Loading...
RES 2016-0178 - The Colonial Apartments TIF redevelopment project plan p I ; opAAHA,NEg� �., C 'r - .. Planning Department :Ot Omaha/Douglas Civic Center tr% , p t r, J 1819 Farnam Street,Suite 1100 ►.A iti)'« r L 6 " Omaha,Nebraska 68183 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) l 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 ., 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 $8 93J0o oe Land Information Ames SF ' Units ' Vacant 0.28 12540 i7 1.0 0.0 0 Dopes WOO 0 No Tninrnrarnard.rM.rv.,,Mine% 20 EXHIBIT "B" COLONIAL APARTMENTS TIF REDEVELOPMENT PROJECT PLAN 144 S 38TH ST & 140 S 38TH STREET JANUARY 2016 0141AHA,01 it nr F .017 '�¢fCt'1k • {► lx R,7,f, 04. -ED FEW' PLANNING• OMAHA Jean Stothert, Mayor City of Omaha James Thele, Director Planning Department Omaha/Douglas Civic Center 1819 Farnam Street, Ste. 1111 Omaha, Nebraska 68183 ao ° z ° 0 e a16i m ° o.U W!a CO «vi « N y a • N C_ a7 C N a, O ^ V a) d T T,, ca lagC Q a1 N 0 m �y h�� o 0 0 Z E ( ^ L� W E i R - �/ i+M DE o � m `�+ N J Q C 7 @ C E ° 2 U E E E 0. I-Nod c _ 114 - �l repo• E 04, Vitt a :.gym S 38th St ■e S 38th St , , ,,k 7 r ii. ^. .. s h wC �1 z. r w - •.: a cc H ... , .r. I Set 38th Ave c A 7. t I r or e* -I —_ 4..a9 . ` gm 1 6 CASE: C3-16-003 APPLICANT: Planning Department on behalf of the City of Omaha REQUEST: Approval of the COLONIAL TIF REDEVELOPMENT PROJECT PLAN LOCATION: 140 and 144 South 38th Street SUBJECT AREA IS SHADED - JANUARY 2016 G• ACI-2 50) G CI-2(50) R8-ACI-2(50 O-ACI-2(50 - : ' CI-2 • t) GO-AC L2(51 ■■ iI •GC-ACI-2(50) I= I I= , ' 8-ACI-2(50..) R$-ACI-1(PL) ENEI 0 I I ■ ■ 8-ACI-1 PL. M 5R8-ACI-1(PLMil i 1 w ME i . i I° 0 MIN - , , 1 I > w ■' ■ - - I , oo G ACI-1(PL) GC-ACI-1(PL) 2 NBD-ACI-1 i PL) C- I `r' ■ (n I ■ Farnam St GC -1(PL) 1(PL) GC-ACI-1(PL) IIIIIIIIIIIIII Harney St ■ G -ACI-1(PL) R8-ACI 1(PL) ■0-ACI-1(PL);CC-ACI-1(PL) GO-ACI-1(PL) r-- - R7-ACI-1(PL) 1 R6-ACI-1(PL) GO-ACI-1(PL)�R7-ACI-1(PL) omaha N �p�Ia 0 500 PLANNING Feet EXISTING ALLEY 1 L I N W Cl) - - - - ) v 0 n m 0 W CD N CD o. X (/) -I 5'-6"-'7-- i 16'-0' / 24'-0" 16'-0" ^2'-0" Z 1 - - O r O 1 n -Jo — Z cc c 1 r XTI --- ( /1 G mi Ill t _ — I____. T III co O O Z Z , 1 __...,2 ?<° xi .____ D D I- 1- , r 38TH STREET THE COLONIAL PARTIAL SITE PLAN DWG.NO. ALLEY•POYNER pn:14158 MAC C H IETTO SKO4b 1Orrcha5 :re�02 NORTH LOT CONCEPT SCALE: 1"= 20' 2016-01-05 Al Ph 402341.1544 Fx:402.341 4735 olleypayner.com Ve : —5 zerf-L8§ cLui--- ,- ,A 0 E g -,',4 .,- ,. _ ;:... P i ;L! .4,11 q,i iz,-,Lu''' ,,. ' 2' 2- g 6 Cf) 2 *E..- 0,.8.- ' .8 i 0 6 ,s.t r.,..:z; .. 11 2 —5 s ggt:—..•;.!:. - , ., 1' (8)-‹ ° P f.1 2 d , ; 2 :;-, i 2.. 2V : V1 2 2 1 .- I, a '42 24 R2 e ' g ?I hggi. .4 . .,,, _ , 8 . q, F4-= ,. '' s ii p OW !O • iF & °:' .§ps 8 2 . i' go E ; . Is 0 00 0 0 0 00®00000 ' 88 2 7 — 13321.LS H.19£ e :. 01 — '..i. ::: .8.',,,80 :'3' ,8."L.,;8',8:8nt.' "7:7 NM .7M---% P — :•1..-.`...r,,,l.: ,...W.,, %e o 11 1111 1 —., i It r--(Th' ' _ c. , I — a A 2 .gi, e La' LT.1 a - ,5 2 1 W 0 — d ca I — — 43 : _ P z I 0- ' mmomumommum ® 11111MUMNI LL 7. 2.- (I) 0 IN nig 0 LE, 0 10 0 Et. ... .,, . , • z, j _,. - iR1 ri.,. , w , A311V 9NIISIX3 .., I m ° 17 4.332:11S H.1.8£ w.u. -111 --........ r 1 f---- , RI 0 I / r-i-i , , 1 li Li 2 _ I a —1! 2 I , .,- 9 e r H 2i; III 1 1- I 2 ) 2' ;- ., t.._, -I Ladik. _ co I i 1 1 2 ' I 0 ---I m ,E .f.. iMMI11111M1111011 LL I- "'‘ 1-11177". P,S . 01 P 21L8 -R8 . I r 7 bp t. :22M z - I M 0 ' 0 2 w 0 mg zo V-3,E1 AATIV ONIISIX3 ?,.922. w H t.' I= I 1 . 1 - 1 1- - 1 - 11 - 11 - I - 1 - - I - 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 M 0 0 00 CO 00 CO a LA 0 CO 01 N CO V N .-1 01 h O al N N 01 Al 0 m 0 0 0 CO Li., l0 r-1 h N L0 al 0 O CO LA al N V. M r1 IN r1 N Al 0 LA a) O 00 LA 01 0 ♦+Al 0 LA 01 V 00 N h .-I ya CO r1 LA CO .-1 V. LID Ol .-1 M Vl 60 A. 0) 01 0 0 6-I A. N. IN A. L0 0LA LA a m m N r1 1-10 01 DO CO N. LIDLA .o- m N N .-1 C O O/ LA .-1 .-I .-I .-I AI ri •i .-1 AI .-1 .-1 .-1 .-1 .-1 .1 O O C 'm O m o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 mO43-* a cr O n 4,0 r, LIN A C1 00 N M .„,, La ul I, .... Al .h1 a iD m 0 0 CO- L4 a N CO 7 l0 In CO',. m u co Q O !Z C 3. U C nM}r`E Cu a Q ro I I m a 1 o a a a LL o = c y 0 M M LID Ln 6D !F 0n N 0 m 9. LD e-I Al a1 7 CO O O A. al V a1 .-I LO 01 0 0 0 0 j r? ° d ,COa 0 0 LA CO to N. m CO VD N Al .-I Al h V 7 LID .-1 01 CA 01 Ch 10 LA IN Al N 00 LA LD CO .-1 LA al N V)V)V1 0 Y ` Ln j O h m N O CO 00.) N N N.--I V LD CO al 01 al N 00 Ni co'r1 Co r•I fml O O u LA tD CO tO V N 01 N. LA N O N 00 N 01 lD m O N V .-I CO V .-I h V N d .. LJ,. ae. ` N O pC 00 VD 60 LID 60 VD LA LA LA LA LA 9 V 9. m m CO Al N Al N r-1 .1 r-1 V)EA a C m C m an N of N tn.N V)N v)V)v)VT v)V)V)N an.N V)N V)V)N N 1/1 O 0 N v Ou 3 0Ol O ▪ 6Z O K = N av, C C d CC C a m N U s' 00 a 2 = c m p- a G -, C Q ° • a = a a Q rl N ri C LA 6 . 0 0 h h IN h IN IN. A. h h h h h h h h h h h h h h h IN IN IN 0 0 0 LA V)V}co oo Co Co Co Co Co Co co Co W Co Co co co co Co co oo CO Co co Co Co oo VT VT V) h LO 00 LD 00 0 00 0 60 LD VD 60 60 LID 0 00 LD 0 1.0 0 1.0 0 0D LID LD 0 e1 m CC/m m m m m m m m m m m m m m m m m m m m oo-m m L o V)V)V)to V)AA.V)-LAV)AA VD✓)V)-01.VD V)VT V)V)an.V)V)V)V)V) 0) J Q a 0 0 0 0 CO LA CO V LA 0 CO 0)N CO 9. N r1 al h V al N Al 01 Al 0 CO 0 0 0 IN Z Ln N 6/1A. Al)V) 00 00 V. m .-01 0 0 CO al N 1 A. .-1 N N 0 LA 01 0 CO 0n CI V V V)al ) ) LA y W N 01 R CO N h .-1 er CO .-E LA Co .1 960 al .-1 COLA 0 A. al 01 0 0 6-1 alal m 10 ) t\N LD LD LA 1A O m m N r-I. O al CO CO r LD Lf1 V M Ni Al",I V.' A 1.... - .-1 .-1 .-I .-1 .-I .-1 .-I .-1 .-1 .--1 .-I .-1 V)V)V)V)V)V}V)V)V)V)V) V 0 VT V)V)AAV)V)V)V)VT-LA IA VD N N Q. O. u_ M o O h .1 01 N 0)m N h m 00 LA 01 m LA 0 CO 0 m CO LA LA CO LA IN V 0 0 0 CO 0 M 0 M 00 m V)V),-I 00 r1 01 h CO 0 m CO 0n C C INe1 IN LA 000 N 01 CO 01 m 0l CO N V)N e1 O IN V) h LA CO W A. N CO M 01 01 N 00 9. .-1 CO LA Al 0 N. LA CO .-I 0 CO N 60 LD LA 011 Al 0 00 LA e1 E' o .1 ri N N m V V LA 0O L0 h CO al al O .1 N m m V LA LO h Oa 0) O V Of 00 d L) N N Al Al N Al Al N N N N N Al N Al m M m M M M M M Al M .-1 LA M 00 IN Q C IA.OD IA to V)V)IA 01.V)V)V)ill.V)6/1-V)V)V)V1 V)-1/1.V)-01.VD-01V) INL0 V) LO V) V) V) 0. u1 C h h h h h h N. A. h h A. h h A. h h h h h h h h h h h h h h LID m m W CO CO CO CO CO CO CO CO CO CO CO CO CO CO CO CD CO CO CO CO CO CO CO CO CO CO CO CO m z ' d J ' ' CO CO 0 CO 0 CO 0 CO 0 CO CO 0o CO CO 0 o 00 CD CO CD CO CD CO CD CD CO CO N C Cr C W CO CO eD CO C m C CO CO-00 co-co-C0 co-CD co-co-co-co-00 co-co-N 00 00 co-CD co- re m O m . L m co no co no co no co no co CO m co co co m CO M m co M m co CO M CO CO m 00 CO E o C CC 0 lY Q a 0-). «� m a Q.cr LL 6964 69 69 69 69 69 69 69 69 69 69 69 69 E9 69 69 69 6969 69 69 69 69 69 69 E9 69 E9 69 Q N C C C m am+o Cl a1 0 a1 a1 al al 0 a1 a1 0 a1 0 COa1 C1 al C1 0 0 COa1 0 0) M M CO CA M CO m CO CO COM M M CO m COM M M COm CO COM CO m COM m COC7 CO M m al W u C m o °w m E m V C O U F m O.N C - 69496969 E964 69646969 6,1 64 69 69 64 64 69 646469 6964 696469 64 696464 64 IS V 21 tD 0 00 CO Co co Co CO CO co CO co co co co co CO co co co co co co co CO CO CO CO CO CO C C h h h h h h h h h h I,- h I"- N. I"- I"- I"- h I"- h I"- I"- N- N. I"- N. I"- I"- 00 C E y " 0000000000000000000000000000 ri of of ai of ai ai ai ai ai of ai ai of ai of of of of ai Di ai Di of m of of of ai a 'o N C m CO 01 00 In Cr) C.'" C., M CI 00 CO m CO m C J 01 CO CO 00 CO CO CO 00 CO CD CO Cl 01 m L. F > O ro r-7. m .-i E y CO N E'0 19 69 69 69 6 69 69 69 69 69 IA 6969*969 64 69 69 69 969 69 69696969 69 6969 69 69 w O 6. 01 01 01 01 01 a1 01 01 01 01 01 al01 al 0) 0)01 01 at al CA 01 al Cl Cl 01 01 Cl CO al C m CO m 1901010101 0101 m M m MCA 19010101 m M 111010101 m m m m m 000000000000000000000000000000 N i, AF.,' , 01 01 M M M 190101 ,1101 Al 190101 Al m m MCA 01 01 1110101 01 M M 0101 CAm Ems... N N Al Al Al Al N Al N Al N Al N N Al N N Al Al N N Al N N Al Al N N Al N J N N N N N N N N N N N N N N N N N N N N N N N N Ni N N N N N L N ; i m a m F W , w a C1101 .1101 m 1901 1901 m M M m M 00 M r1 M M M 00 M M M M M M CA 0 O U C C h A. N. h h h N N h N h h A. h A. h h h h h h h h h h h h N m ` m 0 a) O • ' ri r1 1-1 r-1 r1 e-I .-I .-I ei ri .-i ri .1 .-1 .1 . .1 a-1 .1 . .1 . .1 .-i .'1 r1 .1 .-1 V.0 L H m co ON LOiI LLA L0i1 LLA00000 o o o LA o Ill Ll01 L011 Ll01 LLA Ll01oo an oo LA 000 C E "I'„, 01a "�+ 1. M ri ri M.rri rri rri M.rri ri ri rri fn.'rri ri rri rri r0 r0 ri rri ri ni ri rri ni ni ri W `p H E u o F C N m _ m O V)V)V)V)V)V)V)V)N V1 V)V)V)6A V)V)V)N V)N V)V)V)V)V)V)V)N VT ill. ..... C Cj 0 u E 4 en u G j U ▪ 0 0 0 0 0 0 0 0 0 0 0 0 0 o O O o 0 0 0 0 0 0 0 0 o O O O O N r 2 a W o a � I- a al E m °' • 3vm E 0 E ' m to aa m L 0 m '0 u C- m O W C aa' E a,J ' ..F...> 0 vw• a nLi :° 10• mo -c m M M m m m M m r1 on rn m m M m m m M M 0 M rA M M M M M M m U. IC N C e1 .-1 .-I .-1 .-1 .h-I e-1 .h-I r11 ri ri .'-I '1 .'-I H rti ri '6 r•E ei .-1 .-I '-I ei .-I .-I .-I .-I C ~ = a W O i ° p a a a a a a a a a a a a a a a a.1:' a a ° mua � iw a O�'Y o00000000000000000000000000o L E O K j Ln Ln LA LA LA LA LA LA LA IA LA LA LA to L to LA LA Ln LA N LA LA LA LA LA LA LA W C C > co « • H rD M ri in'cri rS cri rri cri m rri ri rri ri ri M.ri ri rri rri rri ri rri m ri cri ri M m E m C c w .o F > w m m a 'sa w 0 V)Vl V)Vl V)•a)V)V)V)V)V)V)V)V)V)V)ill.V)V)N V)N V)N V)V)V)-LA V)aA C 0 IC N E Ol W N G.0 m co vi = 0 LA .-1 LA N LA M LA V LA LA LA 60 LA IN LA CO Ln al Ln 0 Ln .-1 LA N LA M LA 9. LA LA L ` m W LL W U O .--I N M V LA LD N W Ol '� O '� '� `� `� `� I- u A y � 4, a u QE.W 0) 0 e W C 0) To. 0 8 m u 0 W w Q 2 N 2 W L,0 LL.1 The Colonial Apartments 144 S 38th St & 140 S 38th St, Omaha NE 68131 lit E ' � t - Nr ii 1 . L_f-...." - i,' r:- t ,, ,, , I , i 0.1,1 i .,.., . 1 ,,,, L 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 se "'°' p I -&s M -, .'fie"` , Dad e' r - . St �.'" r > In 44 ia.n N IA Q L G N tA co en IA 'A u y4q s � t- " ate" 4 3..r.z.,a�. -` �Y Ff ".� l Y �v"t." - r, Dewey Ave- 'a ,. — --- 4 ' - 18410 [1.44,1i - ; :',, ::: ...,v "... Via; o- ... 3 . 1 12 144 S 38th St,Omaha NE 68131 a ..X-----------lc - _ L a i i.ski, j ' I it :':::.1ifoi A v„ rt Alk f_ 13 STAR LELL ji IT 1 BED 1 aram It I ME1 la••••••••1 1•••••••1 TOW Cii B2D 0 SZEI 5F 1 LE! 1 axn-i I am I I. STUCid 0 sh„ ........ i N1M I ..s....A AillW . m.....,-..-.-. OQ:07...., V..-../` eil • 1.... , - 'Wail.• .a .72 SI- —• —• T ".. .' ci lir 0,7 III on _. VA" :0 I e _-z-. II e ell al I El neY 6.-1EPISTING wlisix..)5x IN 1 111 WELLS-. " NI V..C4111.4 CLEAN 0.11 I AO II ri FRAMED STOW II 111'PAIR 0 0 .... 61.11 12-gg 110 —• I kl DEN ' . E1911.1.2. MANCINI?'" ir CEIF 41,11 0 ST• - *MN . tit'betuAlr _0 0 _I j 1 0, e Him. , ] o 'UP,„!,', _ REPAIR Ille 11•••••• MN OW 1 I I TO 1161,91 A J17.T . . „ii.._ .0 ..k.l... 1 BED CI I 41; 1 RED 1 BATH I i 0 _1 0 •&M C10 4 I 1 672 SP ® ni:sA i ,.,1111ril :cam I s .4. 1 LI -In- 0 -. --- ..........,- ii; tzsr3.. ...r-t.....F=r________T 7 I _ ,.. 11 0 I .. . 2 SED 0 S ll' " 2 RAM I 0 a= \-1•1111 MA501.371'AT PEPIKMED O 6 OCR - Iv& 1 0 •.lia Ei, ; All 6* o Nib tniXAlue ww 15 '. - '40 SILL AAID,NIAIDOC. ' ; G -1.1.97 UM 4..T., ALLIAr11.41 "..' 'TeL. 10 1 0 - NEWTON.WT arm no -4Fil .....11 IPIZEI1 3.1'8 EF S CsETAN- II'0 0 0 WA'MT R CI FRAPAE3 4:1.110F 0 MET VA..OMB TO mrithslia A a.1 BE PAINTED!T Nsjo 1..k.W I I.-AAN 1 SPACk LATt.r.1 t T 0 1±. r..4.04rfrn ik.5 aurt.nma••17/4-,n, 0 C*1,157q1-C110, ....I 151:17.1Y%TAN Io 1---I F----1 I I I I 4-1 1-1 1---4 FIRST FLOOR PLAN-PROPOSED Ti • 1'.-T 14 sT .� 11......1 1-..-......1 F n 1 1.o7 1.r."1 - :. F—I - JOIEM:I:U■ III MI -MI III 1 T401 gin+ II a ,._1=1=...1 in MOO I .A... 1111)1W '1"5P r j I ke,, ir N CE�NTR/L Fo� I0 - - 1 BATH 4? 1 0 —1 Q Pl � 2` i II i I r ...4. — lii r1FAAi� al / TxISWr'A1a�WS II t b roll A 0 a 0 4 s REAR 0 i '+' MC" Y 1 ICI SF f!'Lt F RtIPLAL1Ip 6 i uy r _ I V 1 *7 :�I'L 11 Ili I! i:Th ■Pk est iiiiiiiiiii Ifi� ■f®H:1F:■ r '►� II _� _ t^ 'I` o 3vr.,cm OE �` .-1v ' , 0r.APJJagLTEG w�. O ,.. is or.' No cl • I t�— no. y L FrA Ion x4arsn . ■- 0 Gook PhG cl 11 ��, awtNr,zr '4: IMO !1 2:17 2FRTr..N 1 0 '' t dFU III PRO4E5 II —__-- -A - II ' .. r—i _ _ '- 1 — SECOND FLOOR PLAN-PROPOSED 1r13 SCALE: w/5 - 1'-Ur 15 .'... .7,OE MD SAM 170 iBE. Illsttc I ED.NENAKED am fl REP 41,4-1-,73, ru jr.,= =isr.1 „r•a-----------=,7 c-... , L....). rj El B. 0 in El 8 , 0 . ,...„.i. _ _ _ _ Et ,F3 9 mn. El a, Eli LEVEL - ---` ' '•• ' ••••."."-- - - --. . - _ El 0, 0 is 0 to. 1 0 81 : 11 II II a El ins, ta— ET • I II — —.... 7 r . • • Ekl BANG WYJO DOORS MD EistOcetrob to et suziED E>Z1ING W0011,00q5 AED 1 6140 REFANTE:',.rtE TRANSCO TO BE SENDEJ 400111 M111.IMPAIrar,c) ExKil.c.,EY-1,1::MUMMY ru-BE 3OUTH ELEVATION PEWITE a WITH MON.R.1.PAINT EASTIli6 PAINTED C.014C;;ETE SrAlms MET*/Flet.TO BE BLEECEO "TO BE REED AND FEJ.,...41:-ED 414,H CALE, IA' 1'..11r wooTH Atio En:Axton'I'M. NM:PAINT&II CC11,0,11 II ni opts If tr.!.no.3,41O WINNO TOM IBESEC..1 MBA,. L_., LBW.i El Ei _Ei Fi Ft R Fl El&TINO GA/v.41472,1M. r Ont4Gr AND IMMO,Er ' IBBKOTEO REPAFED.MO AO.BOB En ----- -------- 7 i f GBEENEE El ..... REBOrED r'-"L"'-.•-..::..................„,._ ill -----.1 - - - - - ..a. - fr I I I MINI Fl keeP_ Fl • • rim . __.___ __.__. ____._ ____ LEVEL 2 0 47 B moo Et B. FIRFIB . . . • • . .1.1. _ ...,t,, - 0-.1 0 ,. 01 El 9 Eli A i i ...: " ; roil n LE._ %I r . ,.. a I 1 !TiTI I q - , r-i 1 a I _ , _„ss.„„_ ..-............ . -..... ! ..7==_=17,g / _ _ ,t•-,,,m,lo Er To REIM, baser ...ni,BrOBABOlwal Era arr.COvuttle r/Fraar, T___MTH EU L 0 _94t0 ,....... .E BO6TE NErALLED. ,,,W,.,V OBCBETE CA. P.::In :or nr r 4.11....1 oil,To Er rrr+B.rn.r.1 r niv 0 rearT. MEE.BEV,OCKFI TO BE Par., BASIBG rft-JOID OGORS MO 04r.OREBBEr. „.,„,,,,,,,,,,,,, „ BOBHISTOrde reS0 ODOR TO TRABBOIA TOM 94..C.513 _ oTABIE, Er Brk.r,ro ABB nrnwcrn rAlcr/ro Ann EirEoBorn - LB1.11,,COBL,.r. - 40.0 NM TAN SBOLOIBEXTE.TO NEW ,4,. ..--rr-r-, -- 4,21,tiltr 1,,y,.01, , ,..,..,,,,, LEWIN IC ir.rol f tam.Iv Tn. HAN r.0370 ' BUBB.SONE BEN.167,749ILLO. Gri G tAki5tHr',NEE EI.TrwirEB.90.10 EALING, rf 1-13 Er BrEBIEE, Nor.rr<BB worm rBir EAST ELEVATION REPABlr. - - 1 SCILL:lir. 16 B. Site Outline(site specific) �—z—W 1 I �¢ I - L_TI_-- I1 i o I I 1I I — 1 Z I I I t I— I VI I I I I II co 1- I ,__i I---I €,,,) W I I E;.E.TwG Q M.TJyafJ.,41.1. to FEAWJ r --1 -1, - i 0:17;z ;:'.�,�. T tT'nELL T+a ; STING I ESI - GRAVEL LOT NORTH R4k.DINO -1"-.♦'•''RE TnI— MCI YNRK) ( WM .......... W i7ENChEO 0 I $55::::i. S I MU Y 41TII I I SP SF°NI' • Ib I ! cn I IIIIIe ,ram ) IwoI171 41111 I E4G'ME FOB I I — PEN ELVATCR FIT I I ? J : EIISTINO DIETING SOUTH BUILDING -- ADJACENT ADJACENT ISII BUILDING B04DING IZ 1 G WORK) INCWORK) I {N I :; I STIRS TL El• FARNAM STREET 17 cc cc I ,a El J Y : Z ory O 24 SPACES 0 0 X r3 2. 0 ::.4 6. n B :51:-"i • I H5 Ci J I ca.; "'EASING . i2 V GRAVEL...07 K+ g NORTII BUILDING • W I— {NO WORKt "tY •• 190u ill W L E, = m ,,.d . . ,„„ A mi': LASTING EASING SOUT.I BUILDINGI m AdJAC NT Af IACENT 1911 BULING BLS NO 010 WORK} {NO WORK} I °: . (.9 e► O 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