYPublic GENfM. NOTARY • State of Nebraska BRANDI M. BALLAN _, .~ MyComm. Exp. Oct. 17. 2015 ACKNOWLEDGEMENT BY THE CITY OF OMAHA: We have received notice of this Assignment and agree that no other party has notified us of an Assignment or pledging of the Note. ATTES)' ~ ~.@ d!J:2,::;? 1-;.J1h1 Cl CLERK OF _THE CITY OF OMARA CITY OF OMAHA: DOCS/1071988.2 PUBLICATIONS PUBLICATION OF HEARING Date (\.-Lt·-l\ PUBLICATION OF ORDINANCE Date 12-l'f~-d ./ A.5'11 / ORDINANCE NO. ;39/"'f<.L AN ORDINANCE approving a Redevelopment and Tax Increment Financing Loan Agreement between the City of Omaha and 1201 Howard, LLC, which provides for Tax Increment Financing (TIF) in the amount of $632,500.00 for the redevelopment of a site located at 1201 Howard Street in Omaha, Nebraska into a new, mixed-use development that will include an additional 5,000 sq. ft. of new retail space in addition to new market-rate apartments on the upper floors as detailed in the Redevelopment Project Plan; and providing for an effective date. Plnlsfl 613-backing PRESENTED TO COUNCIL ~.in NOV Z Z ZUll -~ ~~~·· Final Reading ___________ _ ,, f\ti><r.\ild a-o '1 ·-~ BUSTER BROWN City Clerk $~;#sc. !....>