ORD 38101 Metro OBGYN TIF AgreementCity of Omaha
Mike Fahey, Mayor
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Honorable President
April 22, 2008
Planning Department
()maha/Oouglas Civic Center
1819 Farnam Street, Suite 1100
()maha, Nebraska 68183
(402) 444-5150
Telefax (402) 444-6140
Steven N. Jensen, AICP
Director
and Members of the City Council,
The attached Ordinance transmits a Redevelopment Agreement between the City of Omaha and
S & R Develofment, LLC for the Metro OBGYN South Omaha Medical Campus located at
3213 South 24' Street, Omaha NE.
The project provides for the development of the Metro OBGYN proposal to have a state of the
art expanded Family Practice Medical Clinic facility with doctors, surgeons, an imaging center,
an Ophthalmologist with an optic shop and a dentist for assembling a complete multilingual
specialty medical destination in South Omaha that will become a magnet for patients of all
heritages and ethnic backgrounds. The Ordinance implements the project plan approved by the
Planning Board and City Council.
The Agreement authorizes the use of Tax Increment Financing (TIF) as a tool to assist in
financing the total project cost of $2, 187,950.00. The TIF eligible expenses associated with the
project are estimated at approximately $1,938,550.00. The developer has requested the
maximum available sum up to $487,500.00 in TIF that will be repaid from the increase in taxes
generated as a result of project completion. The project is in compliance with Nebraska
Community Development law and appropriate City of Omaha Ordinances.
Your favorable consideration of this Ordinance is requested.
Sincerely, Referred to City Council for Consideration:
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PLNLSF I 088-cover letter
Date Mayor's Office Date
I/ I <1-t.,&
Date
ORDINANCENO. (3f/{)/
AN ORDINANCE to approve the Tax Increment Financing (TIF) Redevelopment Loan
Agreement between the City of Omaha and S & R Development, LLC, a Nebraska
Limited Liability Company for the development of the Metro OBGYN South Omaha
Medical Campus located at 3213 S. 24th Street, which includes tax increment financing of
$487,500; and providing for an effective date.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
Section I. The Mayor is hereby authorized to execute, and the City Clerk to attest, the
attached Tax Increment Financing (TIF) Redevelopment Loan Agreement with S & R
Development, LLC, 13404 Bedford Avenue, Omaha NE 68164 to implement the approved S &
R Development, LLC/Metro OBGYN Tax Increment Financing Redevelopment Project for
Metro OBGYN South Omaha Medical Campus that is located at 3213 South 241h Street, Omaha
NE and other facilities as may be required including any other documents in connection with the
Redevelopment Agreement necessary or appropriate to consummate the loan.
Section 2. Said Redevelopment Agreement contains obligations undertaken pursuant to
the Nebraska Community Development Law and Sections 18-2147 through 18-2150; and are not
otherwise obligations of the City of Omaha.
ORDINANCE NO. _.,...Q.,,_'l~J0"--1---J
Page 2
Section 3. 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:
PASSED MAY 1 3 -·7 -o
ATTEST:
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DEPUTYCITYCLERKOFTHECITYOF OMAHA DATE
APPROVED AS TO FORM:
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PLNLSF 1088-ordinance
REDEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between the City of Omaha, a Nebraska
Municipal Corporation in Douglas County, Nebraska, and S & R Development, LLC, a Nebraska
Liability Company for the development of a (1) state of the art expanded Family Practice
Medical Clinic facility with doctors, surgeons, an imaging center; (2) an Ophthalmologist with
an optic shop; and, (3) dentist, for assembling a complete multilingual specialty medical
destination in South Omaha that will become a magnet for patients of all heritages and ethnic
backgrounds.
RECITALS:
WHEREAS, on June 26, 2007 the City Council of the City of Omaha approved the S & R
Development, LLC/ Metro OBGYN Tax Increment Financing Redevelopment Project Plan.
WHEREAS, S & R Development, LLC/Metro OBGYN intends to· develop the Metro
OBGYN proposal which shall include a(!) state of the art expanded Family Practice Medical
Clinic facility with doctors, surgeons, an imaging center; (2), an Ophthalmologist with an optic
shop: and, (3) dentist; and,
WHEREAS, the Metro OBGYN proposal provides for the assembly of a complete
multilingual specialty medical destination in South Omaha that will become a magnet for
patients of all heritages and ethnic backgrounds; and,
WHEREAS, this Agreement between the parties is prepared pursuant to the Nebraska
Community Development Law in order to implement the above-referenced Redevelopment Plan
and provides for the use of the excess ad valorem taxes generated by such development.
IN CONSIDERATION OF THESE MUTUAL COVENANTS THE PARTIES AGREE
AS FOLLOWS:
1. I
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. 6 -"J<cc\(~\'elopn1enl t~oU? ('1'1F Funcls/'!'fF !)rocced:;)'' shn!I lil~~·.1:1 i1ny CJbli[!<ltion
isstu: .. J li) .. the ('.i!y :·11:d s(~curc•.I by t:1 .. : exce.~s D:-1 ~:.~1.l~!X~JJ~ inx1.~:-; genr:-rCltcd \vitl!in
111:.: l;c:C:._:'/C'\,.1:1rncnt Sil'~'.
I.'/ "l'xcess .2cl v;rlory!l} t<ixes" shcill mean ihe <Jclcli1ion1I rc:1I cstn!c propr.rly 1:1xes
~J,1."nr:·r0!ed b:' li1i:; 1Zeclevelopn1ent Project purslltllll to ~:ection ! 8-2117 o!' the
><\·hra~;kn l\evised St81u!c>.-:.
';!~(:TTON 7. ODL!CJ/;T!Ot!S OfTHECITY
:1. I I ·::.:'Xt1 le ;in<! cit I iver !o : : 1c I lcvelopct' nl closing 1 he Redevelopment Note ill
:;11bstantially the same torm as the copy attached hereto cs Exhihit "C".
') (Trant !Zecievelop1nent r,oeln proceeds to the f)eveloper up to 1he s11n1 of
·f:487.500.0() to cover eligible acquisition, demolition, site preparntion, public
imnrovements and rehabilitation cosls.
2.~i Pay deht retirement principal m1d interest from the Excess Arl Valorem Taxes
(TIF tax proceeds). Jnterest on monies in the special fund shall accrue first to
debt retirement interest and then to principa I.
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)Ji.\ t)~.:vclnp1.:l' ~:1~111 1-:t\1vic'.1_· 11:-.:-l)irc1.:lo:· \\'ith c\·idl.'llC\.\ ~icccplnhlc to 111 1
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!".cLk .. ··.'L"lop1n::.·11~ Fl\)j,~·c·l i:\ t:1,,,: ci:1H1u1t1. :;u!J1c11_'nl [,-i '~·~1;npL.:1 ... : tih .. ~
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c·1:1rJ i:1bnr rn:1 1~e1·i<1L; l·;onr:;s (_lurin:_! the pr~·rincl n!' cnn;:;1.ruc.tiun ol' thc pro_icct.
·:Le C'itv sh:11l L~ ~~pecitied C!_,-; :1 co-ob!igc1..·.
c·'··' 1·· I l' ' . 1 ,. 1 1 " . '" ~ ""' 1. ' 'I [ ' " . I St I I ' .-·.stCI) 1:111 C1 sp~c1:1 1ur:c unc :.:-r ><'Z'~!·Jli l u··-~ J ·i I 0 1:1c ! \e 1n.1SK:J h.l?V!SCC I ·all 't'S
!'er ll1r__; [llll"j!Cl:·:C ui' C\i]li_~cting 1!-1·~ 1~':'\C\.'~i~~ !i'.) -~'--~tl.0J~t'-_!_~l (J:-\1 :~-; tC'll'~°>:i'(l\"ed by ih::
!Zccle·vi::.lop1T1e-nt Project. :\/lonies col:cct-r:'.\.1 ~:nd h1;.ld i11 tllL~ spc 1:i~il !'und sh~i!1 L:-_~
c.:-;::J j~i:· i,O puq~O:--;< o'.hcr th~1n il1 t\:-pd)" []11? ]·Z·...'.zl,~·Vl.'lOjllllC'l"il J .(l'.:ll.
The Developer shall:
3.1 complete the l~edevelopment l'rojecl on or before December J l, 7008, creating an
inr:i'c1~~c i11 re·1l property t·1xnL!e l):lS'~ by rens:Jn of s 1Jch construction of nt least
:; l ,S'iO_ \ L_/'~.l:d.
,~·m1se all re:1l estate t:ixes and ass<"ssments levied on the Redevelopment l'roject to
be paid prior to the time s11ch become delinquent, except as provided in Section
:; _ _s, be]O'.\".
:1.,, lom1 redevelopment funds to the City in the principal amotmt of $487,500.00 as
set forth in Section 2. l, which, when combined with other private l'unds available,
will be sufficient lo constrnct ihe l~C'rleveloprnent l'rnjecl. l·:xerntion and c\elivery
or· tl'e F.edeveloprnent l'ro111issory Note skt!l be at closine-which shall be as soon
:,s J'cc:1son1hiy possible :tih:r ex•x11!;011 of thi<: i.\g,-eemcr.l but not more than ()0
clays 1!ierenlicr. Al closing, the loan to he c:crnrnplishec! by this Section nnd the
nhlig81ion of the Citv to use the reclevc!oprnent lnnn prnceecls for redevelopment
purposes under Section ? .. 2 may be nccornplishecl by ol'i:sel so that the Developer
retains the lo:in proceeds. 1 l'the City so requests, the developer shall, l'rom time to
time, h1rnish the City with satisfoctory evidence as to the use and application of
the redevelopment loan proce<"ck
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3.3.3
Such loan funds shall he dishnrsed as provided in Section~'..
~)11ch lo:in shall beman interest rate not to exceed 5.2.5% per annum.
The principal shall be repaid by the City from the special fond established
pursuant to Section 2.5, as excess ad valorem taxes, pursuant to the
Redevelopment Pinn and Section 18-2147 of the Nebraska Revised
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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 shall provide the City with quarterly progress reports during the redevelopment
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 (TIF Funds) is outstanding, (I) not
protest a real estate improvement valuation on the Redevelopment Site of
$1,830,192.00 inclusive of the base valuation of $274,600.00 for a total value of
$1,830, 192.00 after substantial completion or occupancy of the medical facility;
(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 Developer
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 developer 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 such third parties breach these covenants if the
Developer 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 Developer.
SECTION 4. PROVISIONS OF THE CONTRACT
4.1 Equal Employment Opportunity Clause. Annexed hereto as "D" and made a part
hereof by reference are the equal employment provisions of this contract, wherein
the "Developer" is referred to as "Contractor".
4.2 Non-discrimination. The Developer 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.
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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 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 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 avoidable 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 Developer 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 Developer.
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 Developer'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
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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:
Steven N. Jensen, AICP, LA
Director City Planning Department
Omaha/Douglas Civic Center
1819 Farnam Street
Omaha. NE 68183
(2) Developer:
S & R Development, LLC
a Nebraska Limited Liability Company
13404 Bedford Avenue, Omaha NE 68164
Legal Service
clo 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.
Executed this _LAay of 71f;.y , 2008.
ATTEST:
clmafa ~ a-/o-os
DEPUTY'ITY CLERK OFTH CITY OF OMAHA
Executed this _jL__ day of !ft;r," / , 2008.
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CITY OF OMAHA:
By: Dr. Jorge Sotolongo, Member
S & R Development, LLC, a Nebraska
Limited Liability Company
ST ATE OF NEBRASKA )
)§
COUNTY OF DOUGLAS )
Dr. Jorge Sotolongo, Member, S & R Development, LLC, by and for S & R Development, LLC,
a Nebraska Limited Liability Company on behalf of S & R Development, LLC, a Nebraska
Limited Liability Company, acknowledged the foregoing Redevelopment Agreement before me
this _LL day of /1 ~ '2008.
PLNLSFI 088
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GENERAL NOT ARY • State of Nebraska
'II, SUSAN JOY LOEWE
My Comm. Exp. Sept 1, 2010
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TAX INCREMENT FINANCING BOUNDARY
METRO OBGYN S &: R D£VELOPMENTS L_L_C
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O'.) ~ \.-CJ SURVEYOR'S CE:R.rIFICATION I HEREBY CERTIFY THAT A BOUNDARY SURVEY WAS MADE UNDER MY DIRECT SUPERVISION fOR THE SUBDIVISION DESCRIBED HEREIN ANO n1Ai PERM/\N[NT ~,o.,RKERS HWE BEt.N FOUND OR SEl AT ALL CORNERS OF SAID BOUNDARY AND AT ALL LOT CORNERS WITHIN SAID SUBDIVISION TO BE KNOWN "5 LOTS 1 THRU 5, INCLU$1VL -0 ,.; SOUTh OIAAHA MlDICAL CAMPUS, BEING A PL/I.DING QI' PART or TAX LOTS 25. 26 AND 27 IN THE SW\/4 or THE NWl/4 OF SECTION .34. T15N. R13E or THE ,,j-6TH p !.!., DOUGLAS cou .... TY, N<:flRASK.A. ALL MORE PART>CULARLY DESCRIBED A$ rouows, C0Mt.1ENC•NG AT THE r<w CORNER OF SAID TAX LOl 25, a:'. THENCE SOUTH (ASSUMED SEARING) JJ 00 FEET ON T>1E WEST LINE OF SAID TAX LOT 25, :i ~ ~ THENCE 58':1'58'07"'( 93 32 FEET ON A LIN[ 33 00 FEET SOUTH Of AND P.o.RALLEL WITH TH( NORTH LINE OF SAID TAX LOT 25 AND ON THE SOUTH UN[ OF VINTON -°" -., 1 STREET TO THE POINT OF BEGINNING, SAID POIN1 BEING ON THE EAST LINE OF T'iE WEST 93 00 FtET OF SAID TAX LOT 25: Ii; THENCE CONTINUING S89.58'07"E 206 93 FECT ON A LINE 33.00 FEET SOUTH Of ANO PARALLEL WITH THE NORTH LINE OF SAID TAX LOT 25 ilNQ ON TH[ SOUTH z ~ L!NE OF VINTON STREET TO THE EAST LINE OF SAID TAX LOT 25: ';:l w ~ v; THENCE S00'07'09'\\r 259 47 FEE"T ON THE EAST LIN[ OF SAID TAX LOTS 25 ANO 26 TO Tl1E S[ CORNER OF SAAD TAX LOT 26: [;l ~ ~ ~ J: ! THENCE S89'51'42"W 9000 FHT ON THE SOUTH LIN[ OF SAID TAX LOT 26, THENCE S00'07'09"W l 12 20 FEET ON A LINE 90 00 FEET WEST OF ANO PARALLEL WITH THE EAST LINE OF SAID TAX LOTS 27 TO A PO•NT 33.00 FEET NORTH OF THE SOUTH l~N[ OF SAID TAX LOT 27, SAID POINT BEING ON THE NORTH UN[ Of DEER PARK BOUL[VARO: ~ .. _ _. __ ---·51'42'W 176.48 FED" ON A LINE 3300 FEET NORTH OF ANO PARALLEL WITH THE SOUTH LIN[ or SAID TAX LOT 27 TO I~ :g SOUTH OMAHA MEDICAL CAMPUS A POINT ]3.00 FEET EAST OF THE WESf LINE OF SAAD TAX LOT 27. SAID POINT 8EING ON THE [AST LINE or 24TH STREET. THENCE NORTH 260.26 FEET ON A LINE 3J 00 FEET EAST OF ANO PARALLEL WITH THE WEST UNES OF SAID TAX LOTS 25 ANO 77 AND ON THE (AST LINE OF 24TH STREET TO lHE SOUTH LINE OF SAID TAX LOT 25 ,,,~··,; .., . ...,... -... ~ '"' ..: LOTS 1 THRU 6, INCLVSIVE ,~ BEING A PlATilNG OF PART OF TAX LOTS 25, 26 ANO 27 IN THE SW1/4 OF THE t-IW1/4 OF / ! SECTION 34, T15N. R13E Of THE 6TH P.1.1., DOUGLAS COUNlY, NEBRASKA.. ~· ml CORNER OF TA.X LOT 25 NE CORNt:J\ or TAX I nT 75 'L (COMMENCING POlt-rr} 7 : VINTON STREET i ~b --------(60-coorwio[Ric>IT-or-wAY) ___ T_ -1-~--' 510 ol o· 20· <:o' 0'~ :::; SCAL[ IN F[[T ln~sa9·se·o1·E 93.32' seg-se'o7"E 206.93' ,..., ' ---!-~--~-40.08 Jb. 50.00 '90. 116.65' • ---1 I O °? °? . .J'-POINT or,' BEGINNING • Y,;_ q,, ~ . ..r I ~~· .• ··r--! =o . 0 PART OF W ;:j ~ 2 & TAX ~CT 25 • ::: l N 2 N " ~ 4.497 ;:: S,610 1 8 SO FT SO FT I I 0 i ~ sa9·ss·o1"E 60.19' . .; " 4J> '40.0B' ... 1!'.>0.27' .J-.Po. ":>'\ o~. " 50.00' ~. >-----------SUBLCT TAX LOT 74 it~-- -J3 oo· -;,_ o,_ l' l': SUBL01 2 T,\X LOT 24 rl>-w ! 3i w i J. ~'~ "' I ,, '~ lw 'D ' 3' ~Ir :.e NI :g 1~ ' ., 0 ~ "'k··' N '>' g 'b4 N tlb ~ g ·"<} _.,, 3 39,173 SO FT 266.82' 4 1J,J38 SQ r 'b. ,,_ ,,_ t-... -------0 b 0 ~ SU BLOT TAX LOT 24 SUBLOT 4 TAX OT 24 . l-----~-------8 "'o. g -:,_ SUBl.OT 5 TAX LO' 2" 'bq, 266.71' ,,_ ll ol 100.00· '.\. 76.71' .~ sa9"s1·•2"'W 90.00· I ":>.:.'" .;.-r I SU61 OT 6 TAX LOT 2~ 5 11,220 SQ n •• I •• E I 1--• .... sus1_0T b I 6 2 ~ TAX LOl 24 ~ _8,594 ~ ~ SU8LOT 3 11 oQ F' -~ 'T COT r :-----------~ • .p 0 I SU8LOT 8 .1< ,,;.-0._,. ln , lAX LOT 24 ":>... <:!... ~. I 'b4 100.00· 'bd, 76.48' ~>. - - _ J _ --· . --{-S89"51'42"'W 176.-48' SW CORNER OF ·g L·_T~x_:1_ ~~-_ D_E ~~---~_:'~~.__)__ 8 0 ~.!:_EVA RD ( 1 OB FOOT WIDE RIGHT-Of-WAY ) , SE CORNER OF __ 1,C~~x~T 27 THENCE ssg·ss'Qr[ 50 t9 >EET 0" THE SOUTH Ll"'E or SAID TAX LOT 25 TO THE EAST LINE OF Tr'[ WEST 93 00 FEET OF SAID TAX LOT 25, THENCE NOO'OJ'59'.E 112 20 FEET ON TH[ EAST LIN[ Of THE WEST gJ 00 FEET or SAID TAX LOT 25 TO THE POINT or BEGINNING MARCl-1 17, 2007 DATE DEDJCATION ' ' ' ' ~ u.---~ " ·_< ' ~ ,_~ ................ -.:o D. .. ~·-· ... ,,,,,,,,, JAMES Q_ WARNER. NEBRASKA RLS 308 KNOW All. MEN BY THESE PRESENTS; THAT WE, S & R DEVELOPMENT, L.L.C., A NEBRASKA LIMITED LIA81LIT'Y COMPAN"Y ANO SOUTH OMAHA ENTERPRISES LL C A NEBRASKA LIMITED LIABILITY COMPANY, BEING THE OWNERS OF THE LANO Q[SCRl8£D WITHIN TH[ SURVEYOR'S CERTIFICATE ANO EMBRACED WITHIN THIS PLAT. HAVE CAUSED SAID LANO TO BE SUBDIVIDED INTO LOTS TO BE NUMBERED AS SHOWN. SAID SUBDIVISION TO BE HEREAFTER KNOWN AS SOUTH OMAHA MEDICAL CAMPUS. AND WE DO HER[BY RATIFY ANO APPROVE OF THE DISPOSITION or OUR PROPERTY "5 SHOWN ON THIS PLAT AND WE HEREBY GRANT A PERP[TUAL EASEMENT TO THE OMAHA PUBLIC POWER DISTRICT. QWEST CORPORATION ANO ANY COMPANY WHICH HAS BEEN GRANTED A FRANCHISE TO PROVIDE A CABLE lEL[VISION SYSTEM IN THE AREA TO BE 5UBOIVIDEO. THEIR SUCCESSORS .&.ND ASSIGNS, To ERECT, OPERATE. MAINTAIN, REPAIR, ANO R£N[W POLES, WIRES, CROSSARM$, DOWN GUYS AND ANCHORS, CABLES, CONDUITS ANO OTHER RELo..T[D FACILITIES ANO TO EXTEND THEREON WIRES OR CABLES FOR Tl1E CARRYING ANO TRANSMISSION OF ELECTRIC CURRENT FOR LIGHT, HEAT, A.ND POWER FOR THE TRANSMISSION OF SIGNALS ANO SOUNDS Of ALL KINDS ANO Tl'E RECEPTION THEREOF, INCLUDING SIGNALS PROYIOEO Bi' A CABLE TELEVISION SYSTEM ANO THEIR RECEPTION, ON, OYER, THROUGH, UNDER ANO ACROSS A FIVE (5') FOOT WIDE STRIP OF LANO AtlUnlNC A.LL FRONT ANO SIDE BOUNDARY LOT LINES ANO AN [IGHT (8') FOOT WIDE STRIP OF LANO ABUTitNG THE RU.R BOUNDARY LINES NO PERMAN[Nl BUILDINGS, TREES. RETAINING WALLS OR LOOSE ROCK WALLS SHALL BE PLACED IN SA.10 EASEMENT WAYS. 8lJT THE SAME MAY 8[ USED FOR GARDENS, SHRUBS. LANDSCAPING, SIDEWALKS. DRIVEWAYS ANO OTHER PURPOSES THAT 00 NOT THEN OR LATER INTERFERE WITH TH[ AFORESAID USES OR RIGHTS HEREIN GRANTED. WHERE OCCUPl[O 8Y AN EXISTING BUILDING OR OTHER PERMANENT FACILITY. THE EASEMENTS GRANTED IN THIS DEDICATION SKALL BE REDUCED TO THE DISTANCE BETWEEN THE EXISTING 8UILOING OR FACILITY ANO TI--IE PROPERTY UN[ S a: R DEVELOPMENT LLC., SOUTH Ow.HA. om:RPRISC> LLC., A NEBRASKA LIMITED UABILil'Y COMPANY A NEBRASKA LIMITED LIABILITY COMPANY "' " OR JORGE F SOTOLONGO, PRESIDENT DR JORGE F SOTOLONGO. PR[SIO[NT -".CKNOWLEDGEMENT OF NOT ARY 26AJ~~FOFN~O~~~) )• s THE FOREGOING DEDICATION WAS ACKNOWLEDGED BEFORE ME THIS __ OA'Y OF APRIL. 2007 BY JORGE F SOTOLONGO. PRESIDENT or s & R Q[VELOPM(NT LL c. AND SOUTH OMAHA ENTERPRISES l l-C' NEBRASKA LIABILITY COMPANIES. ON BEHALF OF SAID COMPANIES COUNTY TREASURER'S CERTIFICATE NOTARY PUBLIC TrllS IS TO CERTIFY THAT I FINO NO REGULAR OR SPECIAL TAXES. DUE OR DELINQUENT, AGAINST THE PROPfRTY DESCRIBED IN THE SIJRVE'YOR'S CERTIFICATE AND EMSRACEO WITHIN THIS PlAT, AS SHOWN ON THE RECORDS OF THIS OFFICE. THIS ____ DAY or 2007 DEPUTY DOUGLAS COUNTY T'lEASURER APPROVAL OF CITY ENGD<'EER 1 "IEREBY APPROVE THIS PLAT OF SOUTH OMAHA MEDICAL CAMPUS ON THIS----DAY OF-----2007 CITY ENGINEER I HEREBY CERnFY THAT ADEQUATE PROVISIONS 1--IA.V[ BEEN MADE FOR COMPLIANCE WITH CHAPTER 53 OF THE OMAHA MUNICIPAL COO[ OATE CITY ENGINEER APPROVAL OF Ol\1AHA CITY PLANNING BOARD THIS PlAT OF SOUTH mJAHA MEDICAL CAMPUS WAS APPROVED SY THE QMAH,1. CfTY PLANNING SOARD THIS --DAY o~---· 2007 APPROVAL OF OMAHA CITY COUNCIL Cf-IAIRMAN TH!S PlAT OF SOUTH OMAHA MEDICAL CAMPUS WAS APPROVED ANO ACC[P1EO BY THE OMAHA CIT'!' COIJNCIL THIS DAY OF MAYOR 2007 ---PRESIDENT CITY CLERK REVIEW BY DOUGLAS COUNTY ENGINEER THIS PLAT Of' SOUTH OMAHA MEDICAL CAMPUS WAS R[VIEWEO BY THE DOUGLAS COUNTY ENGINEER'S OFFTCE DATE DOPl'l.A~ l'OlJNTY ENGINEER u .:I ..: u .... Q >'! :E 0: ,_l ..: ~ '"' <I--~ 0 ~ ,... p 0 VJ 0 z -' ~ ~ 8 ~ ~~I~ .... ~ "''@ Q ;) ~I~ Q If) '.2 ~ ~ 'Clo:: I e oO ; S3 i -' ~ ffi ~ i·I ~ ~ ~ ~'I'! w ~ g ~ ·~~ ~ ~ c_ifi~l1~* z In::; 0 g ~ § ! ~ :l<e>:::: ~ ~ ~ ;; .::; 0 ~ T 0 0 'i'. :c ~ .. " p 1436-106-1
EXHIBIT "C"
REDEVELOPMENT NOTE
THIS NOTE 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 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
$487,500.00 ' 2008
FOR VALUE RECEIVED, the City of Omaha, Nebraska ("Borrower"), promises to pay
S & R Development, LLC a Nebraska limited liability company, whose address is 13404
Bedford Avenue, Omaha NE 68164 (the "Payee"; the Payee, together with any subsequent
holder(s) hereof, hereinafter collectively referred to as the "Holder") the principal sum of Four
Hundred Eighty Seven Thousand 00/100 Dollars ($487,500.00), together with interest thereon at
the rate of five and one quarter (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 ;3-<l day of ~,Y , 2008 by and between the city of Omaha,
Borrower, and S & R Development, LLC and I or the Holder (the "Redevelopment Agreement"),
are collected by the City of Omaha and available for the retirement of the debt evidenced by this
Note.
In the event of default under this 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 TierOne Bank, 3707 N 1441
h Street Omaha, NE 68116-
4201, its successors and/or assigns, ("Lender"), 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 lo the Redevelopment Agreement arc
insufficient to pay in full all amounts due and owing at a date fifteen (15) years from the
effective date of the S & R Development, LLC, a Nebraska limited liability company, whose
address is 13404 Bedford Avenue, Omaha NE 68164, Tax Increment Financing Redevelopment
Project Plan, 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 said date fifteen (15) years from the effective date of the S & R Development, LLC, a
Nebraska limited liability company Tax Increment Financing Redevelopment Project Plan, the
Holder shall waive any unpaid portion of the principal and interest due upon written request of
Borrower.
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.
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 hereunder by Borrower.
Demand, presentment, protest and notice of nonpayment under this Note are hereby
waived.
No delay or omission on the part of the Holder in exercising any remedy, right or option
under this 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 Note to the Borrower or the Holder shall be in writing and
shall be given by hand delivery, commercial courier service which provides a written delivery
receipt, or certified mail to Borrower in care of the Omaha City Finance Director at his official
office address and to the Holder at its address set forth above or at such other address as Holder
may designate by notice in writing.
This 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, NEBRASKA, a municipal
corporation
By: ~ ~.e~,...-=~:;--6-0E'
Mayor of the City of-:lha
ATTEST: APPROVED AS TO FORM:
-L ~{~~./ s:.1s-o.!~~ 2t7 Lll•Y(o~ /J~f. City Clerk of the Cit; of Omaha ~\.-City Attorney
PLNLSFl 088-note
EXHIBIT "D"
EQUAL EMPLOYMENT OPPORTUNITY CLAUSE
During the performance of this contract, the Program Provider agrees as follows:
(!) 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 USCS 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.
(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 -
COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT
THIS COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT, dated the 7th day of
May, 2008 ("Assignment"), from S & R Development, L.L.C., a Nebraska limited liability company,
13404 Bedford Ave., Omaha, Nebraska 68164 ("Assignor"), to TierOne Bank, a federally chartered
savings bank, 1235 N Street, Lincoln, Nebraska 68508 ("Assignee").
1. The City of Omaha has issued and delivered to Assignor its Redevelopment Promissory
Note dated l2fa v Ai'" , 2008 in the principal sum of $487,500.00 ("Redevelopment Note"),
pursuant to ~6rnvisions of the Redevelopment Agreement dated ~ h.3 , 2008
("Redevelopment Agreement") entered into between Assignor and the City ofO ~ha.
As of the date hereof, Assignor remains the owner and holder of the Redevelopment Note.
Further, under even date herewith, Assignee has made a loan to Assignor in the principal amount of
$487,500.00, which loan is evidenced by that certain Commercial Promissory Note executed by
Assign0r to the order of Assignee dated of even date herewith ("Commercial Promissory Note").
2. As material consideration and security for the above-referenced $487,500.00 loan to
Assignor, Assignor does hereby assign to and pledge with Assignee, the Redevelopment Note, a copy of
which is attached hereto, marked Exhibit "A" and by this reference incorporated herein, including all
claims, rights, powers, privileges and remedies on the part of Assignor pertaining thereto, whether arising
by statute, at law, in equity or otherwise.
3. Concurrent with execution of this Assignment, Assignor has delivered the original
Redevelopment Note to Assignee.
4. When all amounts owing by Assignor to Assignee under the Commercial Promissory
Note have been paid in full, Assignee shall terminate this Assignment and reassign, without recourse, and
return the original Redevelopment Note to Assignor.
5. Assignor represents and warrants to Assignee that Assignor owns the Redevelopment
Note and all sums now or hereafter due thereunder, free and clear of all liens, claims, security interests,
encumbrances, setoffs, defenses and counterclaims, except for the security interest granted to Assignee by
this Assignment. There is unpaid and unconditionally owing to Assignor, with respect to the
Redevelopment Note, the entire principal balance and accrued interest in accordance with the terms of the
Redevelopment Note. Assignor further represents and warrants that the Redevelopment Note has not
been transferred, assigned or otherwise disposed of, except as assigned and pledged pursuant to this
Assignment.
6. Assignor hereby irrevocably appoints Assignee its attorney in fact, coupled with an
interest and therefore irrevocable, to give notices or payment instructions to the City of Omaha in
accordance with this Assignment; to take any actions necessary or desirable, in Assignee's sole discretion,
to collect amounts due under the Redevelopment Note; to execute and deliver any documents that this
Assignment requires Assignor to execute and deliver to Assignee; to take any other actions that this
Assignment requires Assignor to take; to endorse and cash checks and other instruments representing
proceeds of the Redevelopment Note; and to perform any and all other acts as Assignee in its sole
judgment reasonably exercised shall deem necessary or desirable with respect to this Assignment,
including the filing of any financing statements necessary or appropriate for the collateral. Assignor
covenants that it will deliver to the Assignee all sums which may be received by Assignor under the
Redevelopment Note.
7. No failure by Assignee to exercise, and no delay in exercising, any right, power or
remedy under this Assignment shall operate as a waiver thereof; nor shall any single or partial exercise by
Assignee of any right, power or remedy preclude any other or further exercise thereof or the exercise of
any other right, power or remedy. The remedies in this Assignment are cumulative and are not exclusive
of any remedies provided by statute, at law, in equity or otherwise.
8. This Assignment may not be amended or modified orally. Nothing contained herein shall
permit any further assignment of the Redevelopment Note without the prior written consent of the City of
Omaha, which consent shall not be unreasonably withheld.
9. This Assignment shall be governed by, and construed in accordance with, the laws of the
State of Nebraska.
IN WITNESS WHEREOF, Assignor has executed this Assignment on the date first set forth
above.
Assignor:
ST ATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
On this 1~JJ day of May, 2008, before me, the undersigned, a Notary Public in and for the
State of Nebraska, personally appeared Jorge Sotolongo, M.D., the manager of S & R Development,
L.L.C., a Nebraska limited liability company, on behalf of the company.
ENERAL NOTARY-State of Nebraska
ALYSSA WINDHAM
My Comm. Exp. Sept.15, 2008
2
CONSENT OP THE CITY OF OMAHA
TO THE COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT
COMES NOW the City of Omaha and hereby consents to the foregoing Collateral Assignment
and Pledge Agreement from S & R Development, L.L.C., a Nebraska limited liability company, as
Assignor, to TierOne Bank, as Assignee. The City of Omaha hereby acknowledges and agrees that no
other party has notified the City of Omaha of an assignment or pledging of the Redevelopment
Promissory Note identified in the foregoing Collateral Assignment and Pledge Agreement.
Dated this 15 day of May, 2008.
ATTEST:
_a_,~~ d~* City Clerk of the City of Omaha
APPROVED AS TO FORM:
~ ,{!, , u<:;)f
City Attorney
CITY OF OMAHA, A MUNICIPAL CORPORATION
n,h~J.... s;),..C~S--/D·oy
Mike Fahey, Mayo
Loan Docs 2008/S & R TIF Financing Coll Assgn of Pledge Agmt.doc/lms
3
PUBLICATIONS PUBLICATION OF HEARING Date /£5-08 PUBLICATION OF ORDINANCE Date 5-iJ-O{j .,,,, 61( ./' ORDINANCE NO. , jf/tJ I AN ORDINANCE to approve the Tax Increment Financing (TIF) Redevelopment Loan Agreement between the City of Omaha and S & R Development, LLC, a Nebraska Limited Liability Company for the development of the Metro OBGYN South Omaha Medical Campus located at 3213 S. 24th Street, which includes tax increment financing of $487,500; and providing for an effective date. PLNLSF1088 ;c_j / PRESENTED TO COUNCIL Hearing MAY -6 2008 -ouev fo 5) ).::a.,/c,'8 Final~eading MAY \ 3 21J08 rassed ' 'I -_n__ BUSTER BROWN City Clerk )9"P"g~