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ORD 40704 - The Breakers TIF redevelopment agreement r r;rJ': ,Nifh. Planning Department 'r I � r- i � i i f'�" r 1 Omaha/Douglas Civic Center � A� try— 1819 Farnam Street,Suite 1100 I Pi -' � t1 ,r' it r ; Omaha,Nebraska 68183 pNam � (402)444-5150 � Telefax(402)444-6140 4, 42 L FBB1L', James R.Thele lam• r V f City of Omaha ' i -.. Director Jean Stothert,Mayor ` April 12, 2016 Honorable President and Members of the City Council, The attached Ordinance transmits a Tax Increment Financing (TIF) Redevelopment Loan Agreement between 415 Leavenworth Street, LLC and the City of Omaha for a redevelopment site at 415 Leavenworth Street. This Redevelopment Agreement implements The Breakers Tax Increment Financing (TIP) Redevelopment Project Plan, which proposes the redevelopment of an 11.5 acre site adjacent to the west bank of the Missouri River,just southeast of Downtown Omaha by converting the former OPPD power plant into a 217 unit residential community, inclusive of on-site parking. The proposed project includes three buildings, each of which will be converted into multi-family, market-rate apartment units. The Redevelopment Agreement authorizes the City's participation in the redevelopment by providing up to $6,200,000.00 to offset TIF eligible expenses such as rehabilitation construction costs, demolition, site work and preparation, architectural and engineering fees, any surveys, and all public improvements as required, which includes $100,000.00 of the TIF allocation towards the improvement of a portion of Leavenworth Street near the project site. The total estimated project costs are $38,445,500.00, but are subject to change as final costs come in. Your favorable consideration of this Ordinance will be appreciated. Respectfully submitted, Referred to City Council for Consideration: /' , / c k- ---74--e-- -3(1 Y/11. /. Ateu,---"--3A)-±;;,44 -ri 3 4.?______ .arnes R. Thele �' Date Mayor's Office Date Planning Director ` T Approved: 0 6' 14/elic.., -7-31.-4;) Steph B. Curtiss ate _ o ert G. Stubbe, P.E. Date Finance Director Public Works Director 2311 dlh ORDINANCE NO. yexr'y AN ORDINANCE approving a redevelopment and tax increment financing loan agreement between the City of Omaha, a Nebraska Municipal Corporation in Douglas County, Nebraska, and 415 Leavenworth Street, LLC, a Nebraska limited liability company, to implement The Breakers Tax Increment Financing (TIF) Redevelopment Project Plan for a project site at 415 Leavenworth Street which proposes the redevelopment of an 11.5 acre site adjacent to the west bank of the Missouri River, just southeast of Downtown Omaha by converting the former OPPD power plant into a 217 unit residential community, inclusive of on-site parking; the agreement authorizes the use of up to $6,200,000.00 in excess ad valorem taxes (TIF) generated by the development to help fund the cost of the project; and providing for an effective date. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA; Section 1. The Mayor is hereby authorized to execute, and the City Clerk to attest, the attached Redevelopment Agreement between the City of Omaha and 415 Leavenworth Street, LLC, a Nebraska limited liability company, to authorize the use of up to $6,200,000.00 in TIF that will be used to offset TIF eligible expenses as allowed by the Community Redevelopment Law, for such expenses as rehabilitation construction costs, demolition, site work and preparation, architectural and engineering fees, any surveys, and all public improvements as required to include $100,000.00 of the TIF allocation towards the improvement of a portion of Leavenworth Street near the redevelopment project site, for a project with total estimated costs of$38,445,500.00, in addition to any other documents necessary or appropriate to implement the Redevelopment Agreement or to consummate the loan. ORDINANCE NO. VCl7L?y PAGE 2 Section 2. Said Redevelopment Agreement contains obligations undertaken pursuant to the Nebraska Community Development Law and Sections 18-2147 through 18-2150, and, are not otherwise obligations of the City of Omaha. Section 3. This Ordinance shall be in full force and take effect fifteen (15) days from and after the date of its passage. INTRODUCED BY COUNCILMEMBER 4t1 APPROVED BY: AYOR OF THE CITY OF OMAHA II • TE PASSED APR 2 6 2016 7^c% ATTEST- APPROVED AS TO FORM: 5/Zs A. Ci lerk of the City of Omaha Da e istant City Atto Date 2311 dlh REDEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and between the City of Omaha, a Nebraska Municipal Corporation in Douglas County, Nebraska, and 415 Leavenworth Street Limited Liability Company, a Nebraska limited liability company. RECITALS: WHEREAS, on February 23, 2016, by Resolution No. 107, the City Council of the City of Omaha approved The Breakers Tax Increment Financing (TIF) Redevelopment Project Plan for a site at 415 Leavenworth Street, which proposes the redevelopment of an 11.5 acre site adjacent to the west bank of the Missouri River, just southeast of Downtown Omaha by converting the former OPPD power plant into a 217 unit residential community, inclusive of on- site parking as shown in Exhibit "A", a site plan which is attached hereto and made a part hereof; and, WHEREAS, The Breakers Tax Increment Financing (TIF) Redevelopment Project Plan recommends allowing up to $6,200,000.00 in TIF that will be used to offset TIF eligible expenses, as allowed by the Community Redevelopment Law, for such expenses as rehabilitation construction costs, demolition, site work and preparation, architectural and engineering fees, any surveys, and all public improvements as required, which includes $100,000.00 of the TIF allocation towards the improvement of a portion of Leavenworth Street near the redevelopment project site, for a project with total estimated costs of$38,445,500.00; and, WHEREAS, this Agreement is a redevelopment agreement prepared pursuant to the Nebraska Community Development Law in order to implement the above-referenced Redevelopment Plan, and contemplates the use of the excess ad valorem taxes generated by such development. - t - IN CONSIDERATION OF THESE MUTUAL COVENANTS, THE PARTIES AGREE AS FOLLOWS: SECTION 1. DEFINITIONS The following terms, whether plural or singular, shall have the following meanings for purposes of this Agreement. 1.1 "Base Year" and "Base Year Valuation" shall mean the year prior to the calendar year that the division of the property tax levied on the Redevelopment Site is to become effective. It is established by the Notice to Divide Tax for Community Redevelopment Project ("Notice to Divide") form prepared by the City of Omaha, which establishes the valuation for the base amount and the calendar year that division of real property tax levied is to become effective. For purposes of this Agreement, the parties agree the Base Year and associated Base Year Valuation shall be established as of January 1, 2016. 1.2 "City" shall mean - the City of Omaha, Nebraska, a Municipal Corporation of the metropolitan class or such successor entity lawfully established pursuant to the applicable provision of the Nebraska Community Development Law. 1.3 "Community Redevelopment Law" shall mean the Community Redevelopment Law of the State of Nebraska(Chapter 18, Article 21, Sections 18-2101, et. seq.), as supplemented by and including Sections 18-2147 to 18-2153, Reissue Revised Statues of Nebraska, 1943, as amended. 1.4 "Director" shall mean the Director of the City of Omaha Planning Department. 1.5 "Division Date" shall mean the agreed upon date after which any ad valorem real estate taxes levied upon the Redevelopment Project and the Redevelopment Site shall be divided by the Douglas County Assessor pursuant to the Community Redevelopment Law and the Notice to Divide. For purposes of this Agreement, the parties agree the Division Date shall be January 1, 2017. 1.6 "Excess ad valorem Taxes" shall mean any ad valorem real estate tax generated by and levied upon the Redevelopment Project and the Redevelopment Site after the Division Date (at the rate fixed each year by or for each of the hereinafter defined public bodies) by or for the benefit of the State of Nebraska, the City, and any board, commission, authority, district or any other political subdivision or public body of the State of Nebraska(collectively "public bodies") in excess of any ad valorem real estate tax generated by the levy on the Base Year Valuation. -2 - 1.7 "Owner" shall mean 415 Leavenworth Street Limited Liability Company, a Nebraska limited liability company. 1.8 "Redevelopment Promissory Note" or "Note" shall mean any obligation issued by the City in the form of Exhibit "B" attached hereto and incorporated herein by reference, which shall be in the principal amount set forth in such Exhibit ("Redevelopment Loan Proceeds") and which shall be repaid from and secured by the excess ad valorem taxes generated by the Redevelopment Project and the Redevelopment Site. 1.9 "Redevelopment Plan" shall mean The Breakers Tax Increment Financing Project Plan approved by the City Council of the City of Omaha on February 23, 2016 by Resolution No. 107. 1.10 "Redevelopment Project" shall mean the redevelopment of an 11.5 acre site adjacent to the west bank of the Missouri River, just southeast of Downtown Omaha by converting the former OPPD power plant into a 217 unit residential community, inclusive of on-site parking as shown on the Site Plan attached hereto as Exhibit"A" and incorporated herein. 1.11 "Redevelopment Site" shall mean the real property legally described on Exhibit "C", attached hereto and incorporated herein. SECTION 2. OBLIGATIONS OF THE CITY The City shall: 2.1 execute and deliver to the Owner at closing the Redevelopment Promissory Note in substantially the same form as that which is attached hereto as Exhibit`B". 2.2 grant Redevelopment Loan Proceeds for TIF eligible expenses, including any public improvements, to the Owner in an amount not to exceed $6,200,000.00. 2.3 establish a special fund as required by Section 18-2147 of the Nebraska Revised Statutes for the purpose of collecting the excess ad valorem taxes generated by the Redevelopment Project and the Redevelopment Site, which excess ad valorem taxes shall be used for no other purpose than to pay debt retirement principal and interest as required by the Redevelopment Promissory Note. Interest on monies in the special fund shall accrue first to debt retirement interest and then to principal. 2.4 ensure that prior to expenditure or disbursement of Redevelopment Loan Proceeds, the following shall be obtained,to wit: -3 - 2.4.1 Owner shall provide the Director with evidence, acceptable to the Director, in their sole discretion, that sufficient private funds have been committed to complete the Redevelopment Project. 2.4.2 Owner shall provide evidence of, and maintain adequate performance and labor materials bonds during the period of construction of the project. The City shall be specified as a co-obligee. 2.5 make payments, as required by this Redevelopment Agreement and the Redevelopment Promissory Note, of the Excess ad valorem Taxes levied and divided by the Douglas County Assessor on or after the Division Date, and held in the special fund called for in. Section 2.3 above, for no more than fifteen (15) years (i.e. thirty (30) semi-annual installments). The City and Owner acknowledge and agree that the Owner shall receive the benefit of the Redevelopment Loan Proceeds, as limited to the TIF eligible expenses allowed by the Community Redevelopment Law, with the understanding that excess ad valorem taxes may not be available for each and every installment or may not be sufficient to fully amortize the Redevelopment Promissory Note issued by the City. SECTION 3. OBLIGATIONS OF THE OWNER The Owner shall: 3.1 complete the Redevelopment Project on or before March 31, 2018. 3.2 cause all real estate taxes and assessments levied on the Redevelopment Project and the Redevelopment Site to be paid prior to the time such become delinquent. 3.3 loan redevelopment funds to the City in the principal amount of$6,200,000.00 as set forth in Sections 2.1 and 2.2, which, when combined with other private funds available, will be sufficient to construct the Redevelopment Project. The Owner agrees to contribute $100,000.00 of the TIF Funds towards the public infrastructure improvement of Leavenworth Street. 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 Redevelopment Loan Proceeds. If the City so requests, the Owner shall, from time-to-time, furnish the City with satisfactory evidence as to the use and application of the redevelopment loan proceeds. 3.3.1 Such loan funds shall be disbursed as provided in Section 2. -4- 3.3.2 Such loan shall bear a 5.25% interest rate. 3.3.3 The principal shall be repaid by the City from the special fund established pursuant to Section 2.3 to collect and hold excess ad valorem taxes, pursuant to the Redevelopment Plan and Section 18-2147 of the Nebraska Revised Statutes, as they become available to the City for such use. To the extent such excess ad valorem taxes are insufficient or unavailable to the City, the loan shall be forgiven and the obligations of the Owner shall remain unaffected. 3.4 provide the City with quarterly progress reports during the construction of the Redevelopment Project and allow the City reasonable access upon written request to Owner to any relevant financial records pertaining to the Redevelopment Project. 3.5 during the period that the Redevelopment Promissory Note is outstanding: 3.5.1 not protest a real estate improvement valuation on the Redevelopment Site certified as of January 1, 2016 or less prior to and during construction; and not protest an anticipated real estate improvement base valuation on the Redevelopment Site certified as of January 1, 2016 plus $33,171,160.00 (excess valuation)] or less after substantial completion or occupancy of the Redevelopment Project. The covenant agreed to herein is for the benefit of, and binding upon, both the City and the Owner and any successors and assigns, but all parties acknowledge that the excess valuation agreed to herein is not binding on the Douglas County Assessor and that any partial or full valuation, as determined by the Douglas County Assessor, may not be an amount sufficient to produce the excess ad valorem taxes required annually to amortize the Redevelopment Promissory Note; 3.5.2 not convey the Redevelopment Site or structures thereon to any entity which would be exempt from the payment of real estate taxes, not apply for exemption of real estate taxes from the county or the state, or cause the nonpayment of such real estate taxes; if the county and/or state award the exemption of real estate taxes, this Redevelopment Agreement and its associated Redevelopment Promissory Note will be rendered void and cancelled; 3.5.3 not apply to the Douglas County Assessor for the structures located upon the Redevelopment Site, or any portion thereof, to be taxed separately from the underlying real property encompassed within the Redevelopment Site; 3.5.4 maintain insurance for ninety percent (90%) of the full value of the structures on the Redevelopment Site; 3.5.5 in the event of casualty, apply such insurance proceeds to the -5 - reconstruction of the Redevelopment Project, to the extent permitted by Owner's mortgage lender; and, 3.5.6 cause all real estate taxes and assessments levied on the Redevelopment Site to be paid prior to the time such become delinquent. The Owner acknowledges and agrees that the real estate taxes levied in the fifteenth year, if any, under this Redevelopment Agreement that become delinquent shall be forfeited and returned to the appropriate public bodies. In the event the Owner violates or breaches any of the agreements, representations or covenants in this section, the Owner may be required by the City, in its sole discretion, to surrender any remaining amount outstanding on the Redevelopment Promissory Note, after reasonable notice and opportunity to cure. Each of the foregoing covenants shall be referenced in a Notice of Redevelopment Agreement to be recorded by the Owner with the Douglas County, Nebraska Register of Deeds within sixty (60) days of the execution of this Redevelopment Agreement. The Owner shall include the same covenants and restrictions agreed to above in any conveyance of the Redevelopment Site, or any portion thereof, including but not limited to, any sale, assignment, sale-leaseback or other such transfer of the property, but shall not be responsible otherwise for the actions of the third parties if these covenants are breached by such third parties if the Owner no longer owns the 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. 3.7 the Developer shall provide the City with a penal bond as may be required by Section 18-2151 of the Community Redevelopment Law. A reasonably sufficient payment and performance bond from the Developer's general contractor or contractors will satisfy this requirement. SECTION 4. PROVISIONS OF THE AGREEMENT 4.1 Equal Employment Opportunity Clause. Annexed hereto as Exhibit "D" and made a part hereof by reference are the equal employment provisions of this Agreement, wherein the "Owner" is referred to as "Contractor". 4.2 Non-discrimination. The Owner shall not, in the performance of this Agreement, discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age, political or religious opinions, affiliations or national origin. -6- 4.3 Captions. Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. 4.4 Applicable Law. Parties to this Agreement shall conform with all existing and applicable city ordinances, resolutions, state laws, federal laws, and all existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. 4.5 Interest to the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City of Omaha shall have a financial interest, direct or indirect, in any City of Omaha Agreement. Any violation of this section with the knowledge of the person or corporation contracting with the City of Omaha shall render the Agreement voidable by the Mayor or Council. 4.6 Merger. This Agreement shall not be merged into any other oral or written Agreement, lease or deed of any type. 4.7 Administrative Amendments. The parties hereto recognize that certain administrative amendments may need to be made to this Agreement in order to carry out the intent of this Agreement and the Redevelopment Plan. The parties hereto recognize that any such minor amendments to this Agreement negotiated and executed by the parties' respective representatives, other than those defined in §18-2117 of the Community Redevelopment Law, shall be considered and treated as administrative in nature and not as a legislative amendment to this Agreement or the Redevelopment Plan. However, amendments of the following types shall be referred to the City Council for approval: (1) Those that materially alter or reduce existing areas or structures otherwise available for public use or access; (2) Those that require the expenditure of $75,000.00 or more of City funds above the levels contained in this Agreement; (3) Those that increase City loans, bonded indebtedness, deferred payments of any types, or other financial obligations above the levels contained in this Agreement; or (4) Those otherwise considered major or material in the reasonable discretion of the City. 4.8 Modification. This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee or other representative of either -7 - party is empowered to alter any of the terms herein unless done in writing and signed by an authorized officer of the respective parties. 4.9 Assignment. The Owner may not assign its rights under this Agreement without the express prior written consent of the City; such consent not to be unreasonably withheld. The Mayor may, without City Council approval, approve, in writing, the assignment of all rights hereunder to a successor entity owned by, or under common control with Owner. Notwithstanding the foregoing, Owner may assign its interest in this Agreement, and the Redevelopment Promissory Note, to an affiliated special purpose entity ("SPE") created for the purposes of syndicating the federal and state historic tax credits that are generated by the Redevelopment Project, and retaining the ownership interest in the Redevelopment Project in connection with the same. Owner shall provide the City with notice of such assignment to the SPE, and shall execute such assignment agreements that the City deems necessary to effectuate the assignment to the SPE. 4.10 Strict Compliance. All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from authorized representatives of the parties. 4.11 This Agreement shall be binding upon the Owner's successors and assigns, and shall run with the land described in Exhibit "C", attached hereto, to the benefit of the City of Omaha. SECTION 5. AUTHORIZED REPRESENTATIVE In further consideration of the mutual covenants herein contained, the parties hereto expressly agree that for the purposes of notice, including legal service of process, during the term of this Agreement and for the period of any applicable statute of limitations thereafter, the following named individuals shall be the authorized representatives of the parties: (1) City of Omaha: James R. Thele Legal Service Planning Director c/o City Clerk City Planning Department Omaha/Douglas Civic Center Omaha/Douglas Civic Center 1819 Farnam Street 1819 Farnam Street, Suite 1100 Omaha,NE 68183 Omaha,NE 68183 (2) Owner: 415 Leavenworth Street Limited Liability Company 2223 Dodge Street Omaha, NE 68102 Attention: Todd Heistand, Manager - 8- Either party may designate additional representatives or substitute representatives by giving written notice thereof to the designated representative of the other party. Executed thisV ay of 40n/ , 2O/ . ATTEST: CITY OF OMAHA: 4ai6"> rty Clerk ofty �4' t� — o / he Cit of Omaha D e Mayor of the City of Omaha D to APPROVED AS TO FORM: 345/t Ass. TY ATTORNE Date 2311 dlh -9- Executed this , day of mwCr _, 20 I (p OWNER: 415 Leavenworth Street Limited Liability Company, a Nebraska limited liability company By: NuStyle Holdings Limited Liability Company, a Nebraska limited liability company Title: Manager By: Name: Todd Heistand Title: Manager STATE OF Iowa ) ) § COUNTY OF Harrison ) Todd Heistand, Manager, NuStyle Holdings Limited Liability Company, a Nebraska limited liability company on behalf 415 Leavenworth Street Limited Liability Company, a Nebraska limited liability acknowledged the foregoing Redevelo ment Agreement before me this Z. day of_Mar , 2011, . Not y Pub i , tate of Iowa My commission expires on 4 31u31-7 iSl CYDNEY JO MEEKER it Commission Number 783451 My Commission Expires rows — . ikt-P12. - 10 - g•• ",•,..-.,;•,„,, ,., ." • D CC, 0 LgE 2 ' * ,.. 4400 orie° * -...•?- :::.;-.. - * Aft..-Alt:.. ye'4 0 . '..;„ , ,„, amlw------- ou;.,,17., ' - TA':40! , .m. ei.w i;;*.17" ----- • ...... _ ..#.- . 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L., 1, , . ii.45....,, _....._,..,,,,T..,,,r,,,, ,., ..„-,...7„:„;.:,...... i-44, -,.,..-... „.„,... ,. . ....,„„.. ...... 14,„ ., ,..,.. ,.,.. - ,,,„.i„,3.„,„:-...,.:-;i..+7;,...-,„„;.,....7.,,,, ,tzt.lr,,,,, :,....r.....7s.v....,,,,t7 / ,„, ...... ..„.,._...„.„ ; ,..r.„....;,,,. ,_ . .. 1.,,,, .,-7; ,v,-.„c„:„5",-;' -4;";"'".'. .,i: V4,,'.3.:ifti",,`',i. / \.,_ ..'.__ 'ra.,-;;.",.-,-;:....7,-,:40.- `;; 1-`-.1,',r,, • �1 ill �� ,�'t 4' -� ...4 ' -, co vi 'Cr 0 EXHIBIT "B" THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE " '33 ACT") AND MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE '33 ACT SHALL BE IN EFFECT WITH RESPECT THERETO AND THERE SHALL HAVE BEEN COMPLIANCE WITH THE '33 ACT AND ALL APPLICABLE RULES AND REGULATIONS THEREUNDER, OR THERE SHALL HAVE BEEN DELIVERED TO THE CITY OF OMAHA PRIOR TO TRANSFER, ASSIGNMENT, SALE OR HYPOTHECATION AN OPINION OF COUNSEL, SATISFACTORY TO THE CITY OF OMAHA TO THE EFFECT THAT REGISTRATION UNDER THE '33 ACT IS NOT REQUIRED. REDEVELOPMENT PROMISSORY NOTE $6,200,000.00 fitr, / , 20/i FOR VALUE RECEIVED, the undersigned, City of Omaha (hereinafter known as "Borrower"), promises to pay 415 Leavenworth Street Limited Liability Company, 2223 Dodge Street, Omaha, NE 68102, Attention: Todd Heistand, Manager ("Holder"), and/or its assigns, the principal sum of Six Million Two Hundred Thousand and No/100 Dollars ($6,200,000.00), together with interest thereon at the rate of 5.25% 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 this 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 .irA day of ,i"i'/ , , by and between the Borrower and the Holder (the "Redevelopment Agreerrfent") 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 Wallstreet 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 and all excess ad valorem taxes generated by the Redevelopment Project, as set forth in the Redevelopment Agreement, have been collected by the Borrower and have been paid, immediately upon being available, towards the retirement of the amounts due hereunder, then, at such time as no further payments are required under the terms of the Redevelopment Agreement, the Holder shall waive any unpaid portion of the principal and interest due upon written request of the Borrower. 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. 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 • fix:* y,41.06,4 Mayor of the Cityof Omaha Date y ATTEST: APPROVED AS TO FORM: Cit lerk oft e City of Omaha Da flssi. City Attorne Date - 2 - EXHIBIT LEGAL DESCRIPTION THAT PART OF LOT 2, POWER STATION, A SUBDIVISION, AS SURVEYED, PLATTED AND RECORDED IN DOUGLAS COUNTY, NEBRASKA, DESCRIBED AS FOLLOWS: (SEE ATTACHED SHEET FOR COMPLETE LEGAL DESCRIPTION.) LEGEND Cb BOUNDARY LINE ---------- LOT LINE 0 150 I 1 ------------I l CENTRAL PARK EAST REPLAT 2 1 178.42' p198.67'------\ N87'42'20"E I N8T38'14"E An.,, POINT OF BEGINNING- ' r., R=2805.93' S18'46'501 ! CH=145.82' Ci ' L=145.84' z 14 P P (A N `°g ci G �N r 0 O CO 0 34 15 159.69' �` �+ LEAVENWORTH STREET N �J N�� = 17(xi o ' t RIGHT OF WAY VARIES r-at OR 350134 SQ. FT. c -; 1+1 OR 8.038 ACRES co o O -- -- S42'15'11"W 64.90' N41'02'49"W ' -- ' yA 54.71Y8T45'O6 .71' v� iko 1 4 r� NO2'30'46"W 1 N �i•'C' 46.78' !f7 E-'w S8T45'06"W c� G' i Wei 57.18' N ---J E"'Qrn I V� `'4 --—' 1 N4T37'32"W 32 N4'22 28"E ,Xi � ' 43.00' "6 'co �' E- I Q w 8 E' N4T37'32"W o --.... n; cn 1 LOT1 59.96' -al v J -J I___— qd -- - '32"W MARCY STREET 1--- -- --—--— 6 S8439.16' RIGHT OF WAY VARIES y `, I --I LOT 3 LAMP RYN EARSO N 471 0 West Dodge 402.496.2498 I P 1Omaha, Nebraska 68154�027 Suite100 402.496.27301 F ' & ASSOCIATES . www.LRA-Inc.com drawn by I designed by I reviewed weMRd by I project01 -task 0 number mber I 03 3 date16 book and page revisions EAMpath filename L:\Engineering\01 14003\SURVEY\DRAWINGS\RECORD\14003E208-EXHIBIT.dwq Legal Description E208 That part of Lot 2, POWER STATION, a subdivision,as surveyed, platted and recorded in Douglas County, Nebraska,described as follows: Beginning at the northwest corner of said Lot 2; Thence North 87°42'20" East(bearings referenced to the Final Plat of POWER STATION)for 178.42 feet on the north line of said Lot 2; Thence North 87°38'14" East for 198.67 feet to the east line of said Lot 2; Thence on said east line for the following five(5) courses. 1. Thence South 25°50'32" East for 43.80 feet; 2. Thence along a curve to the right(having a radius of 2805.93 feet and a long chord bearing South 18°46'50" East for 145.82 feet)for an arc length of 145.84 feet; 3. Thence South 11°36'46" East for 80.02 feet; 4. Thence South 09°55'58" East for 272.90 feet; 5. Thence South 18°36'17" East for 245.51 feet; Thence South 87°52'32"West for 439.16 feet to the west line of said Lot 2; Thence on said west line for the following thirteen (13)courses. 1. Thence North 02°59'47"West for 136.57 feet; 2. Thence North 47°37'32"West for 59.96 feet; 3. Thence North 42°22'28" East for 32.00 feet; 4. Thence North 47°37'32"West for 43.00 feet; 5. Thence North 02°30'46"West for 46.78 feet; 6. Thence North 41°02'49"West for 29.71 feet; 7. Thence South 87°45'06"West for 64.90 feet; 8. Thence South 42°15'11"West for 54.71 feet; 9. Thence South 87°45'06"West for 57.18 feet; 10. Thence North 47°44'49"West for 56.71 feet; 11. Thence North 02°26'56"West for 112.37 feet; 12. Thence North 87°51'50" East for 159.69 feet; 13. Thence North 02°40'35"West for 349.04 feet to the Point of Beginning. Contains 350,134 square feet or 8.038 acres. 3/11/2016 LAMP, RYNEARSON &ASSOCIATES, INC. L:\Engineering\0114003\SURVEY\TEXT\Legal Description E208.docx EXHIBIT "D" EQUAL EMPLOYMENT OPPORTUNITY CLAUSE During the performance of this Agreement, "Provider"agrees as follows: (1) Provider shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, sexual orientation, gender identity, disability or national origin. Provider shall ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex, sexual orientation, gender identity, or national origin. As used herein, the word "treated" shall mean and include, without limitation, the following: recruited, whether by advertising or by other means; compensated; selected for training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated. Provider agrees to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. (2) Provider shall, in all solicitations or advertisements for employees placed by or on behalf of Provider, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, sexual orientation, gender identity,. or national origin, age, disability. (3) Provider shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of Provider's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) Provider shall furnish to the City Contract Compliance Officer all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations, and including the information required by Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the City Contract Compliance Officer shall be those which are related to Paragraphs (1) through (7) of this Exhibit and only after reasonable advance written notice is given to Provider. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) Provider shall take such actions as the City may reasonably direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event Provider becomes involved in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, Provider or the City may request the United States to enter into such litigation to protect the interests of the United States. (6) Provider shall file, if any, compliance reports with Provider in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the City Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices, policies,programs and statistics of Provider. (7) The Provider shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each sub-Provider or vendor. fri7/'sc" 914 ORDINANCE NO. gG.7Og AN ORDINANCE approving a redevelopment and tax increment financing loan agreement between the City of Omaha, a Nebraska Municipal Corporation in Douglas County, Nebraska, and 415 Leavenworth Street, LLC, a Nebraska limited liability company, to implement The Breakers Tax Increment Financing (TIF) Redevelopment Project Plan for a project site at 415 Leavenworth Street which proposes the redevelopment of an 11.5 acre site adjacent to the west bank of the Missouri River, just southeast of Downtown Omaha by converting the former OPPD power plant into a 217 unit residential community, inclusive of on-site parking; the agreement PRESENTED TO COUNCIL authorizes the use of up to $6,200,000.00 in excess ad valorem taxes (TIF) generated by 1st a ng APR 2 2016 — Plr��1� the development to help fund the cost of the /Oa' r� project; and providing for an effective date. Hearing APR 1 9 2016 2311 dlh PUBLICATIONS Final Reading APR 2 6 2016 PUBLICATION OF HEARING Passed 7-0 Date H - 15 - 16 BUSTER BROWN PUBLICATION OF ORDINANCE City Clerk Date 5- 6- 1