RES 2016-0178 - The Colonial Apartments TIF redevelopment project plan p I ;
opAAHA,NEg� �., C 'r - .. Planning Department
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Omaha/Douglas Civic Center
tr% , p t r, J 1819 Farnam Street,Suite 1100
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n� r ii�.d'fti (402)444-5150
oA~ Telefax(402)444-6140
47''ED PEDAL'
1< , James R.Thele
City of Omaha Director
Jean Stothert,Mayor
February 9, 2016
Honorable President
and Members of the City Council,
The attached Resolution transmits The Colonial Apartments Tax Increment Financing (TIF)
Redevelopment Project Plan for a redevelopment site located at 140 and 144 South 38th Street.
This Redevelopment Project Plan proposes the repurposing of the Colonial Hotel located at the
corner of 38th and Farnam Street into quality residential living, as an extension of activity for
previous Greenslate Development projects along Farnam. The project also supports goals of the
Destination Midtown Plan by continuing to strengthen neighborhoods.
The rehabilitation of the Colonial Hotel proposes converting the approximately 100 rooms,
which have provided "rooming"/boarding on a weekly, short-term rental basis, into quality living
space. The development team proposes converting the "hotel" into 40 market-rate apartments.
There will be a mix of studios, one- and two-bedroom units. A residential structure directly to the
north of the Colonial will be demolished and a portion of the east-west alley vacated to provide
some on-site parking. The vacated alley will have a public access easement.
This redevelopment project is located in the heart of Midtown Omaha's employment center and
will give residents walking access to the major drivers of Midtown's growth: the University of
Nebraska Medical Center, Mutual of Omaha/Midtown Crossing, the Kiewit Companies, and the
rapidly expanding commercial development in the Blackstone District. It will provide additional
housing options within the district, thereby enhancing the density in the area, which would
support ridership for future mass transit efforts. This project will also compliment the relatively
new commercial retail in the area, further strengthening the district's location as a destination
place and its economic vitality in the city.
The Planning Board recommended the approval of this Redevelopment Project Plan at the
January 6, 2016 public hearing.
The Redevelopment Project Plan recommends the City's participation in the redevelopment of
this project site through the allocation of TIF in an amount up to $650,000.00. TIF will be used
to offset TIF eligible expenses such as acquisition, rehabilitation construction costs, site work,
demolition, any surveys and public improvements as required, to include $15,000.00 of the TIF
loan proceeds toward the Midtown Public Improvement Fund. The total estimated project costs
are $8,176,823.00, but are subject to change as final costs come in.
Your favorable consideration of this Resolution will be appreciated.
Respectfully submitted, Referred to City Council for Consideration:
b t tb' TLILS k/?-P I
�,em/James R. Thele Date Mayor's Office Date
V Planning Director
Approved:
7,7 i ( / 2.7-/;
teph . Curtiss Date Ro ert G. Stubbe, P.E. Date
Finance Director Public Works Director
2301 dlh •
Notice of Publication: February 11, 2016 and February 18, 2016
Public Hearing: March 1, 2016
EXHIBIT "A"
Legal Description,Alta Survey, Topographical Survey, etc. —see following page(s)
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j Il ra p Recar�l-R-1423380000
Print Report
View Interactive GIS Alan
Informeticois vdid es of 2015-11-07 Treasurer's Tax Report
New Feature 4 4 4 Subdivision Sates Search
Owner
COLONIAL HOTEL AIQD APARTMENTS
3804 FARNAM ST
OMAHA NE 58131-0000
Property biformation
Key Numbe" 2338000014
Account T, Multiple Res
Parcel Number: 1423380000
Parcel Address: 140 S 38 5T
Ok AHA NE 68131 1
Legal DescriPitorr JIEROME.PARK LOT 10 BLOCK 9 47 X 155
Value bidonnat'bon
Lard hnpr+werren# Total
2015 S13,000.00 S149,203.00 5162.200.00
2014 313,003.00 5149,2 +.00 S152,200.03
2013 $13,000.00 S149,200.00 51192 200,00
2912 513,000.00 S125,500.03 5138,500.00
21911 S13,000.00 3129,500.00 5138,500.00
21910 $13,003.00 5125,500.00 5138,500.03
19
Douglas County,Nebraska Property Record-R142339�0000
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Pont
Inforrrabcri is valid as of 2015.10-31 Vport
iew inl im 0S.
Treason *TAX Report
New Feature At'4.-4P S xisido a Sr ,,
Owner
COLONIAL NOTE t AND APARTMENTS "^
M:
CfO DEWEY HOUGHTON JR PRES
3804 FARNAM ST
OMAH,A NE 88131.0 30
Property Information
Kay Number. 2339 00301+4
Account Type: C erroema;
Pascal Nor /423390300
Pa defA s: 144 S 38 ST
OVA NE 68131-00
Lit DomiffP0011: JEROME PARK",OT 12.E1 O<9 LTS 11 d 95 X 132
Value Information
Land o>1aro+raaluarut Total
2015 343.900.00 S 349003 00 3893,130,.00
2014 $43,900.00 3849.800 00 389E3„700.00
2013 $43,900 00 3849 800,00 5893,71314 00
2012 $43,900.00 $349 1?0 00
2011 $43 90C„€f0 i 3893p7t10,.00
58 8O0 $893,70#3..00
2010 $43.900.00 5849,800.00 $8 93J0o oe
Land Information
Ames SF ' Units
' Vacant
0.28 12540 i7 1.0 0.0 0 Dopes WOO 0 No
Tninrnrarnard.rM.rv.,,Mine%
20
EXHIBIT "B"
COLONIAL APARTMENTS TIF
REDEVELOPMENT PROJECT PLAN
144 S 38TH ST & 140 S 38TH STREET
JANUARY 2016
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PLANNING• OMAHA
Jean Stothert, Mayor City of Omaha James Thele, Director
Planning Department
Omaha/Douglas Civic Center
1819 Farnam Street, Ste. 1111
Omaha, Nebraska 68183
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APPLICANT: Planning Department on behalf of the City of Omaha
REQUEST: Approval of the COLONIAL TIF REDEVELOPMENT PROJECT PLAN
LOCATION: 140 and 144 South 38th Street
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INTER-OFFICE COMMUNICATION
City of Omaha,Nebraska
Planning Department
TO: Chairman and Members of the Planning Board
FROM: James Thele,Planning Director
DATE: December 30,2015
SUBJECT: THE COLONIAL APARTMENTS TIF REDEVELOPMENT PROJECT PLAN
144 S 38th St&140 S 38th Street
Case#C3-16-003
Project Overview
This redevelopment project involves the repurposing of the Colonial Hotel located at the corner of 38th&
Farnam Street. It is an extension of activity for previous Greenslate Development projects along Farnam.
Since the discussions and creation of the Blackstone Business Improvement District over four years ago,
this business district has seen a rebirth of its commercial activity. More than 30,000 square feet of retail
has come online in the past 3-4 years, another 25,000 SF of retail planned in the coming year. The same
development team has again joined with Clarity Development to continue revitalizing and redeveloping
some of the remaining structures along the Farnam Street Corridor between 38th and 40th Streets.
This redevelopment project is located in the heart of Midtown Omaha's employment center and it will
give residents walking access to the major drivers of Midtown's growth: the University of Nebraska
Medical Center,Mutual of Omaha/Midtown Crossing, the Kiewit Companies,and the rapidly expanding
commercial development in the Blackstone District. The development team hopes that the project will
appeal to the thousands of UNMC employees and students.
Project Description
The Colonial Hotel has provided "rooming"/boarding on a weekly, short-term rental basis. There are
currently 100 rooms inside. The rooms have communal bathrooms and kitchens. The development team
proposes converting the"hotel" into 40 luxury apartments. The
Residential Unit Information
Multi-Family Rental Number of Units Unit Type
13 Studios
16 1 bedroom
11 2 bedrooms
Total Units 40
The project is anticipated to be completed by December 2016.
No Building Permit will be issued based on a site plan that does not comply with the provisions of the
Zoning Ordinance.
BH
The project site is located within a Community Redevelopment Area,meets the requirements of Nebraska
Community Development Law and qualifies for the submission of an application for the utilization of
Tax Increment Financing to cover costs associated with project development as submitted for approval
through the Tax Increment Financing process. The project is or will be in compliance with the Master
Plan,appropriate Ordinances and development regulations of the City.
DEPARTMENT RECOMMENDATION:Approval.
ATTACHMENTS
General Vicinity Map
Project Plan
•
BH
Project Finance Summary-Sources&Uses
Sources
Perm Loan Resi 4,371,998
Federal Historic Tax Credit 1,065,360
State Historic Tax Credit 800,000
Low Interest Loan 500,000
TIF 650,000
Equity 789,465
Total Sources 8,176,823
Uses
Property Aquistion 1,500,000
TIF Admin Fees 3,500
TIF Voluntary Contribution 15,000
Construction Contract 4,249,775
Contingency 449,209
Commercial Build Out 250,000
Interest Carry 227,632
Marketing/Leasing 25,000
Insurance 15,000
Legal 80,000
Closing costs 42,500
Architect; Engineering &Development 789,147
Parking Lot Sitework 150,000
Taxes 10,000
Tax Credit Fees;Originations; Other 370,060
Total Uses 8,176,823
Final Valuation
Per the applicant, the total construction cost is estimated at approximately$4,249,775 with a total project
cost of$8,176,823. Without Tax Increment Financing("TIF"), this project cannot move forward. The TIF
request is $650,000. The TIF requested represents approximately 8% of the total project cost. This TIF
request is based on the time value money of potential future cash flows equaling $4,573,000 with a pre-
development base of$1,055,900.
Land Use and Zoning
The property is currently being used as an extended stay type hotel. The proposed use is to convert the
two buildings into market-rate,luxury apartments.
The site is currently zoned GC-ACI-1 (PL),and will be rezoned to NBD-ACI-1 (PL).
Utilities and Public Improvements
Standard utilities(electrical,water,sewer)exist at the site/within the area.
BH
Public improvements will include basic streetscaping along Farnam and South 38th Streets, decorative
lighting,and sidewalks and curbs.
Transportation
There are no significant transportation issues to resolve.
Mandatory Criteria-from the application:
Mandatory Criteria#1:
The project is located within an area that is eligible for designation as a community redevelopment area.
Community Development Law 18-2103(20) states "community redevelopment area" means a
"substandard and blighted area which the committee redevelopment authority designates as appropriate
for a renewal project." The GSCD 3804,LLC site is a community redevelopment area because it satisfies
the Community Development Law's definitions of a"substandard area" and"blighted area."
First,the project area qualifies as a"substandard area" under 18-2103 (10)because the combination of the
high density of population and the dilapidation, deterioration, age or obsolescence, of the majority of the
buildings in the area is conducive to crime and ill health, and is detrimental to the public safety and
welfare.
Second, the project area qualifies as a "blighted area" because it satisfies the requirements of both 18-
2103(11) (a) and (b). The project area satisfies subsection (a) because the combination of certain factors,
specifically, the presence of a substantial number of deteriorating structures, deterioration of site and
other improvements in nearby commercial lots, and diversity of ownership, substantially impairs the
sound growth of the community and retards the provision of quality housing accommodations.
The project area satisfies subsection (b) because the average age of the residential units in the area is at
least forty years.
Mandatory Criteria#2:
The use of Tax Increment Financing will not result in a loss of preexisting tax revenues to the city and
other taxing jurisdictions. All of the revenue, which will be utilized to pay the Tax Increment Financing
Note,will come from additional valuation on the site resulting from the improvements to be constructed
on the site. The tax received from the increased taxable valuations will be more than sufficient to support
the Tax Increment Financing and will not result in a loss of preexisting tax revenues.
Mandatory Criteria#3:
As set forth above, the project is not economically feasible without the use of Tax Increment Financing.
TIF provides a necessary gap financing that is critical to the capital stack due to the considerable cost of
the development given the "Class A" facility that the developer wishes to create and the lack of alternate
subsidies for market rate residential developments. Furthermore, based upon the projection set forth
above, it is reasonable to conclude that this project would not occur in this area without TIF, given the
construction costs involved.
Mandatory Criteria#4:
The project furthers the objective of the City's Master Plan and Destination Midtown by providing
housing,furthering job creation,and contributing to business growth and expansion.
Cost Benefit Analysis-from the application
1. The use of Tax Increment Financing for this project will not result in the loss of tax revenue for
Omaha. The current level of taxes will continue to flow to the current taxing entities and the
only increase value of revenues resulting from the improvements will be applied to the
eligible cost.
BH
2. No community/public service needs will be generated as a result of this project. The
proposed TIF will be used to offset site acquisition, site development, renovation and public
improvement cost, which are eligible expenses. The development of the dilapidated site will
enhance business development in the area and provide needed housing and storage services
to the local community.
3. This development will impact other businesses in the area as it increases traffic and
availability of retail, dining and housing services in the surrounding community. The new
commercial facilities will produce numerous employment opportunities.
4. The current property tax system is able to accommodate the development. Furthermore, the
long-term benefit resulting from an increase in the tax base from the development is another
valid reason to approve TIF assistance for this project.
The hotel as it currently operates is a legally viable business however, building codes ordinances have
changed dramatically over the past 80 years resulting in enhanced life safety measures. The
rehabilitation of this structure will provide safer homes and a higher quality of living to Omaha citizens.
TIF justification
This project will preserve a historic structure in the Blackstone District. It will also convert the use of this
"rooming/boarding house" into better quality living space, thereby providing additional, quality
housing in the district. This project will enhance the density in the area,which would support ridership
for future mass transit efforts. Ultimately, this project plan will enhance the tax base for various taxing
jurisdictions.
TIF Request: A TIF request of up to$650,000. TIF will be used to offset costs such as acquisition,
rehabilitation construction costs, site work, demolition, any surveys and public improvements as
required. Architectural and engineering fees are also typically TIF eligible expenses. We will
request $15,000 of the TIF proceeds/loan toward the Midtown Public Improvement Fund. The
total estimated project costs are $8,176,823. This project will be required to comply with all
Planning Department and Planning Board recommendations.
BH
INTER-OFFICE COMMUNICATION
Date: December 9, 2015
To: TIF Committee:
James Thele, Stephen Curtiss, AL Herink, Paul Kratz, Robert Stubbe, Todd
Pfitzer,Cassie Paben, Gail Braun
From: Bridget A. Hadley-City Planning
Applicant: City of Omaha Planning Department
Project Name: The Colonial Apartments TIF Redevelopment Project Plan
Location: 144 S 38th St& 140 S 38th Street
TIF Request: The TIF request is for up to $650,000 at a bank interest rate of 5.25%. Using the current
levy rate of 2.23039% and other assumptions of the TIF calculation spreadsheet, inclusive of capitalized
interest, supports the TIF request. See attached TIF calculation spreadsheet.
TIF Fee Schedule: $500 application fee was paid; the processing fee of$3,000 will be collected; $2,250
in administrative fees will be billed. Total fees will be$5,750.
TIF Justification
The project site is located within a Community Redevelopment Area, meets the requirements of Nebraska
Community Development Law and qualifies for the submission of an application for the utilization of Tax
Increment Financing to cover costs associated with project development as submitted for approval
through the Tax Increment Financing process. The project is/or will be in compliance with the Master
Plan, appropriate Ordinances and development regulations of the City.
This project will preserve a historic structure in the Blackstone District. It will also convert the use of this
"rooming/boarding house" into better quality living space, thereby providing additional, quality housing
in the district. This project will enhance the density in the area, which would support ridership for future
mass transit efforts. Ultimately, this project plan will enhance the tax base for various taxing
jurisdictions.
TIF will be used to offset costs such as acquisition, rehabilitation construction costs, site work,
demolition, any surveys and public improvements as required. Architectural and engineering fees are also
typically TIF eligible expenses. We will request $15,000.00 of the TIF proceeds/loan toward the
Midtown Public Improvement Fund. The total estimated project costs are $8,176,823. TIF eligible costs
are as follows:
TIF Eligible Costs-Estimate
Property Acquisition $1,500,000
Construction Contract(all hard construction rehab costs are eligible) $4,249,775
Contingency $449,209
*SUBTOTAL $6,198,984
TIF Fees $5,750
*TOTAL TIF ELIGIBLE $6,204,734
* These totals do not include the A & E costs that are typically TIF eligible costs. The applicant included
A & E with Development Costs; Development Costs are not TIF eligible. A &E costs can be as much as
10%of hard costs. However,based on the cost listed for A &E and Development Costs,this project has a
much lower percentage.
The TIF is 8%of the total project costs.
Recommendation: Approval
Project Overview
This redevelopment project involves the repurposing of the Colonial Hotel located at the corner of 38th &
Farnam Street. It is an extension of activity for previous Greenslate Development projects along Farnam.
Since the discussions and creation of the Blackstone Business Improvement District over four years ago,
this business district has seen a rebirth of its commercial activity. More than 30,000 square feet of retail
has come online in the past 3-4 years, another 25,000 SF of retail planned in the coming year. The same
development team has again joined with Clarity Development to continue revitalizing and redeveloping
some of the remaining structures along the Farnam Street Corridor between 38'and 40' Streets.
This redevelopment project is located in the heart of Midtown Omaha's employment center and it will give
residents walking access to the major drivers of Midtown's growth: the University of Nebraska Medical
Center, Mutual of Omaha/Midtown Crossing, the Kiewit Companies, and the rapidly expanding
commercial development in the Blackstone District. The development team hopes that the project will
appeal to the thousands of UNMC employees and students.
Project Description
The Colonial Hotel has provided "rooming"/boarding on a weekly, short-term rental basis. There are
currently 100 rooms inside. The rooms have communal bathrooms and kitchens. The development team
proposes converting the"hotel" into 40 luxury apartments. The
Residential Unit Information
Multi-Family Rental Number of Units Unit Type
13 Studios
16 1 bedroom
11 2 bedrooms
Total Units 40
The project is anticipated to be completed by December 2016.
Project Finance Summary- Sources&Uses
Colonial Sources and Uses
Sources
Perm Loan Resi 4,371,998
Federal Historic Tax Credit 1,065,360
State Historic Tax Credit 800,000
Low Interest Loan 500,000
TIF 650,000
Equity 789,465
Total Sources 8,176,823
TTepe
Property Aquistion 1,500,000
TIF Admin Fees 3,500
TIF Voluntary Contribution 15,000
Construction Contract 4,249,775
Contingency 449,209
Commercial Build Out 250,000
Interest Carry 227,632
Marketing/Leasing 25,000
Insurance 15,000
Legal 80,000
Closing costs 42,500
Architect; Engineering &Development 789,147
Parking Lot Sitework 150,000
Taxes 10,000
Tax Credit Fees; Originations; Other 370,060
Total Uses 8,176,823
Final Valuation
Per the applicant,the total construction cost is estimated at approximately$4,249,775 with a total project
cost of$8,176,823. Without Tax Increment Financing ("TIF"), this project cannot move forward. The
TIF request is $650,000. The TIF requested represents approximately 8% of the total project cost. This
TIF request is based on the time value money of potential future cash flows equaling $4,573,000 with a
pre-development base of$1,055,900.
Land Use and Zoning
The property is currently being used as an extended stay type hotel. The proposed use is to convert the
two buildings into market-rate, luxury apartments.
The site is currently zoned GC-ACI-1 (PL), and will be rezoned to NBD-ACI-1 (PL).
Utilities and Public Improvements
Standard utilities(electrical,water, sewer)exist at the site/within the area.
Public improvements will include alley vacation, basic streetscaping along Farnam and South 38`h Streets,
decorative lighting, and sidewalks and curbs.
Transportation
There are no significant transportation issues to resolve.
Mandatory Criteria—from the application:
Mandatory Criteria#1:
The project is located within an area that is eligible for designation as a community redevelopment area.
Community Development Law 18-2103(20) states"community redevelopment area"means a
"substandard and blighted area which the committee redevelopment authority designates as appropriate
for a renewal project." The GSCD 3804,LLC site is a community redevelopment area because it satisfies
the Community Development Law's definitions of a"substandard area"and"blighted area."
First,the project area qualifies as a"substandard area"under 18-2103 (10)because the combination of the
high density of population and the dilapidation,deterioration, age or obsolescence, of the majority of the
buildings in the area is conducive to crime and ill health, and is detrimental to the public safety and
welfare.
Second,the project area qualifies as a"blighted area" because it satisfies the requirements of both 18-
2103(11) (a)and(b).The project area satisfies subsection(a)because the combination of certain factors,
specifically,the presence of a substantial number of deteriorating structures,deterioration of site and
other improvements in nearby commercial lots,and diversity of ownership, substantially impairs the
sound growth of the community and retards the provision of quality housing accommodations.
The project area satisfies subsection(b)because the average age of the residential units in the area is at
least forty years.
Mandatory Criteria#2:
The use of Tax Increment Financing will not result in a loss of preexisting tax revenues to the city and
other taxing jurisdictions. All of the revenue,which will be utilized to pay the Tax Increment Financing
Note,will come from additional valuation on the site resulting from the improvements to be constructed
on the site. The tax received from the increased taxable valuations will be more than sufficient to support
the Tax Increment Financing and will not result in a loss of preexisting tax revenues.
Mandatory Criteria#3:
As set forth above,the project is not economically feasible without the use of Tax Increment Financing.
TIF provides a necessary gap financing that is critical to the capital stack due to the considerable cost of
the development given the "Class A" facility that the developer wishes to create and the lack of alternate
subsidies for market rate residential developments. Furthermore,based upon the projection set forth
above, it is reasonable to conclude that this project would not occur in this area without TIF, given the
construction costs involved.
Mandatory Criteria#4:
The project furthers the objective of the City's Master Plan and Destination Midtown by providing
housing, furthering job creation, and contributing to business growth and expansion.
Cost Benefit Analysis—from the application
1. The use of Tax Increment Financing for this project will not result in the loss of tax revenue
for Omaha. The current level of taxes will continue to flow to the current taxing entities and
the only increase value of revenues resulting from the improvements will be applied to the
eligible cost.
2. No community/public service needs will be generated as a result of this project. The proposed
TIF will be used to offset site acquisition,site development,renovation and public
improvement cost,which are eligible expenses. The development of the dilapidated site will
enhance business development in the area and provide needed housing and storage services to
the local community.
3. This development will impact other businesses in the area as it increases traffic and
availability of retail,dining and housing services in the surrounding community. The new
commercial facilities will produce numerous employment opportunities.
4. The current property tax system is able to accommodate the development. Furthermore,the
long-term benefit resulting from an increase in the tax base from the development is another
valid reason to approve TIF assistance for this project.
5. The hotel as it currently operates is a legally viable business however,building codes
ordinances have changed dramatically over the past 80 years resulting in enhanced life safety
measures. The rehabilitation of this structure will provide safer homes and a higher quality of
living to Omaha citizens.
ATTACHMENTS
TIF Application
TIF Calculation Spreadsheet
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The Colonial Apartments
144 S 38th St & 140 S 38th St, Omaha NE 68131
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Tax Increment Financing
November 2015
144 S 38th St
Omaha NE, 68131
1
TIF APPLICATION
Project Name: GSCD 3804,LLC
Project Legal Description:
1. JEROME PARK LOT 12 BLOCK 9 LTS 11 &95 X 132
Project Address(s):
1. 144 S 38th St, OMAHA NE 68131
Property Owner/Applicant Name: Owner Address:
1. Colonial Hotel and Apartments 1.GSCD 3804, LLC,Omaha NE 68131
Estimated Total Project Cost: $8,176,823 TIF Request: $650,000
New Construction: No (yes or no) Proposed Project Size:
Rehabilitation: Yes (yes or no) 44.506 Gross Sq.Ft.(bldg(s))
31.000 Net Sq.Ft.(Bldg(S))
.28 #of Acres
LIHTC Project:no (yes or no)
Market-Rate Project:yes (yes or no)
Historic Tax Credit Project: yes (yes or no)
Current Use: Weekly Hotel/Rooming House
Current Zoning:
144 S 38th St.Omaha,NE 68131 GC-ACI-1(PL)
140 S 38th St.Omaha,NE 68131 R8-ACI-(PL)
Current Annual Real Estate Taxes j 2014 tax year):
144 S 38th St.Omaha,NE 68131 $18,920.10
140 S 38th St.Omaha,NE 68131 $3,433.86
Current Assessed Tax Valuation ( 2015 tax year):
144 S 38th 140 S 38th
Land $43,900 $13,000
Improvements $849,800 $149,200
Total $893,700 $162,200
2
GSCD 3804. LLC
Omaha. Nebraska
Project Directory
Owner/Developer:
Owner: GSCD 3804, LLC
8712 W Dodge Rd
Ste 400
Omaha, NE 68131
Developer:
Greenslate Development
450 Regency Parkway,Suite 220
Omaha, NE 68114
Contact:
Jay Lund
(402) 681-6701
Matt Dwyer
(402) 320-7793
Clarity Development Company, LLC
105 N. 31st Avenue,#207
Omaha, NE 68131
Tom McLeay
(402) 516-8881
Mike Peter
(402) 525-7626
Architect
Alley Poyner Architects
1516 Cuming Street
Omaha, NE 68102
Contact:
Michael Alley
(402) 341-1544
3
Biography of Project Team
Greenslate Development
The project principals of Greenslate Development,Matt Dwyer and Jay Lund,have been
developing the Blackstone Corridor since 2012. Both have been directly involved in the
investment of$10MM. The team estimates $12MM of capital investment in the area has
occurred over the past 2 years resulting in 14 new businesses. Almost every building on the
corridor has been developed or is slated for development. All of this has happened with virtually
no city improvements to date (including parking). However,this December, the street will be
reconfigured to a two-way and will include the addition of new lighting and a landscaping plan.
The result will be a contusive,walkable high-density business district.
Clarity Development
Clarity Development,whose principals have been involved in the development of over$100
million in multifamily real estate nationwide,bring depth and experience from inception to
completion and stabilization of the Project.
Alley Poyner Macchietto Architecture
Alley Poyner is the premier architectural firm in Omaha for creative projects. As historical
and new construction experts,the firm has the capacity to deliver a contemporary product
while maintaining the class and character of the neighborhood.The firm has worked on
significant projects including the Omaha Building,the Lied Lodge and Conference Center,
and the Slowdown/Film Streams Complex.
4
I. NARRATIVE
A.Description of project
The Project being co-developed by Greenslate Development and Clarity Development will
locate 40 luxury apartments in the heart of the Midtown Omaha by utilizing Historic Tax
credit and federal financing options. Construction is anticipated to start Summer 2016.
The Colonial Hotel (as currently operated) rents rooms to residents on a weekly short
term rental basis. These rooms have communal bathrooms and kitchens. The building
was renovated in such a fashion at the height of the Blackstone Hotel,when extra beds
were necessary. While important for a time,this method of living is not normal by
market housing standards today. This project will change the"Colonial Hotel"to the
"Colonial Apartments". This will result in normal market rate,long term rentals.
Overall,this will produce a safer,higher quality of living environment for residents.
The Project will give its residents walking access to the major drivers of Midtown
Omaha's growth,the University of Nebraska Medical Center,Mutual of Omaha/Midtown
Crossing, the Kiewit Companies,and the rapidly expanding commercial development in
the Blackstone District. These brand-new residential units are uniquely positioned for
rapid lease-up and future revenue growth. In particular,the Project will appeal to the
thousands of UNMC employees and students who will,for the first time in several
decades,have a new construction apartment option within easy walking distance of their
employment and/or classes.
The already rapid lease-up of the Blackstone District commercial spaces has accelerated
with the huge success of its initial tenants and in anticipation of the Farnam Street change
to become a two-way street from Midtown Crossing through the Blackstone District to
the doorstep of the Nebraska Medical Center.
$.Land Use Plan
The applicant will develop 40 luxury apartments in the heart of the Midtown Omaha.
C.Zoning-Current and Proposed
144 S. 38th St.is presently zoned as GC-ACI-1 (PL) and will be rezoned to NBD-ACI-1 (PL).
D.Public Improvements
The following public improvements will be constructed along with the project:
1. Parking
2. Sidewalks and Curbs
3. Streetscapes with Landscaping
4. Decorative Lighting
5
JI. DEVELOPMENT FINANCING PLAN
A.Sources&Uses.Construction Budget.Pro Forma.and Proiect Timeline
Colonial Sources and Uses
Sources
Perm Loan Resi 4,371,998
Federal Historic Tax Credit 1,065,360
State Historic Tax Credit 800,000
Low Interest Loan 500,000
TIF 650,000
Equity 789,465
Total Sources 8,176,823
Uses
Property Aquistion 1,500,000
TIF Admin Fees 3,500
TIF Voluntary Contribution 15,000
Construction Contract 4,249,775
Contingency, 449,209
Commercial Build Out 250,000
Interest Carry 227,632
Marketing/Leasing 25,000
Insurance 15,000
Legal 80,000
Closing costs 42,500
Architect; Engineering &Development 789,147
Parking Lot Sitework 150,000
Taxes 10,000
Tax Credit Fees;Originations; Other 370,060
Total Uses 8,176,823
B. Post-Rehab Valuation and TIF Request:
Total construction cost is estimated to be approximately$4,249,775 and the total
project cost is $8,176,823.Without Tax Increment Financing ("TIF"),this project
cannot move forward. The TIF Request is $650,000. The TIF requested represents
approximately 8% of the total project cost. The remaining cost is funded though
equity; tax credit equity and conventional debt. The TIF and project costs are
subject to adjustments based on final estimates. The TIF amount is subject to
change and is approved up to and to exceed $650,000. This TIF Request is based on
the time value money of potential future cash flows equaling $4,573,000 with a pre-
development base of$1,055,900.
6
III. Colonial Construction Budget
Colonial Contract
Demotion 146,400
Exterior Improvements 51,606
Misc Masonry Repair 75,640
Interior Carpentry 268,400
Interior Finishes 168,360
Interior Drywall 170,800
Doors &Openings 156,160
Electrical 536,800
HVAC 292,800
Plumbing 429,440
Appliances 161,040
Flooring 146,400
Stair/Common/Hall 320,250
Fire Sprinkler 170,800
Office/Amenity 152,500
Window Restoration/Repair 56,730
Commercial White Box 137,250
New Elevator/Stair Tower 457,500
General Conditions 155,955
Contractor Fee 194,944
Total Contract 4,249,775
Itemized Public Improvements (In above line items)
Exterior Paving-Sidewalks and Curb Repair 9,800
Decorative Lighting 8,700
Landscaping- Streetscapes and Landscaping ROW 6,900
Total Itemized Public Improvements 25,400
TIF Eligible Costs (In above line items)
TIF Acquisition Delta 444,100
TIF Hard Costs 4,249,775
TIF Fees 18,500
Total TIF Eligible Costs 4,712,375
Total Project Costs 8,176,823
Total Project Value 8,176,823
7
IV.Colonial Three Year Cash
Flows
Year 1 Year 2 Year 3
GPR 568,575 585,632 603,201
Vacancy&Other Losses (30,554) (31,470) (32,414)
Other Losses (11,371) (11,713) (12,064)
Parking Revenue 14,400 14,832 15,277
Other Revenue 25,825 26,600 27,398
Total Revenue 566,875 583,881 601,397
Manager 26,000 26,780 27,583
Advertising 8,000 8,240 8,487
Administrative 3,000 3,090 3,183
Utilities 7,000 7,210 7,426
R&M 22,000 22,660 23,340
PM Fee 20,575 21,192 21,828
Taxes* 22,354 23,025 23,715
TIF Taxes 75,721 77,992 80,332
Insurance 17,000 17,510 18,035
RR/Caps 10,000 10,300 10,609
Total OPEX 211,650 217,999 224,539
Net Operating Income 355,225 365,882 376,858
Project timeline:
1. Entitlements: The project does not require rezoning or other entitlement approvals.
a. However,the project will seek rezoning Spring of 2016
2. Financial closing: The project is anticipated to close in February 2016.
3. Construction Period:The Construction period is anticipated to start February 2016
and end December 2016.
8
V.Statement of need and ROI analysis
As Demonstrated in the "But For" Analysis above,the project ROI without TIF would
be below 4% and therefore,this project would not proceed without TIF.
Colonial But For
Sources
Loan 4,371,998 4,371,998
Equity 789,465 1,439,465
TIF 650,000 -
Total 5,811,463 5,811,463
NOI 355,225 355,225
PMT 310,204 310,204
CF 45,021 45,021
ROI 5.70% 3.13%
Futhermore,the Colonial Apartments is a part of the larger effort to renovate the Farnam
Street Corridor. The City of Omaha has enabled developers to remove blight from the
area through utilization of Tax Increment Financing. This project is one more step in the
revitalization of Farnam Street and presents a major connector between Nebraska
Medicine and Kiewit Construction (both proponents of this development).
VI.Evaluation Criteria:Mandatory Criteri4
Mandatory Criteria#1:
The project is located within an area that is eligible for designation as a community
redevelopment area. Community Development Law 18-2103(20) states"community
redevelopment are"means a"substandard and blighted area which the committee
redevelopment authority designates as appropriate for a renewal project." The GSCD 3804,
LLC site is a community redevelopment area because it satisfies the Community
Development Law's definitions of a"substandard area"and"blighted area."
First,the project area qualifies as a"substandard area"under 18-2103 (10)because the
combination of the high density of population and the dilapidation,deterioration,age or
obsolescence,of the majority of the buildings in the area is conducive to crime and ill health,
and is detrimental to the public safety and welfare.
Second,the project area qualifies as a"blighted area" because it satisfies the requirements
of both 18-2103(11) (a) and (b).The project area satisfies subsection (a)because the
combination of certain factors,specifically,the presence of a substantial number of
deteriorating structures,deterioration of site and other improvements in nearby
commercial lots,and diversity of ownership,substantially impairs the sound growth of the
community and retards the provision of quality housing accommodations.
9
The project area satisfies subsection (b) because the average age of the residential units in
the area is at least forty years.
Mandatory Criteria#2:
The use of Tax Increment Financing will not result in a loss of preexisting tax revenues to
the city and other taxing jurisdictions. All of the revenue,which will be utilized to pay the
Tax Increment Financing Note,will come from additional valuation on the site resulting
from the improvements to be constructed on the site. The tax received from the increased
taxable valuations will be more than sufficient to support the Tax Increment Financing and
will not result in a loss of preexisting tax revenues.
Mandatory Criteria#3:
As set forth above,the project is not economically feasible without the use of Tax Increment
Financing. TIF provides a necessary gap financing that is critical to the capital stack due to
the considerable cost of the development given the "Class A"facility that the developer
wishes to create and the lack of alternate subsidies for market rate residential
developments. Furthermore,based upon the projection set forth above,it is reasonable to
conclude that this project would not occur in this area without TIF,given the construction
costs involved.
Mandatory Criteria#4:
The project furthers the objective of the City's Master Plan and Destination Midtown by
providing housing,furthering job creation,and contributing to business growth and
expansion.
VII.Cost-Benefit Analysis
1. The use of Tax Increment Financing for this project will not result in the loss of tax
revenue for Omaha. The current level of taxes will continue to flow to the
current taxing entities and the only increase value of revenues resulting from the
improvements will be applied to the eligible cost.
2. No community/public service needs will be generated as a result of this project.
The proposed TIF will be used to offset site acquisition,site development,
renovation and public improvement cost,which are eligible expenses. The
development of the dilapidated site will enhance business development in the
area and provide needed housing and storage services to the local community.
3. This development will impact other businesses in the area as it increases traffic
and availability of retail,dining and housing services in the surrounding
community.The new commercial facilities will produce numerous employment
opportunities.
4. The current property tax system is able to accommodate the development.
Furthermore,the long-term benefit resulting from an increase in the tax base
from the development is another valid reason to approve TIF assistance for this
project.
5. The hotel as it currently operates is a legally viable business however,building
10
codes ordinances have changed dramatically over the past 80 years resulting in
enhanced life safety measures.The rehabilitation of this structure will provide
safer homes and a higher quality of living to Omaha citizens.
F.Employment Information
Permanent Jobs (FTE) to be CREATED 1.5
Permanent Jobs (FTE) to be RETAINED 0
Permanent Jobs (FTE)to be RELOCATED 0
TOTAL 1.5
Anticipated Annual Payroll $39,000
Estimated number of construction jobs created as a result of this project F5
G.Residential Unit Mix
Address: Unit Type Unit Count Sq ft Total Sq footage
144 S 38th St, Omaha NE 68131 Luxury Apt 40 31,000 44,506
H.Attachments
A. Site Plans and Renderings
B. Pro Forma, Sources& Uses and Construction Budget
C. Documentation of Site Control
D. Preliminary Commitment Letters for Financing
E. Organizational Documents
F. Reports and Studies
G. Financial Statement
11
A. Site Plans& Renderings
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16
B. Site Outline(site specific)
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4---)+419T011C COLONIAL SITE i,,..*
FARNAM STREET
C. Documentation of Ownership or Site Control
144 S 38'St. & 140 S 38`h St. is owned by Colonial Hotel and Apartments and is under
contract purchase from"Colonial Hotel and Apartments"to"GSCD 3804 LLC".
18
Douglas County,Nebraska Property Record-R1423380000
Print Report
Information is valid as of 2315-11-37 View Interactive GI5 Map
Treasurer's Tax Report
New Feature 4 4 4 Subdivision Sales Search
Owner
COLONIAL HOTEL AND APARTMENTS
3834 FARNAM ST
O MA HA.NE 58 1 3 1-3330
Property Information
Key Number: 2338 3333 14
Account Type: Multiple Res
Parcel Number: 1423383033
Parcel Address: 143 S 38 ST
OMA.H.A.NE 58131-3330
Legal Description: JEROME PARK LOT 13 BLOCK 8 47 X 155
Value Information
Land Pmprouerrrent Tom
2015 S13,333.33 5140,233.33 5152,230.30
2014 513,333.33 5140,230.33 5152,230.33
2013 513,333.33 S 140,233.33 5152,233.33
2012 513,333.00 S 125,530.33 5138,533.33
2011 513,333.33 5125,530.33 5138,533.33
2010 513,333.30 5125,530.33 5138,533.30
19
Douglas County, Nebraska Property Record -R1423340000
Print Repot
Information rs valid as of 2015-1C-31 lnf�ractire Map
Treasurer's Tau Report
New Feature
Owner
COLONIAL ROTE_AND APARTMENTS
C!O DEWEY HOUGHTON JR PRES
3804 FARNAM ST
OMAHA NE 68131-0000
Property Information
Key Number-. 2339 0000 14
Account Typo: Corrmerciai
Parrot Number: 1423390:00
Parcel Address: 144 S 38 ST
OMAHA NE 68131-0000
Lagarposcrlp1ion: JEROME PARK ,OT 12 B.004 9 LTS 11 &9;X 132
Value Information
Land Improvement Total
2015 S43.900 00 5849 800 00 S893_700 00
2014 $43.900 00 S849 800 00 S893.700 00
2013 $43,900 CO S849 80C 00 $893.T00 30
2012 $43.900 00 S849.80C CO 1893,700 00
2011 $43.900.00 S849,800 00 S893,70G 00
2010 $43.900 00 S949.800 00 5893.700 30
Land Information
_ r
Acres SF Units Depth Width Vacant
0.28 12540C 10 00 00 Nc
T niekrewarriarit Trifa n,&Hinn
20
PURCHASE AGREEMENT
(This is a legally binding contract, If not understood,seek legal advice)
The Lund Company,Broker Date:January 9,2015
The undersigned Buyer,(whether one or more)agrees to purchase the Property described as follows:
1. Address:140 and t44 Soufh 38°'Streets Omaha,NE 68131
2. Legal Description:Lots 10, 11 &12 in Block 9 in JEROME PARK.an addition to the City of Omaha,
Douolas County.Nebraska("Property")including ail fixtures and equipment permanently attached to the Property.
3. Personal Property: The only personal property included is as follows:that now located thereon and used in
the operation thereon.
a. Conveyance: Seller represents that they have good,valid and marketable title,in fee simple.and agrees to
convey title to Property to Buyer or his nominee by warranty deed free and clear of all liens,encumbrances or special taxes levied or
assessed,except none subject to all building and use restrictions,utility easements not exceeding ten(10)feet in width abutting the
boundary of the Properly,and covenants now of record.
5. Assessments: Seller agrees to pay any assessments for public improvements previously constructed,or or-
dered or required to be constructed by the public authority,but not yet assessed. Seller is not aware of any public improvements
ordered or required to be constructed but not yet constructed.
& Purchase Price: Buyer agrees to pay One Million Five Hundred Thousand and OO1100 Dollars
(51.500,000,00)on the following terms:33012(Deposit)to be made payable to Missouri River Title Company and deposited forth-
with as evidenced In Section entitled"Receipt". Such Deposit shall consist of good United States funds end shall be deposited
within 5 days of a fully executed Purchase Agreement.In the event the Deposit is not deposited within the aforementioned time
frame or if the Deposit does not consist of good United States funds,then Seller shell have the ability to terminate this Purchase
Agreement. In the event of refusal or failure of the Buyer to consummate the purchase,the Seller may,at his option,retain the
Deposit as liquidated damages for failure to carry out the agreement of sale. In the event this offer is not accepted by the Seller
within the time specified in Section 25,the Deposit shalt not be submitted to Escrow Agent.
The balance of the Purchase Price shell be paid only as shown in the following paragraphs:Z
D. Preliminary Commitment Letters for Financing----Colonial Hotel
21
November 6,2015
GSCD 3804, L1.0
Attn: 1lr.Matt Dwyer
PO Box 31202 •
Omaha,NE 6813]
RE: Tax Increment Financing Loan
Colonial Hotel
144 S 38' Street
Omaha,NE(1$13
Dear Mr.Dwyer:
This letter,when accepted by you, will constitute the agreement of Dundee Bank,a
Branch of Security State Bank ("Lender") to provide GSCD 3804,LL.0("Borrower")a
Tax Increment Financing Note("Loan") in accordance with the terms,conditions and
provision hereinafter outlined.
1.Borrower: GSCD 3804.LLC,a Nebraska limited liability company
2.Loan Amount: Loan amount shall he no more than S650,000 or 90% of the
Tax Increment Financing Note with the City of Omaha
3.Loan Term: After completion of construction period, IF note will he
matched to the term of the redevelopment promissory note
from the City of Omaha,but in no event to be more than 1.5
years
4. Interest Rate: 5.25% fixed for five years then Wail Street Prime plus
1.00%. with a floor of 5.25% thereafter
5. Loan Fee: ti 250 origination to Dundee Bank
6. Loan Repayment: Monthly principal and interest payments
22
7.Collateral: Assignment of Tax Lncrement Financing Loan from the
City of Omaha and a second Deed of Trust on the property
at 144 S 38n'Street,Omaha, Nebraska 68131
S.Guaranty: Loan shall be guaranteed on an unlimited joint and several
basis by Matt Dwyer,Jay Lund,Michael Peter and Thomas
McLeay
9. Use of Funds: Funds will be used to provide financing for the TIF eligible
expenses for the proposed development of the real estate
located at 144 S 3/0 Street, Omaha,Nebraska 68131
10.Construction Loan: The TIF loan commitment described in this letter is
contingent upon Dundee Bank, a Branch of Security State
Bank being selected as the ConstructionAlini-perm I.ender
on Subject Property.
IL Loan Documents:
The TIF Loan shall be evidence and secured by:
a) Promissory Note;
b) Commercial Loan Agreement;
c) Collateral Assignment and Pledge Agreement executed by Borrower
(assigning Redevelopment Promissory Note issued by City of Omaha
and Redevelopment Agreement between Borrower and City of
Omaha)to Lender;
d) Security Agreement and Pledge Agreement executed by City of
Omaha giving Lender a security interest in TIF funds generated by the
project;
e) Uniform Commercial Code Financing Statement executed by City of
Omaha in favor of Lender,covering TIE funds;
f) Opinion letter issued by Assistant City Attorney of Omaha in form and
content satisfactory to Lender's counsel with respect to the TIF
financing;
g) Guaranty Statement;
h) Second Deed of Trust on the subject property;and;
i) Any other documentation required by Lender
The form and content of ail above mentioned loan documents shall be reasonably
satisfactory to Lender's counsel.
12. Requirements Prior to Loan Closing: At least fourteen (14)days prior to
the closing date,Borrower shall have furnished to Lender each of the following in form
and content acceptable to Lender:
23
a) Title: Acceptable Title Search only.
b) Insurance: Builder's risk,fire and extended coverage insurance for the full
insurable value of the building,including comprehensive general liability
insurance.
All insurance policies required hereunder shall be issued by companies,on
forms,in amounts and with deductibles acceptable to Lender,and shall show
Lender as a loss payee with a standard non-contributory mortgagee clause in
favor of Lender. Such policy shall provide that there shall he no cancellation
or modification without less than thirty(30)days prior written notice to
Lender_ All such policies shall be renewed during the term of the loan and
copies of same shall he provided to Lender at [east thirty(30)days prior to the
termination date of any then current policy.
Rent loss coverage of at least six(6)months shall he required.
c) Taxes and Assessments: Evidence that all installments of general real estate
taxes,special taxes or assessments and the like are paid.
d) Legal Compliance:Evidence from local governmental authorities having
jurisdiction that the subject property complies with all zoning requirements,
fire marshal requirements,city code requirements,and any other local
ordinance relative to the property's development.
e) Financial Statements:The Borrower's and Guarantors' financial statements
shall he signed by the Borrower and Guaranty,and addressed to the Lender
upon Lender's request. Lender may reasonably require annual operating
statements on subject property and annual financial statements on the
Borrower and Guarantors,including Federal Tax Returns and Schedule K-
I(s).
f) U.C.C.Searches: U.C.C.searches against Borrower and such other parties as
Lender may require,showing that the personal property owned by the
Borrower and attached to the property is free from all security interests,liens,
encumbrances,and judgments,except the prior security interest to Lender:
such searches to he updated as of the closing date.
13. Special Mortgage Provisions:The loan documents shall provide, in addition to
all other provisions required by lender:
a) Financial Statements and Reports:Borrower and Guarantors)shall furnish
to Lender,within one hundred twenty(120)days after the close of each year a
copy of the Borrower's Income Statement and Balance Sheet and Guarantor's
Personal Financial Statement(;). A copy of the Borrower's and Guarantors'
federal tax return and Schedule IC-its)shall he provided to Lender no later
24
than April I5'1'of the subsequent year. If a tax return extension is filed,the
extension form must be sent to the Lender,and the tax returns will he due no
later than October 15111. Lender will also require an annual cash flow
statement and a summary of contingent liabilities for each Guarantor as well
as a list of contingent liabilities, Borrower will agree to provide property
operating statements and rent rolls upon request by Lender.
h) Due on Sale or Encumbrance: It shall be an event of default if Borrower
shall,without the prior written consent of Lender,sell,convey,alienate,
mortgage or encumber Borrower's interest in the Real Property or any other
collateral securing the loan,or any part thereof,or any interest therein,or shall
be divested of its title thereto,whether by operation of law or otherwise,or if
there is a sale or other transfer of a majority of the outstanding membership
units of the Borrower held by the Guarantors.
c) Prepayment:Borrower has the right to prepay the principal balance of the
loan,in whole or in part,without any fee or premium,upon thirty(30)days
prior written notice to Lender.
14. Conditions of Closing:The Lender's obligation to disburse the loan
contemplated hereunder,or any portion thereof,shall be conditioned upon the
following occurring:
a) Delivery of Loan Documents;Compliance: Borrower shall have delivered
to Lender all documents and other items required hereunder,which shall be in
such form and content as Lender shall prescribe. Borrower shall have
satisfied each provision and condition of this commitment in a manner
reasonably acceptable to Lender,or Lender shall have waived,in writing,
Borrower's compliance with a specific provision.
h) Payment of Costs by Borrower: Regardless of whether the loan closes,
except for default by Lender,Borrower shall pay all of the Lender's costs in
connection with the preparation,closing and disbursement of the loan,
including but not limited to,title insurance premiums,survey costs,recording
fees and taxes,fees and expenses of Lender's counsel and all other out-of-
pocket costs and expenses incurred by Lender in connection with this loan.
c) No Adverse Change:Borrower shall warrant that there has been no -
deterioration in the financial condition of Borrower and that the financial
information heretofore submitted to Lender by Borrower is accurate and
complete in all material respects. Lender will be promptly notified of any
event that has,or with the passage of time could,cause a material adverse
change in the financial condition of the Borrower,so long as any indebtedness
represented by loan documents remain unpaid.
25
15. IRS Reporting: Borrower agrees to obtain Tax Identification Numbers on all
contractors, sub-contractors and suppliers,and provide appropriate 1099 reporting
to the IRS in connection with all payments made under this loan.
16. Credit Agreement: A credit agreement must be in writing to he enforceable
under Nebraska Law. To protect you and us from any misunderstandings or
disappointments,any contract,promise,undertaking,or offer to forebear
repayment of money or to make any other financial accommodation in connection
with this loan of money or grant or extension of credit,or any amendment of,
cancellation of,waiver of, or substitution for any or all of the terms or provisions
of any instrument or document executed in connection with this loan of money or
grant or extension of credit,must be in writing to he effective.
17. Borrower Acceptance of Commitment:Borrower's acceptance of the
commitment must he by Borrower's approval of this commitment by executing
and returning a duplicate copy of the commitment letter not later than November
20,2015 at 5:00 p.m.CST. This commitment may not be assigned by Borrower.
18. Cancellation of Commitment: If Borrower has not satisfied all of the
requirements prior to closing date,time being of the essence,or if Borrower has
breached or defaulted in the observance or performance of any of the
undertakings,warranties or representations of Borrower in connection with this
loan,the Lender shall have the option without giving prior notice to borrower to
cancel the commitment and terminate all of the Lender's obligations hereunder
(including,without limitation,the obligation to make any disbursements of the
mortgage loan proceeds)and,thereupon,Lender shall have the right to pursue any
other and further legal and equitable remedies available to Lender.
19. Commitment Expiration:Closing of this loan transaction must occur within 90
days from the date of commitment acceptance or this commitment shall he
considered null and void.
20. CREDIT AGREEMENT:A CREDIT AGREEMENT MUST BE IN
WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW. TO
PROTECT YOU AND US FROM ANY MISUNDERSTANDINGS OR
DISAPPOINTMENTS,ANY CONTRACT,PROMISE,UNDERTAKING,
OR OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE
ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION
WITH THIS LOAN OF MONEY OR GRAM'OR EXTENSION OF
CREDIT,OR ANY AMENDMENT OF,CANCELLATION OF,WAIVER
OF,OR SUBSTITUTION FOR ANY OR ALL OFFF'THE TERMS OR
PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN
CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR
EXTENSION OF CREDIT,MUST BE IN 4iRITING TO BE EFFECTIVE.
26
This commitment outlines certain basic terms and conditions of the Loans;however, it is
not meant to define all of the terms and conditions of the Loans,which will be set forth
more fully in the final documentation evidencing the Loans. Instead,the Commitment is
intended only to outline certain basic points of the business understand around which
legal documentation will be structured. The outlined terms and conditions are subject to
final documentation satisfactory to all parties and complete legal review and approval of
all pertinent matters_
Dundee Bank a Branch of Security State Bank
By:
Patrick Zach,Loan Officer
27
Construction Financing
)ecemher 9. 2015
GSCL) 3804, LLC
tm: Mr Matt Dwyer
PO Box. 31 2-C2
Omaha, NE 68131
RE: Construction Financing Loan
Colonial Hoel
144 S 186' Street
Omaha, NE 68 I 31
Dear Mr. DViyeL
htF. letter, when accepted by you, will constitute the agreement of Dundee Bank. a
Branch of Secant'. Stoic Bank(" enter": prf,viLic CiSCD 3804, LLC("Borrower')a
Construction l'irianctig, Latin ("Loan")in accordance wIth the terms, conditions and
provision heitinatter outlined.
I. Borrower: &SCE-) 3804., LLC, Nebraska lit-riled aahiiitv company
2. Loan Amount: Loan amount shall he no more than S4,3-3,000 or 80%or
the"sub.-Jul to comp1etion"appraised value of the Subject
Property
3, Loan Term: I s month \1t,pie Advance Construction I oar
4. Interest Ratetxec
5. Loan Fee I riginal:on ice
Loan Renavrnent: Monthly interest
7. Collateral Firs1 Deed 01-Trust and Assignment of Rents and Leases on
subject propc:ty. The su1):ect:winery incluiles: 144 S
28
Siree-„ Omaha. Nebraska 68 3 and 4tiSN 38 .Yre;:l.,
017,:lird. Nebraska 68 131
S. Cuanirlh Loan Ltaaranteed on au unlimited joint od
basis by Matt Dwyer. Jay Lund and Thomas McLeay
9. Use of Funds: rands will be ased to refinance 'the acquisition loan and
pros ide funds: to renavati: the subject.property
tO. Mini-Perm Loan: 1 he cons:ruction lcun commitment described in this Iettei'
is Writitent UpOn Dundee Bank, a Branch of Security
State Bank being selected as the Mini-perm lender on
subject property with y agreeable, terms
I 1. Loan Documents: the Loan shail bc evidence and secured by:
a Noie hal„iject to loan-to-value limitations described
abovei;
bi First Deed at 1 rust.
Commercial Loan ,-Ivreement,
di Aui:). olher dOesiiiientili:iOn required 1py Lender;
['he form and contern at all above iheptioned Joan docanierts:shall be reasonabl!,
satisfactory to Lender's counsel.
12. Requirements Prior to Loan Closing: At Fcos 1-0Lir.C1/411 14) days prior to
the closing date. Borrower shad have furnished to Lender each of the fo1lowing in form
and content acceptable to lender
a) Title: Evidencc ti:Ic to the Collateral shall ire good and mar:o;:tablc, free
and clear of all detects, liens, encumbrances, securit.,,,: interests, i estrie-aans
and easements which I.ender has not otherwise approved. Such evidence shall
specifleolly
Copies ad documents affecting title to the Collateral,
Evidence that Ingress and egress train the project is L\
public streets: and
Evidence that all utilnies serviiv :he project are located in
the public ahuttire„the project and
connected to the project by passing over property which is
not public right-of-way, are connected to :he prolectLv
ine,ms easements which have been granted, ore
acceptable to i.endcr. and which wit be insured through
p7opertt10insurantx.
29
bi Title Insurance: A. commit:nein toiszitie, on the closing date, an At
extended coverage leasehold loon polGO, 01 title insurance to Lender, Cr
other form as Lender shall approve_ for the u.I ainoWn of ho loan, The title
•11,sifrance policy, when issued, shall contain a comprehensive endorsement
1AL I A Form 9 or comparabie endonsementi, a dote down endorsement or
similar affirmative cove:a thal will insure the first priority of Loan ' i ice
by .coder, an assignment of rents and [eases e dcirsen:en uid in ond il
ether endorsement which Lender may require. Title subeet. to those
exceptions as Lender shall approve
ci ALTA Si.11-Velf.': An ALTA;ACSM I and file St...rvey and Certification of the
real estate comprising the Project, meeting the Minimum Standard Detail
Requirements for Al FA/ACSM Land Idle Surveys adopted ny the ALTA,
At and \SPI in I("KA, prepared by a land surveyor linly reuisiercd and in
otfil standing in the State of Nebraska,
dI Appraisal: fhe l_ender reranie an MAI Appraisal F{c7on on the suhriect
property to be ordered by the Lender a'. Borrowers cost I he appraisal report
trust be in compliance with all of the minim-inn standards as required :iv
F1RREA in their uniform apprinsa: staonards adopted June 1. 1944, dealing
\1/4,:th lederany regulated ill.Stit,17i0E1 I non amount shal: he no more than
of.74' -sk.j..11txt to completion- appraised vaIne oil he
Suhiect Proper) ,
ci Environmental Assessment: The Lender wid require a sattstactol) Phase I
Environmental Site Assessment coved na the properiv that will inchrde, at a
minimum. a ,,i(1-year title search of past owners and users of the propem :I the
Environmental Assessmeni must comply with AS : 527-05, standards
-..1) 1 axes and Assessments: Evidence that all insallments of J..j.enel a read estate
laxes, .special taxes or assessments and the like orL! tiaid
Legal Compliance: 'EvidencL, from iocal governmental authorities havIng
jurisdiction ti nit the sub;ect property eomplies with zoning requirements,
lire marshal requirements, city code requirements. and any other local
ordinance relative to the pronery's neyeloornent,
II:, Financial Statements.: The Hormwe.:'s and Guarantors: financial statements
shad be siened by the Hot row er and Guarantor. and addressed to the lender
upon Lender-s requr._.'s lender may reasonab1v require annual operating
statements, on stit.iiect property and annual Imancial statements on the
Borrower and Guarantors, including I•ederal fax Returns and Schedule K.-
1(s).
Lien/Judd/meta Searches: U.(' C., La lien and judgment
searches against Borrower and such other parties as Lender inavreqnr me.
30
showing that the persona, pnVerTy OW1*.;°,;.1I the Borrower and attached to the
property s free from al security interests. liens, encumbrances, and
.tudizments, except the prior security interest to Lender prior to closing at the
Secretary of State and ('ount\. where project is located or such other location
as Lender requires
13. Special Mortgage Provisions: Tlic loan documents shah. provide, iii addition to
ail other provisions required by lender:
al Financial Statements and Reports: Borrower and Gi.t.aramoils) snail furnish
to Tender, within one hundred twenty I: 120 days alley the close of each ....ear a
cop Lit the Borrower's Income Statement and Balance Sheet. and Guarantor's
Personal Financial Staternenns). A copy of the Borrower's and (it.iarantors'
fedet 21 tax return and Schedule K-Its) shad be provided to I ender no later
than April I 5''' of the subsequent sear. :f a tax rettirii extension is tiled. Inc
extension Corm must be sent to the 7,.ender, and the aix returns will be due no
later than October 15'h Lender will also require an annual cash ',Tow
statement and at summary of contingent liabilities for each Guarantor as wet:
as a list of contingent liabilities Borrower writ agree to provide proper!,
operating statements and rent rolls upon request by I.ender
Due on Sale or Encumbrance: Jr. shall be an event of default i Borrower
witnout the prior written consent I.ender, sell. convey alienate_
mortgage or encumber Bo:vo s interest in the Real Properly or any other
collateral securini.„ the I odn, tar air, part thereof, or any interest [heron), or shall
be divested of its title thereto, whether by operation of law w' citherwise, or
there is at sale or other transfer ol a mayrity of the outstanding membership
units of the Borrower held by the (ivaraniors
et Prepayment: Borrower nas the right to prepay the nrincipal balance of the
loan. in whole or in part, without any fee or premium. upon thirty r-iol;)days
prior writktr. !ttotiee t.o Lender.
14. Conditions of Closing: The Lender's obligation to disburse the loan
contemplated hereunder, or any portion thereof, shall be conditioned upon the
follewirie occurring.
at Delivery of Loan Documents: Conpliante: Borrower shall have delivered
l.ender all documents and other items required hereunder, which shall be Ui
such form and content as lender snag prescribe Bo:Tower si nih have
satistied each niovision and condition or this ,commitment in a manner
reasonablv acceptable to Lender. or Lender .shall base waka.'.•a, in wiling,
Borrower's compliance Willa specific 71-ovislon
hi PaVinent of Costs bv Burrower: Regardless ot wnethet the lowr c:oses,
except for default by Lcncer, Borrower ,Thall pay a:1 tile Lender's costs in
31
connection .,,vith the prer.aration, itnd tent of the :odn,
including but net limited to. title insurance premiums, survey costs, recording
fees and taxes, lees and expenses of I.ender's coansel and all other out-0 t-
pocket costs and experist-..s incurred b endeT in connection w:th this loan
e*I NO Adverse (Thane. shall Warrailt that flere has been no
deterioralion in the '.-..rancial condition of Borrower and that the l-mancia:
information heretofore s...ibmitted to Lender by Borrower is accurate and
complete in ad material respects. 1.ender vtL be promptly nal-Li" of any
event that has. or with the passage o.4.'time (mild, ,r.rise a minerial adverse
change in the financlal condition Lit lie Borrower, so long as any indebtedness
represented 'oy loan documents remain unpaid.
15_ IRS Reporting: Borro'wer .arces to ObraIII Tax Idenlification :Numbers on all
contractors, sub-contractors and supnlicrs, and provide appropriate Iff99 reporting
to Inc IRS in connection with all payments made tinder this loan.
16. Credit Agreement: A credit.ai2TtitilTIClit ffillS1 ac WI writing to he en torecab:c
under Nebraska Law. To prorci2t you and us from any rnisunderstandiaL.:s
nisappointmems, an." contract, n anti se, t;ndertAin , or offer to forebear
repayment of money or to make any other financial accommodation in connection
..11 this ot money or rant or extension o'.'credit, or any amendmeni of,
cancellation of, waiver of. or substitution fir any or all of the terms or provisions
°limy instrument or document executed ni connection with this lean or inorev or
grunt or extension 0(eredit, must be in writing to he effective
Borrower Acceptance of Commitment: Borrower's acceptance of the
commitment must be by Borrower's approval of this comm.:Lineal by execuilni.
and returning a duplicate copy of the commitment letter not ate than December
21. 2"..:15 at 5.00 p.m. CST. '1 his cot min:wilt riuo.,. not be assigned b's' Borrow et-
18. Cancellation of Commitment: If Borrower has no: satisfied a:1 ot'tne
requirements prior to closing dote, time being of the essence, or it Borrower has
breached or defaulted in the observance or performance of ary of the
undertak:.ngs, waratrieS or representations of i3orrower in connection with this
loan. the Lender sha:1 have the option ..V.11[1::)L11 giVing, prior notice to hot rower In
cancel the commitment and terminate al: of the I.enc:er's obligations hereunder
tin;z:nding, the obliption to make any disbursements, of the
inertgagg [can proceeds and, thereupon. Lender shall have the rntr.ht to nirr..stie any
other and fut het 'it-R1 equitable remedt:es available to Lender,
19. Commitment Expirations Closing 01 tlrs loan t:*allSati421: 11111.St occur within 01.)
Jul s (rum the date o(commitment acceptance or this commitment shall be
considered null and void.
32
20. CREDIT AGREEMENT: A CREDIT AGREEMENT MUST BE IN
WRITING TO BE. ENFORCEABLE UNDER NEBRASKA I.AW. TO
PROTECT YOU AND US FROM ANY MISUNDERSTANDINGS OR
DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDE.R'I'AKING,
OR OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE
ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION
WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF
CREDIT,OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER
OF,OR SUBSTITUTION FOR ANY OR ALL OFF THE TERMS OR
PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN
CONNECTION WITHTHIS LOAN OF MONEY OR GRANT OR
EXTENSION OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.
This commitment outlines certain basic terms and conditions a-. tire Loans; however. it is
not meant to define al: of the terms and conditions of the Loans_ which wlil he set forth
more sully in the final documentation evidencing the Loans. Instead, the Commitment is
intended only to outline certain basic ,Dints of the business understand around which
legal documentation will he structured. The outlined terms and conditions are subject to
diva: documentation ntation .sa1isl:actory to all parties and complete legal review arid approi•'a. of
ne"t:nent 'natters.
Dundee Batik a Branch of Security State Bank
'1 . ,
[Iv. ?t,
F
?atrick L:tch, loan Officer
33
E. Organization Documentation
►E ere Of ewe Jmn A Orr CORP•CRTO
OOOOtd621•Pepe I d
OOCO 3rot,LLC
fiad mot.=61te4WPM
CERTIFICATE Of ORGANIZATION
Of
GSCD 3804,11C
1, The name of the limited liability company is GSCD 3804.L1C
2. The street address of the principal place of business and Initial designated office
in Nebraska is.
8712 West Dodge Road
Suite 400
Omaha,Nebraska 68114
3 The name and street address of the registered agent in Nebraska rs.
Thomas H,Mcleay
8712 West Dodge Road
Suite 400
Omaha Nebraska 68114
4 Additional provisions, not inconsistent with the law, for the regulation of the internal
affairs of the limited liability company shaft be provided for in The company's Operating
Agreement
DATED this 3rd day of September.2015
•
Thomas'H.Mcleay
34
STATE OF NEBRASKA
United States of America, ss, Secretary of State
State of Nebraska J State Capitol
Lincoln, Nebraska
I, John A. Gale, Secretary of State of the
State of Nebraska, do hereby certify that
GSCD 3804,LLC
was duly formed under the laws of Nebraska on September 4,2015;
all fees,taxes,and penalties due under the Nebraska Uniform Limited
Liability Company Act or other law to the Secretary of State have been paid;
the Company's most recent biennial report required by section 21-125 has
been filed by the Secretary of State;
the Secretary of State has not administratively dissolved the company;
the Company has not delivered to the Secretary of State for filing a Statement
of Dissolution;
a Statement of Termination has not been filed by the Secretary of State.
Ties Cefim sate fa riot to be consiniedas an endorsement,
recommendation.or notice of approval of fne entity's enanelat
cent [fora orbamass actMtt'es and breams.
In Testimony Whereof, I have hereunto set my hand and
t affixed the Great Seal of the
.. � L s t kkvfi State of Nebraska on this date of
4.c November 2,2015
= '`,o,
7t. • 'gri: 4k)eP
• ZIF,; (1/?q1214.1,
�1s 'yr l ltf":: r t t ` Secretary of State
rtt x
Willie-atiam ID e37&,df has keen assigned to this document_Go to ne.gnvrgoO validate to validate authenticity for up to 12 months.
F. Reports and Studies
None at this time.
35
G. Financial Statements
GSCD 3804, LLC is a privately held company, however we agree to permit access to
financial information to this entity at the office of 8712 West Dodge Road.
The purpose of sharing private financials is solely to for the City of Omaha to determine
its business relationship with GSCD 3804, LLC. The City of Omaha therefore shall not
disclose financial statements to any entity or person for any means.
36
c ?SA CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebraska
RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
WHEREAS, the primary objectives of the City of Omaha's Master Plan and
Community Development Program are to encourage additional private investment and infill
development within inner-city neighborhoods; and to eliminate conditions which are detrimental
to public health, safety and welfare, by developing vacant, underutilized property within these
neighborhoods; and,
WHEREAS, the redevelopment project site located at 140 and 144 South 38th
Street is within a community redevelopment area, as the area meets the definition of blighted and
substandard per the Community Development Law and is in need of redevelopment; and,
WHEREAS, The Colonial Apartments Tax Increment Financing (TIF)
Redevelopment Project Plan was approved by the TIF Committee and subsequently by the City
of Omaha Planning Board at their January 6, 2016 meeting; and,
WHEREAS, the project site for The Colonial Apartments Tax Increment
Financing (TIF) Redevelopment Project Plan is 140 and 144 South 38th Street, and is legally
described in Exhibit "A" which is attached hereto and herein incorporated by reference; and,
WHEREAS, The Colonial Apartments Tax Increment Financing (TIF)
Redevelopment Project Plan proposes converting the approximately 100 rooms of the "hotel"
into 40 market-rate apartments consisting of a mix of studios, one- and two-bedroom units as
described in Exhibit "B" attached hereto and herein incorporated by reference; and,
WHEREAS, The Colonial Apartments Tax Increment Financing (TIF)
Redevelopment Project Plan recommends City's participation in the redevelopment of this
project site through the allocation of TIF in an amount up to $650,000.00 to offset TIF eligible
expenses such as acquisition, rehabilitation construction costs, site work, demolition, any surveys
and public improvements as required, to include a contribution of $15,000.00 of the TIF loan
proceeds toward the Midtown Public Improvement Fund, for a project with total estimated
project costs of$8,176,823.00; and,
By
Councilmember
Adopted
City Clerk
Approved
Mayor
0
0
s u
c
•
ti =
;
x
c 2sA CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebraska
Page 2
WHEREAS, the Plan presents a project based on estimated figures and
projections that are subject to change as project costs are finalized, and is required to comply
with all Planning Department requirements and Planning Board recommendations;.and,
WHEREAS, Section 18-2108 of the Nebraska Revised Statutes requires the City
of Omaha to adopt a redevelopment plan before taking an active part in a redevelopment project;
including the division of ad valorem taxes for a period not to exceed fifteen years under Sections
18-2147 through 18-2150, Revised Statutes of Nebraska; and,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF OMAHA:
THAT, the attached The Colonial Apartments Tax Increment Financing (TIF)
Redevelopment Project Plan for a redevelopment site located at 140 and 144 South 38th Street
which proposes converting the approximately 100 rooms of the "hotel" into 40 market-rate
apartments consisting of a mix of studios, one- and two-bedroom units, recommending the City's
participation through the allocation of TIF in an amount up to $650,000.00 to offset TIF eligible
expenses such as acquisition, rehab construction costs, site work, architectural and engineering
fees if any, surveys, and all public improvements as required, to include a contribution of
$15,000.00 of the TIF loan proceeds toward the Midtown Public Improvement Fund, but is
subject to change as final costs come in, containing a provision for the division of ad valorem
taxes under Section 18-2147 through 18-2150, Revised Statutes of Nebraska, as recommended
by the City Planning Department, be and hereby is approved.
APPROVED AS TO FORM:
ASSI ANT CITY ORNEY DATE
2301 dlh
04:10.241 goo(Aetie%""
1
c Councilmember
Adopted MA .
0c City Clerk 12D‘‘
Approved^✓
Mayor
NO /A/h,�" f
.
Resolution by
Res. that. the attached The Colonial 2301 dlh
Apartments Tax Increment Financing (TIF)
Redevelopment Project Plan for a
redevelopment site located at 140 and 144
South 38th Street which proposes converting
the approximately 100 rooms of the "hotel"
into 40 market-rate apartments consisting of a
mix of studios. one- and two-bedroom units.
recommending the City's participation
through the allocation of TIF in an amount up
to $650,000.00 to offset TIF eligible expenses
such as acquisition, rehab construction costs,
site work, architectural and engineering fees
if any. surveys. and all public improvements
as required, to include $15,000.00 of the TIF
proceeds/loan toward the Midtown Public
Improvement Fund, but is subject to change
as final costs come in. containing a provision
for the division of ad valorem taxes under
Section 18-2147 through 18-2150, Revised
Statutes of Nebraska, as recommended by the
City Planning Department, be and hereby is
approved.
Presented to City Council
FEB 22 16...... .. . - d u�i�
w
Over 3 e � '� ou
� . . . /`��
MAR...-...1...20.16` Adopted --o
ew ier grown.
City Clerk