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2018-16RESOLUTION NO. 2018-16 COUNCIL MEMBER ANDERSEN INTRODUCED THE FOLLOWING RESOLUTION: BE IT RESOLVED, by the Mayor and City Council of the City of Blair, Nebraska that approval of the proposed form of the Redevelopment Agreement by and between the City of Blair, Nebraska, a Nebraska municipal corporation, as redeveloper, and the Community Development Agency of the City of Blair, Nebraska, in the form presented is hereby acknowledged and approved. The Mayor and City Clerk, on behalf of the City, as redeveloper, are hereby authorized to execute said Redevelopment Agreement in substantially the form presented but with such changes as they shall deem appropriate or necessary. The execution and delivery by the Mayor of the Redevelopment Agreement, or any such documents, instruments, agreements or certifications relating to such matters contained in the Redevelopment Agreement, shall conclusively establish their authority with respect thereto and the authorization and approval thereof. COUNCIL MEMBER WOLFF MOVED THAT THE RESOLUTION BE ADOPTED AS READ, WHICH SAID MOTION WAS SECONDED BY COUNCIL MEMBER SHEPARD. UPON ROLL CALL, COUNCIL MEMBERS SHEPARD, STEWART, HANSEN, WILLIS, WOLFF, JENSEN AND HALL VOTING "AYE", AND COUNCIL MEMBERS NONE VOTING "NAY", THE MAYOR DECLARED THE FOREGOING RESOLUTION PASSED AND APPROVED THIS 26TH DAY OF JUNE, 2018. CITY OF BLAIR, NEBRASKA BY FES REALPH, MAYOR ATTEST: &A 14) BRENDA WHEELER, CITY CLERK (SEAL) STATE OF NEBRASKA ) ) :ss: WASHINGTON COUNTY ) BRENDA WHEELER hereby certifies that she is the duly appointed, qualified and acting City Clerk of the City of Blair, Nebraska, and that the above and foregoing Resolution was passed and adopted at a regular meeting of the Mayor and City Council of said city held on the 26th day of June, 2018. t) BRENDA WHEELER, CITY CLERK REDEVELOPMENT AGREEMENT This Redevelopment Agreement ("Redevelopment Agreement") is made and entered into as of the 26th day of June, 2018, by and between the Community Development Agency of the City of Blair, Nebraska (the "Agency") and the City of Blair, Nebraska ("Redeveloper"). The Agency and/or Redeveloper may be referred to hereinafter as the "Party" or collectively as the "Parties". WITNESSETH: WHEREAS, the Mayor and City Council for the City of Blair, Nebraska, as governing body of the Agency, has adopted and approved a plan entitled "Redevelopment Plan for the Transformation Hill Redevelopment Area of the City of Blair, Nebraska", as amended (the "Plan"). The Plan sets forth a redevelopment project for the real estate described on Exhibit "A" attached hereto and incorporated herein (the "Redevelopment Project Area"), which is primarily located in the City of Blair, Nebraska, and which has previously been declared blighted and substandard or otherwise eligible for redevelopment by the Mayor and Council of the City of Blair, Nebraska (the City of Blair, Nebraska, in its municipal capacity and not as Redeveloper, is referred to in this Redevelopment Agreement as the "City"); and WHEREAS, the Agency has encouraged and induced Redeveloper to engage in certain redevelopment activities in the Redevelopment Project Area and Redeveloper is not willing to incur the substantial investment necessary for such redevelopment of the Redevelopment Project Area without the assistance of tax -increment financing ("TIF") provided by the Agency to Redeveloper in this Redevelopment Agreement; and WHEREAS, pursuant to the Plan, Redeveloper intends to demolish existing improvements, conduct site preparation and construct various public improvements for the uses and in the manner specified in the Plan (collectively, said improvements are referred to in this Redevelopment Agreement as the "Redevelopment Project"); and WHEREAS, the real property within the Redevelopment Project Area known as Area Three and Area Four (as defined in the Plan and shown on Exhibit "A") is to be owned by Redeveloper prior to undertaking the public improvements thereon; and WHEREAS, after implementing the necessary public improvements, Redeveloper will incrementally sell the residential lots located in Area Four to private developers for the purpose of developing the, private improvements thereon; and WHEREAS, Area Two (as defined in the Plan and shown on Exhibit "A"), excluding public right-of-ways, is to be owned by Eriksen Construction Co., Inc. ("Eriksen Construction"), prior to Redeveloper undertaking the public improvements thereon; and WHEREAS, Area One (as defined in the Plan and shown on Exhibit "A") is owned by Angels Share, a Nebraska nonprofit corporation; and DOCS/2094598.2 1 WHEREAS, the Agency proposes to authorize the issuance of a tax increment revenue bond, or a series of bonds (the 'Bond" or "Bonds"), to provide for eligible costs relating to the redevelopment of the Redevelopment Project Area as shall be more specifically described in a resolution (or resolutions) to be adopted by the governing body of the Agency (the "Resolution"); and WHEREAS, Redeveloper seeks the assistance of the Agency for the costs of the eligible public improvements and therefore is willing to agree to the conditions herein set forth as an inducement to the Agency to issue the Bonds as provided in the Resolution. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the Agency and Redeveloper do hereby agree, covenant and warrant as follows: Section 1. Representations, Warranties and Covenants of Redeveloper. Redeveloper hereby represents, covenants and warrants as follows: (a) Redeveloper is a Nebraska municipal corporation duly organized and existing under the laws of the State of Nebraska, is authorized to enter into and perform its obligations under this Redevelopment Agreement and, to the best of the knowledge of Redeveloper, is not in violation of the laws of the State of Nebraska. (b) Throughout the term of this Redevelopment Agreement, Redeveloper will reasonably endeavor to construct, operate and maintain the Redevelopment Project in accordance with the terms of this Redevelopment Agreement and all applicable local, state and federal laws and regulations (including, without limitation, environmental, zoning, building code and public health laws and regulations). (c) Redeveloper anticipates that the Redevelopment Project will be completed over a number of years based upon market conditions and other extraneous factors. (d) Redeveloper has not received notices or communications from any local, state or federal official or body that the activities of Redeveloper respecting the Redevelopment Project Area or the construction of the Redevelopment Project thereon may be or will be in violation of any law or regulation. (e) Redeveloper will use its best efforts to obtain or to cause others to obtain, in a timely manner, all required permits, licenses and approvals and to meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met for the Redevelopment Project to be lawfully constructed, occupied or operated. DOCS/2094598.2 (f) The execution and delivery of this Redevelopment Agreement, the consummation of the transactions contemplated hereby and the fulfillment of or compliance with the terms and conditions of this Redevelopment Agreement are not prevented or limited by and will not conflict with or result in a breach (i) of any provision of any evidence of indebtedness, agreement or instrument of whatever nature to which Redeveloper is now a Party or by which it is bound; or (ii) of any past, pending or threatened litigation, court order, or administrative proceeding, by which Redeveloper is or might become bound. (g) Redeveloper acknowledges and agrees that the Agency shall not be obligated to pay any costs related to the Redevelopment Project other than costs to be paid from available grant monies, if any, and Redeveloper, or Redeveloper's successors or assigns, hereby undertakes and agrees to pay any and all such cost. All costs of the Redevelopment Project shall be paid in full and there are and shall be no construction liens unpaid against the Redevelopment Project Area or any of the improvements thereon owned by Redeveloper. Redeveloper agrees to provide for the construction of public improvements located within the Redevelopment Project Area as described in the Plan or as described in this Redevelopment Agreement, except to the extent that the Agency or the City shall agree otherwise by separate written agreement with Redeveloper. (h) Redeveloper agrees to enter into a written agreement with Eriksen Construction and any other owner of real property within the Redevelopment Project Area endeavoring to build private improvements thereon. Such agreement shall obligate the owner to construct the private improvements in the manner and for the uses contemplated under the Plan and this Redevelopment Agreement. (i) Redeveloper agrees and covenants for itself, its successors and assigns that as long as the Bonds are outstanding, it will not discriminate against any person or group of persons on account of race, sex, color, religion, national origin, ancestry, disability, marital status or receipt of public assistance in connection with the Redevelopment Project. Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Redevelopment Project, Redeveloper will not discriminate against any employee or applicant for employment because of race, religion, sex, color, national origin, ancestry, disability, marital status or receipt of public assistance. Redeveloper will comply with all applicable federal, state and local laws related to the Redevelopment Project. (j) Any general contractor chosen by Redeveloper or any owner of real property constructing improvements within the Redevelopment Project Area shall obtain and keep in force at all times until completion of construction, policies of insurance including coverage for contractors' general liability and completed operations of at least $500,000 per occurrence and $1,000,000 in the aggregate, and a penal bond as required by the Act and section 9 of this Redevelopment Agreement. The Agency and Redeveloper shall be named as additional insureds. Any such contractor shall be required to purchase and maintain property DOCS/2094598.2 3 insurance upon the Redevelopment Project to the full insurable value thereof. This insurance shall insure against the perils of fire and extended coverage and shall include "All Risk" insurance for physical loss or damage. (k) With respect to the Redevelopment Project, Redeveloper has not filed nor does it intend to file an application to receive tax incentives under the Nebraska Advantage Act. Section 2. Incorporation of Plan; Agency to Issue Tax Increment Bond(s). This Redevelopment Agreement hereby incorporates the Plan by this reference. In order to provide for payment of some of the public improvements set forth in the Plan and this Redevelopment Agreement, as described in Exhibit "B", attached hereto and incorporated herein (the "Public Improvements"), the Agency shall proceed to issue the Bond on the form prescribed in the Resolution, in the principal amount not to exceed $1,480,000, under the Resolution with such terms and conditions as the Agency reasonably determines appropriate under the circumstances to be set forth in the Resolution. The Agency and Redeveloper hereby agree that the "division date" for the division of ad valorem real property taxes as provided under the Act is January 1, 2019. The "redevelopment project valuation" (as defined under section 18-2103(21) of the Act) shall be the valuation of the individual tax parcels within the Redevelopment Project Area as of January 1, 2018. The Agency shall file notice to secure such division date in the manner prescribed by law. Upon the occurrence of an unforeseen delay or change in market conditions, Redeveloper and the Agency may agree in writing to a different division date. The Bond shall constitute a limited obligation of the Agency payable exclusively from that portion of the incremental ad valorem real estate taxes generated from the Redevelopment Project pursuant to section 18-2147 of the Act and collected for a period not to exceed fifteen (15) years from the division date. Upon receipt, the Agency shall deposit the proceeds of the Bond with the City Treasurer of the City pursuant to the Resolution, and the Treasurer shall disburse such proceeds to provide for all or a portion of the costs of the Public Improvements in accordance with the following: (a) Costs related to the Redevelopment Project as incurred by the Agency, including the fees and expenses of special counsel; and (b) Costs for the Public Improvements, as identified and allocated on Exhibit `B" ("Eligible Costs"), to the extent paid by Redeveloper shall be reimbursed (but only fiom available grant monies) to Redeveloper, as evidenced by paid invoices or other evidence acceptable to the Agency; each such reimbursement shall be and constitute a grant to Redeveloper made under the terms on this Redevelopment Agreement and the Act. If, during the course of the fifteen -year period described above, the Agency, in its sole discretion, determines that the incremental ad valorem real property taxes collected in relation to the DOCS/2094598.2 4 Redevelopment Project will exceed the original Bond amount, the Agency may issue an additional Bond to cover any outstanding Eligible Costs of Redeveloper. Such Bond shall be distributed in the manner described above and shall only be payable from the grant proceeds collected during the initial fifteen -year period from the division date. Section 3. Covenants With Respect to Taxation of Redevelopment Project Area. Redeveloper agrees with respect to the Redevelopment Project as follows: (a) Until the termination of this Redevelopment Agreement (as described in Section 18 hereof), Area Two and Area Four shall be operated for the use substantially similar to that contemplated in the Plan and no sale or conveyance of such property shall be made to any person or entity for ownership or use which would cause the real property within the Redevelopment Project Area to be eligible for exemption from ad valorem taxes under Section 77-202 R.R.S. Neb. 2009, as now existing or hereafter amended, or any successor provision thereto. The covenants in this section 3(a) shall be binding upon all current and future owners of real property within Area Two and Area Four. Redeveloper and Eriksen Construction, or their respective successors and assigns, shall place covenants, conditions and restrictions upon each individual lot within Area Two and Area Four enforcing this covenant for the duration of this Redevelopment Agreement. (b) Redeveloper intends to create a taxable real property valuation of the Redevelopment Project Area of $200,000 to $275,000 for single-family homes (as determined by the initial sale price of the home) and $500,000 for each condo located within Redevelopment Project Area (individually, with respect to each tax parcel within the Redevelopment Project Area, the "Minimum Valuation") by 2029. Redeveloper and Agency may enter into a supplemental written agreement to determine a Minimum Valuation for any tax parcel with private improvements other than a single-family home or condo constructed thereon. From and after the issuance of the Bonds and so long as the Bonds remain outstanding and unpaid, Redeveloper, Eriksen Construction and all subsequent owners of real property within Area Two and Area Four agree that they shall not contest any taxable valuation assessed for the Redevelopment Project Area, as determined by the appropriate assessing and taxing officials of Washington County, Nebraska, for purposes of local ad valorem real estate taxes which does not exceed the Minimum Valuation. The covenants in this section 3(b) shall be binding upon all current and future owners of real property within Area Two and Area Four. Redeveloper and Eriksen Construction, or their respective successors and assigns, shall place covenants, conditions and restrictions upon each individual lot within Area Two and Area Four enforcing this covenant for the duration of this Redevelopment Agreement. (c) If, during the period of this Redevelopment Agreement and after the filing of a notice to divide, the Redevelopment Project Area is assessed at less than the Minimum Valuation, Redeveloper, or the holder of the Bond(s), shall defer DOCS/2094598.2 5 receipt of any such shortfall. If the Bond holder is required to defer the receipt of any such shortfall amounts, the Bond holder shall be entitled to receive reimbursement of any such shortfall payment to the extent incremental ad valorem taxes later become available during the fifteen (15) year period prescribed by the Act in an amount in excess of the amount necessary to meet the current debt service payments. Redeveloper and the Bond holder shall forgive any such shortfall amounts not reimbursed at the end of the fifteen (15) year period prescribed by the Act. Additionally, in its sole and exclusive discretion, the Agency may levy a tax under section 18-2107(11) of the Act to account for any such shortfall. (d) Redeveloper and Eriksen Construction further agrees as follows: (i) to pay all local ad valorem real estate taxes as levied and assessed before the same become delinquent; and (ii) not to seek any administrative review or judicial review of the applicability or validity of any tax statute relating to taxation of the Redevelopment Project or to raise such inapplicability or invalidity as a defense in any administrative or judicial proceedings; and (iii) not to seek any tax deferral or tax abatement with respect to local ad valorem taxes, either as presently or prospectively authorized under any law of the State of Nebraska or federal law with respect to the Redevelopment Project; and (iv) to pay or cause to be paid, when due and before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all water and sewer rates and charges, occupancy tax, special assessments and other governmental levies and charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever, which are assessed, levied, confirmed, imposed or become payable with respect to the Redevelopment Project; provided, however, that any special assessments levied for water, sewer or paving improvements shall be permitted to be paid as the same fall delinquent and may bear interest from the date of levy or other appropriate date set by the levying body; and (v) to pay those local ad valorem real estate taxes levied and assessed to become due on or before December 31, 2033, at the earliest time in said year that such taxes have been determined and in any event on or before December 31, 2033; and (vi) to retain copies of all supporting documents (as defined under section 18- 2119(4) of the Act) actually generated and received by redeveloper in relation to the Redevelopment Project or Plan until the expiration of three DOCS/2094598.2 years following the end of the last fiscal year in which ad valorem taxes were divided in relation to the Redevelopment Project; The covenants in this section 3(d)(i-v) shall be binding upon all current and future owners of real property within Area Two and Area Four. Redeveloper and Eriksen Construction, or their respective successors and assigns, shall place covenants, conditions and restrictions upon each individual lot within Area Two and Area Four enforcing this covenant for the duration of this Redevelopment Agreement. (e) in no event shall amounts payable by Redeveloper under the terms of this Redevelopment Agreement for real estate taxes related to the amounts of taxes attributable to increases in valuation in excess of the Minimum Valuation be available or be applied or be required to be paid for purposes of paying principal or interest on any debt obligation of the City or the Agency other than the Bonds, until the Bonds has been paid in full. Section 4. Release and Indemnification. Redeveloper hereby releases from and covenants and agrees that the Agency and the City, together with their governing body, officers, agents, including their independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purpose of this Section 4, collectively the "Indemnified Parties") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect arising from the Redevelopment Project or within the Redevelopment Project Area. Provided, however, such release shall not be deemed to include such liability actions as arise directly out of the willful misconduct of the Agency or the City. Additionally, the Indemnified Parties shall not have any pecuniary obligation or monetary liability under this Redevelopment Agreement. The obligation of the Indemnified Parties on the Bonds or any indebtedness contemplated hereunder shall be limited solely to the incremental ad valorem taxes generated from the Redevelopment Project pledged as security for such indebtedness. Specifically, but without limitation, the Indemnified Parties shall not be liable to Redeveloper or any other third party for any costs, liabilities, actions, demands, or damages for failure of any representations, warranties or obligations hereunder. Section 5. Covenants to Run with the Land; Easement; RecordinIZ of Redevelopment Agreement. Redeveloper, Eriksen Construction and Agency agree and acknowledge that this Redevelopment Agreement and the undertakings of Redeveloper and the Agency as herein provided for shall be considered as and constitute covenants running with the land binding upon Redeveloper and the Agency and their successors and assigns and upon each successive owner of the Redevelopment Project Area or any portion thereof. Redeveloper hereby acknowledges and agrees that by the terms of this Redevelopment Agreement it is binding and obligating any and DOCS/2094598.2 all of its interest in the Redevelopment Project Area, now or hereafter acquired, and hereby covenants and warrants for the benefit of the Agency and the registered owner of the Bonds that Redeveloper shall defend such interest in the Redevelopment Project Area against the claims and interests of any and all persons. Redeveloper, Eriksen Construction and the Agency agree and acknowledge that a copy of this Redevelopment Agreement shall be recorded against all real estate located in the Redevelopment Project Area and shall remain of record until the Bonds have been paid in full or matured. As and to the extent that this Redevelopment Agreement does not have priority by order of recording over each and every mortgage or other instrument securing indebtedness of Redeveloper, Redeveloper hereby agrees to obtain the written agreement in recordable form from each mortgagee or other encumbrancer having any such priority, which written form acknowledges and agrees to the terms of this Redevelopment Agreement. Redeveloper agrees to provide the Agency with a title report or other evidence as to the status of title to the Redevelopment Project Area after the recording of this Redevelopment Agreement and before the issuance of the Bonds. After the Bonds have been paid in full, Redeveloper or any successor or assign of Redeveloper, or current owner of real property within the Redevelopment Project Area, shall have the right to request in writing and the Agency shall, upon such request, execute and deliver an appropriate instrument evidencing the termination of this Redevelopment Agreement and of the covenants and undertakings herein provided. The Agency shall have the right, from time to time in its sole and reasonable discretion, to release specific parcels or lots located within the Redevelopment Project Area from any or all of the specific provisions of this Redevelopment Agreement. Section 6. Default and Remedies upon Default. Redeveloper and Agency agree with respect to any defaults or failures of performance by Redeveloper or Agency as follows: (a) The following shall constitute `Events of Default" under the terms of this Redevelopment Agreement: (i) failure by Redeveloper or Agency to observe timely or perform timely any covenant, condition, obligation or agreement on its part to be observed or performed under this Redevelopment Agreement; (ii) any representation or warranty made herein by Redeveloper or Agency proves untrue in any respect reasonably deemed to be material by the Agency or Redeveloper; (iii) an event of default or material breach by or attributable to Redeveloper or Agency relating to the Redevelopment Project or any portion thereof, including, without limitation, breach of the terns of any agreement or other instrument relating to the financing or construction thereof; or (iv) Redeveloper makes an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt or petitions for an order for relief, petitions or applies to any tribunal for the appointment DOCS/2094598.2 8 of any receiver or any trustee or a debtor in possession of Redeveloper or any part of its property or commences any proceeding related to Redeveloper under any reorganization, arrangement, readjustment of debt, dissolution or liquidation act, code, law or statute of any jurisdiction, whether now or hereafter in effect, or if there is commenced against Redeveloper any such proceedings and Redeveloper by any act indicates its consent or approval of or acquiescence in any such proceeding or the appointment of any receiver or any trustee or debtor in possession for Redeveloper or any part of its property or suffers any such receivership or trusteeship. (b) Whenever a Event of Default occurs, in addition to all other remedies available to the Agency or Redeveloper at law or in equity, the Agency or Redeveloper (1) may suspend its performance under this Redevelopment Agreement, including an order to the City Treasurer or any other appropriate officer to suspend contracting for Public Improvements or disbursement of monies for Eligible Costs or other improvements until receiving adequate assurances from Redeveloper or Agency that Redeveloper or Agency has cured the default and will continue performance under this Redevelopment Agreement; and (2) may take such action at law or in equity as the Agency or Redeveloper reasonably deem appropriate, including specific performance or injunction to enforce or compel performance of the provisions of this Redevelopment Agreement. (b) Redeveloper acknowledges and agrees that the Agency or any registered owner of any Bonds outstanding under the Resolution shall each be entitled to specific performance and injunction or other equitable relief for any breach or threatened breach of any of the provisions of this Redevelopment Agreement, notwithstanding the availability of an adequate remedy at law and Redeveloper hereby waives the right to raise such defense in any proceeding in equity. (c) No remedy herein conferred upon or reserved to the Agency or the registered owner of the Bonds is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Redevelopment Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. (g) If any provision of this Redevelopment Agreement is breached by a Party and thereafter waived by the other Party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. (h) Anything in this Section 6 to the contrary notwithstanding, none of the events described in subsection 6(a)(iv) above shall constitute an Event of Default after DOCS/2094598.2 the Redevelopment Project has been completed and the proceeds of the Bonds have been disbursed in full. Section 7. Status of Aizency. The Agency shall not be regarded as the partner, joint venturer or other jointly acting party with Redeveloper for any purpose whatsoever and the undertakings and agreements on the part of the Agency herein provided for are undertaken solely pursuant to the provisions of sections 18-2101 to 18-2150 of the Act and for the limited governmental purposes of promoting and encouraging redevelopment of a blighted and substandard area. Section 8. Manner of Sale of Bond(s). Redeveloper agrees toaccept the Bonds in the principal amount thereof in consideration for the Public liuprovements or to find a purchaser for the Bonds upon terms and conditions acceptable to the Agency. Any such sale or placement of the Bonds shall be by means of a private placement to a financial institution or other institutional buyer capable of evaluating the risks of investment in the Bonds or to Redeveloper. Any such purchaser, excluding Redeveloper, shall provide to the Agency an investment letter setting forth the understanding as to purchase for investment and not for any farther distribution, in a form approved by the Agency. Section 9. Indemnification and Penal Bond Redeveloper hereby agrees to indemnify and save the Agency harmless for any payment or liability to which the Agency may become subject for carrying out of any contract entered into by Redeveloper with respect to the Redevelopment Project. Redeveloper agrees to provide to the Agency evidence that there is in effect a bond for the payment costs as required under Section 18-2151 of the Act. Section 10. Additional Parties Added as Redeveloper. The Parties specifically agree that additional parties or entities may be admitted to and included within the meaning of the term "Redeveloper" upon the mutual written consent of both Parties. Section 11. Redevelopment Agreement Binding Upon Successors and Assigns. This Redevelopment Agreement is made for the benefit of Redeveloper, the Agency and the registered owners from time to time of the Bonds as third patty beneficiaries. This Redevelopment Agreement shall be binding upon the Agency and Redeveloper, and any successors or assigns thereof. Redeveloper may assign its interest in the Redevelopment Project, in whole or in part, upon the prior written approval of the Agency. No assignment by Redeveloper to the assignee shall be effective until a written instrument binding the assignee under the terms of the Plan and this Redevelopment Agreement (as and to the extent of such assignment), duly acknowledged and in recordable form, has been executed and delivered by the DOCS/2094598.2 10 assignee and recorded in the real estate records of Washington County, Nebraska, with respect to the Redevelopment Project Area. Section 12. Titles of Sections. Any titles of the several Sections of this Redevelopment Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions hereof. Section 13. Notices. Except as otherwise specified herein, all notices hereunder shall be in writing and shall be delivered to the address for the City Administrator, with respect to the Agency, and the City Clerk, with respect to the Redeveloper, or such other address as such Party may hereafter specify by notice to the other given by United States mail or by other telecommunication device capable of creating a written record of such notice and its receipt. Each such notice, request or other communication shall be effective (i) if given by mail, five (5) days after such communication is deposited in the mail, certified or registered with return receipt requested, addressed as aforesaid or (ii) if given by any other means, when delivered at the addresses specified in this Section 13 or at any such other address with respect to any such Party as that Party may, from time to time, designate in writing and forward to the other Party as provided in this section. Section 14. Severability. If any provision of this Redevelopment Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case, for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative and unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained, invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses, sections or paragraphs in this Redevelopment Agreement shall not affect the remaining portions of this Redevelopment Agreement or any part thereof. Section 15. Counterparts. This Redevelopment Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 16. Law Governing. The Parties agree that this Redevelopment Agreement shall be governed and construed in accordance with the laws of Nebraska. Section 17. Time of the Essence. DOCS/2094598.2 11 Time shall be of the essence of this Redevelopment Agreement. Section 18. Termination. This Redevelopment Agreement shall commence as of the date first above written and shall terminate upon the earlier of fifteen years after the division date set forth in Section 2 of this Redevelopment Agreement or payment of all principal and interest owed toward the Bond(s). Section 19. Force Majeure Event. Neither Redeveloper nor the Agency shall be considered in breach of, or in default in its obligations with respect to any of the obligations under this Redevelopment Agreement in the event that an enforced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, caused by a Force Majeure Event, which is defined herein as any failure or delay in performance by a Party that is proximately caused by acts of God, or wars or insurrections; it being the purpose and intent of this provision that in the event of the occurrence of any such enforced delay, the time or times for performance of the obligations of Redeveloper or the Agency, as the case may be, shall be extended for the period of the enforced delay as determined by the mutual agreement of Redeveloper and the Agency; provided, that Redeveloper or the Agency, as the case may be, shall, within twenty (20) days after the beginning of any such enforced delay, have notified Redeveloper or the Agency (as applicable) in writing of the cause or causes thereof, and requested an extension for the period of the enforced delay. Section 20. Effect of Redevelopment Agreement. This Redevelopment Agreement (including the Plan as incorporated by reference) constitutes the entire understanding by and between the Parties concerning the subject matter hereof, and supersedes and replaces all prior agreements. No other prior or contemporaneous representations, inducements, promises or agreements, oral or otherwise, between or among the Parties relating to the subject matter hereof and not embodied in this Redevelopment Agreement shall be of any force and effect. Section 21. Consent and Ratification by Future Owners Within a commercially reasonable time after execution of this Redevelopment Agreement by both the Agency and Redeveloper, Redeveloper shall cause Eriksen Construction to execute the "Consent and Ratification" attached hereto and incorporated herein as Exhibit "C". Redeveloper shall cause any third party that purchases a lot from Redeveloper within Area Four to execute a similar document prior to such sale. (Signatures on following page) DOCS/2094598.2 12 IN WITNESS WHEREOF, the Agency and Redeveloper have caused this Redevelopment Agreement to be executed by their duly authorized representatives. COMMUNITY DEVELOPMENT AGENCY OF THE CITY OF BLAIR, NEBRASKA By. \`� v� J es ealph, Chaiiperson ayor) ATTEST: Lu"eL4 Gtkt'L Brenda Wheeler, Secretary (City Clerk) STATE OF NEBRASKA ) ) ss. COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this Ob day of -J-u nC , 2018, by James Realph, Chairperson, and Brenda Wheeler, Secretary, of the governing body of the Community Development Agency of the City of Blair, Nebraska on behalf of such agency. Notary Public DOCS/2094598.2 13 CITY OF BLAIR, NEBRASKA, a Nebraska municipal corporation Name: James Realph Title: Mayor By: Ma ATTEST: Au""� k)LA Clerk STATE OF NEBRASKA ) ) ss. COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this 26th day of June, 2018, by James Realph, Mayor, and Brenda Wheeler, Clerk, of the City of Blair, Nebraska, on behalf of the City of Blair, Nebraska. DOCS/2094598.2 14 Exhibit "A" Redevelopment Project Area Legal Description: Area One: Lot 2, in Transformation Hill Addition, in the City of Blair, Washington County, Nebraska. Area Two: Lots 12 thru 26, inclusive, in Transformation Hill Addition, in the City of Blair, Washington County, Nebraska, together with that portion of Hansen Drive right-of-way lying south of the southerly lot line of Lot 26. Area Three: Tax Lots 425 and 643 in the Northwest Quarter (NW1/4) of Section 11, Township 18 North, Range 11 East of the 6th P.M., in the City of Blair, Washington County, Nebraska, together with that part of Hansen Drive right-of-way and North 27th Street right-of-way abutting on the west and south. Area Four: Lots 27 thru 57, inclusive, in Transformation Hill Addition, in the City of Blair, Washington County, Nebraska, together with Krejci Boulevard. * The above legal descriptions are approximations based upon a replat of the Redevelopment Project Area, and any discrepancies between the legal descriptions and the depiction of the Redevelopment Project Area below shall be decided in favor of the depiction of the Redevelopment Project Area. Exhibit "A" DOCS/2094598.2 Depiction: Exhibit "A" DOCS/2094598.2 Projected Sources: Estimated Tax Levy Interest Rate Number of Years Property Valuation: Pre -Project Completed Project Difference Annual TIF Amount: Total TIF Amount: Exhibit "B" Projected TIF Sources and Uses 2.05 TBD 15 Assessed Val. $700,000* $8,554,333** $7,854,333 $159,393.69 $2,390,905 Est. Taxes (less 1% assessor's fee) $14,206.50 $173,600.19 $159,393.69 * The assessed value of the Redevelopment Project Area is based upon an estimate and not historical records due to replatting and the land's prior tax-exempt status. The actual base valuation will be determined by the county assessor for Washington County. * * The estimated value of the completed Redevelopment Proj ect is an average of the estimated assessed values over the course of 15 years, based upon the anticipated progression of construction. Exhibit "B" DOCS/2094598.2 Proiected TIF Uses (i.e.. Public Imurovements and Elieible Costs): Asbestos Abatement $210,000.00 Building Demo $450,000.00 Tree Removal $35,000.00 Grading (North) $40,000.00 Grading (South) $30,000.00 Gas Line Relocate $20,000.00 Storm Water Management $30,000.00 Reconstruction Hanson St., 27th St. & Workforce Blvd. $100,000.00 Electric Installation for Lots 27 through 57 $45,000.00 Storm Sewer along Viking Cir. $29,000.00 City TIF Costs for Subdivisions (itemized) Extension Sewer fiom College Dr. to Hanson $280,000.00 Extension Sewer to Lots 19-26 $120,000.00 Extension Sewer on Workforce Blvd. $125,000.00 Street Extension for Workforce Blvd. $125,000.00 Storm Sewer Workforce Blvd. $50,000.00 Temp turn -a -round Workforce Blvd. $20,000.00 Water Extension to Lots 27-57 $65,000.00 Legal Fees $20,490.00 Warrant Interest $42,510.00 TOTAL $1,837,000.00 * The above figures are only estimates of the Eligible Costs and such actual costs will be reflected in the cost certifications required under section 2(b) of the Redevelopment Agreement. * * All Eligible Costs contemplated in the Plan and not otherwise specified herein shall be included as Eligible Costs for purposes of this Redevelopment Agreement under this Exhibit "B" * * * Eligible Costs are projected to be in excess of $1,480,000, but the initial Bond is limited to $1,480,000 as a fiscal precaution due to the anticipated length of the Redevelopment Project and unknown future market conditions. However, the City may issue additional Bonds, as provided in section 2 of this Redevelopment Agreement, to cover any outstanding Eligible Costs in the event that the incremental ad valorem real property taxes collected in relation to the Redevelopment Project exceed the original Bond amount. Exhibit "B" DOCS/2094598.2 Exhibit "C" Consent and Ratification (See attached) Exhibit "C" DOCS/2094598.2 CONSENT AND RATIFICATION The undersigned, Eriksen Construction Co., Inc., a Nebraska corporation ("Eriksen Construction"), hereby executes this Consent and Ratification as of 71A( , 2018 (the "Effective Date"). WHEREAS, the Community Development Agency for the City of Blair, Nebraska ("Agency") and the City of Blair, Nebraska, a Nebraska municipal corporation ("Redeveloper") have entered into that certain redevelopment agreement dated 61y( (,, , 2018 (the "Redevelopment Agreement"); and WHEREAS, the Redevelopment Agreement affects that certain Property owned by Eriksen Construction which is legally described on Exhibit "1" (the "Property"); and WHEREAS, Eriksen Construction has agreed that the Property shall be subject to the Redevelopment Agreement and the record owner of the Property shall comply with any obligations set forth in the Redevelopment Agreement specific to the Property or owner; and WHEREAS, Eriksen Construction has further agreed that in exchange for Redeveloper's efforts in securing the Redevelopment Agreement and rights related thereto, Redeveloper shall be entitled to retain all economic benefits and rights of the "Redevelopment Project" under the Redevelopment Agreement, including, but not limited to, the proceeds of the Bonds (as defined in the Redevelopment Agreement); and WHEREAS, Eriksen Construction consents to the filing of, and ratifies the Redevelopment Agreement and in all respects acknowledges and approves the Redevelopment Agreement and its recording with this Consent and Ratification in the records of the Register of Deeds of Washington County, Nebraska, against the Property. NOW THEREFORE, by execution of this Consent and Ratification, Eriksen Construction hereby ratifies the foregoing statements as of the Effective Date, acknowledges the receipt and sufficiency of the consideration, and agrees that this Consent and Ratification shall run with the land and shall be binding upon Eriksen Construction, its successors and assigns and upon each successive owner of the Property or any portion thereof. (Signatures on following page) Consent and Ratification to Redevelopment Agreement DOCS/2094598.2 IN WITNESS WHEREOF, Eriksen Construction has caused this Consent and Ratification to be executed by its duly authorized representatives as of the Effective Date. ERIKSEN CONSTRUCTION CO., INC., a Nebraska cQrr)oratl0 Title: `G , �% 4 ' t' Qa Consent and Ratification to Redevelopment Agreement DOCS/2094598.2 Exhibit "1" Legal Description of Property Lots 12 thru 26, inclusive, in Transformation Hill Addition, in the City of Blair, Washington County, Nebraska. Consent and Ratification to Redevelopment Agreement DOCS/2094598.2