2021-03-17 Redevelopers Closing CertificateREDEVELOPER'S CLOSING CERTIFICATE
THIS CLOSING CERTIFICATE is dated effective as of March 17, 2021, and is made
by SAI Properties V, Inc., a Nebraska corporation (the "Redeveloper"), for the benefit of the
Community Development Agency of the City of Blair, Nebraska (the "Agency") and the City
of Blair, Nebraska (the "City").
RECITALS
This Closing Certificate is provided in connection with the certain terms and conditions
of that Redevelopment Contract dated October 27, 2020, by and between Redeveloper and the
Agency (the "Redevelopment Contract"). The purpose of this Closing Certificate is to evidence
Redeveloper's representations and warranties related to the Redevelopment Contract in order to
effectuate the closing by and between the Agency and the Redeveloper related to a $970,000 tax
increment revenue bond entitled Tax Increment Revenue Bond of The Community Development
Agency of the City of Blair, Nebraska (The Hayden Place Redevelopment Project — Phase One),
Series 2021, Date of Issue - March 17, 2021 (the "Bond"), issued by the Agency pursuant to
Resolution No. 2021-1, passed and approved March 9, 2021 (the "Resolution"), by which
Redeveloper will be granted the net bond proceeds along with the rights to certain incremental
tax payments ("TIF Revenues") as outlined in the Redevelopment Contract as reimbursement
for costs expended pursuant to the Redevelopment Contract, and which closing is scheduled to
occur on or about March 17, 2021. Capitalized terms used herein and not otherwise defined
herein shall have the meanings provided to such terms in the Redevelopment Contract.
AGREEMENT
NOW, THEREFORE, Redeveloper hereby certifies and agrees as follows:
1. Restatement of Redevelopment Contract Representations and Warranties.
All representations and warranties made by Redeveloper relating to the Redevelopment Contract
are true and correct in all respects as of this date. These representations and warranties
specifically include the following:
A. Redeveloper, a Nebraska corporation which is authorized and qualified to transact
business in the State of Nebraska, is not in violation of any provisions of its articles of
incorporation or bylaws, is authorized to enter into and perform its obligations under this
Agreement and, to the best knowledge of the Redeveloper, is not in violation of the laws
of the State of Nebraska.
B. Throughout the term of the Redevelopment Contract, Redeveloper will reasonably
endeavor to rehabilitate, operate and maintain the Phase One Project in accordance with
the terms of the Redevelopment Contract and all applicable local, state and federal laws
and regulations.
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C. The Phase One Project shall be completed by the Redeveloper at an estimated
cost of Seven Million Five Hundred Seventy Thousand Two Hundred Three Dollars
($7,572,203) on or before June 30, 2022.
D. Prior to the earlier of completion of the Phase One Project or the first
disbursement of TIF Revenues, Redeveloper shall certify that it has incurred Eligible
Costs in an amount equal to or exceeding the principal amount on the Bond, as evidenced
by paid invoices or other evidence acceptable to the Agency. If Redeveloper has not
made such certification prior to the first disbursement of TIF Revenues, the principal
amount of the Bond shall be reduced to reflect the Eligible Costs certified to the Agency
as of such date.
E. Redeveloper has received no notice or communication from any local, state or
federal official or body that the activities of Redeveloper respecting the Phase One Site or
the construction of the Phase One Project thereon may be or will be in violation of any
law or regulation (including without limitation environmental, zoning, building code and
public health laws and regulations).
F. 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 all requirements
of all applicable local, state and federal laws and regulations which must be met for the
Phase One Project to be lawfully constructed, occupied or operated.
G. The execution and delivery of the Redevelopment Contract, the consummation of
the transactions contemplated therein and the fulfillment of or compliance with the terms
and conditions of the Redevelopment Contract are not prevented, limited or in conflict
with (i) 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) any
past, pending or threatened litigation, court order, or administrative proceeding, by which
Redeveloper is or might become bound.
H. The Redeveloper is not aware of any hazardous waste or other significant
environmental pollution condition or hazard existing on or within the Phase One Site,
except as otherwise previously disclosed to the Agency.
I. The Redeveloper acknowledges and agrees that neither the Agency nor the City
shall be obligated to pay any costs related to the Phase One Project other than costs to be
paid from available grant monies, if any, and costs to be paid from the issuance of the
Bond. All costs of the Phase One Project shall be paid in full and there are and shall be no
construction liens unpaid against the Phase One Project or Phase One Site. Redeveloper
agrees to provide for the construction of improvements located in the Phase One Site
described in the Plan or as described in the Redevelopment Contract, except to the extent
that the Agency or the City of Blair, Nebraska shall agree otherwise by separate written
agreement with the Redeveloper.
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J. No construction liens have been recorded with respect to the Redeveloper
Property under the terms of the Nebraska Construction Lien Act, Neb. Rev. Stat. §§ 52-
125 through 52-159 (the "Construction Lien Act") and the Redeveloper is not aware of
any claims which as of the date of the Redevelopment Contract can be expected to give
rise to a construction lien under the Construction Lien Act.
L. Throughout the term of the Redevelopment Contract and subject to the provisions
of section 19 of the Redevelopment Contract, in the event of any casualty damage to the
Phase One Project, Redeveloper or its assignee agrees to repair and reconstruct such
damaged portion or portions of the Phase One Project so that such reconstructed real
property has a taxable value at least equal to the value as most recently determined prior
to the event or events of casualty loss. Redeveloper agrees to substantially effect such
repair and reconstruction whether or not insurance proceeds are sufficient or available for
such purposes.
M. Redeveloper agrees and covenants for itself, its successors and assigns that as
long as the Bond is 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 Phase One Project.
Redeveloper, for itself and its successors and assigns, agrees that during the construction
of the Phase One 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 Phase One Project.
N. Redeveloper agrees that any contractor providing services related to the Phase
One Project will utilize the federal immigration verification system, as defined in Section
4-114, Neb. Rev. Stat. 2012, as amended or transferred, to determine the work eligibility
status of new employees physically performing services on the Phase One Project.
O. Any general contractor chosen by Redeveloper or Redeveloper itself 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
$1,000,000 per occurrence and $2,000,000 in the aggregate, and a penal bond as required
by the Act and Section 9 of the Redevelopment Contract, if applicable. The Agency, the
City and Redeveloper shall be named as additional insureds on such policies. Any
contractor chosen by Redeveloper or Redeveloper itself, as an owner, shall be required to
purchase and maintain property insurance upon the Phase One 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. The
contractor or Redeveloper, as the case may be, with respect to any specific contract, shall
also carry insurance on all stored materials. The contractor or Redeveloper, as the case
may be, shall furnish the Agency and the City with a certificate of insurance evidencing
policies as required above. Such certificates shall state that the insurance companies shall
give the Agency and the City prior written notice in the event of cancellation of or
material change in any of the policies.
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P. At all times during the term of this Redevelopment Contract, Redeveloper shall
maintain policies insuring the improvements located within the Phase One Site in an
amount equal to at least ninety percent (90%) of their full insurable value.
Q. Redeveloper, its successors and assigns, including subsequent purchasers of land
within the Phase One Site, agree as follows:
(i) to pay all local ad valorem real estate taxes for the Phase One Site 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 Phase
One Site 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 Phase One
Site; 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 Phase One Site or Phase One 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 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 Phase One Project or Plan until the expiration of three years
following the end of the last fiscal year in which ad valorem taxes are
divided in relation to the Phase One Project.
2. Additional Representations and Warranties. Redeveloper further represents
and warrants:
A. Redeveloper made an economic and financial analysis of the Phase One Project
and specifically represents and confirms to the City and Agency that:
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(i) the Phase One Project would not have been economically feasible without
the use of tax -increment financing and Redeveloper would not have undertaken
the Phase One Project without tax -increment financing; and
(ii) the Phase One Project would not have occurred in the Phase One Site and
Redeveloper would not have constructed the Phase One Project without the use of
tax -increment financing.
B. Redeveloper has:
(i) acquired fee title to the Phase One Site;
(ii) obtained financing commitments necessary to complete the Phase One
Project;
(iii) entered into a contract for construction of the Phase One Project.
Redeveloper expressly acknowledges that the City and Agency are relying upon the
foregoing statement of accuracy regarding such representations by Redeveloper in issuing
the Bond. Redeveloper further acknowledges that is in compliance with all of the terms
and conditions of the Redevelopment Contract, generally, as it relates to closing the
above contemplated transaction.
C. Redeveloper acknowledges that any lienholders with priority over the
Redevelopment Contract as to the Phase One Site that do not consent to the
Redevelopment Contract or subordinate their interest thereto are not bound by the
Redevelopment Contract. In accordance therewith, Redeveloper acknowledges that any
failure by such superior lienholder(s) to carry out the obligations of Redeveloper under
the Redevelopment Contract, in the event such superior lienholder(s), or their successors
and assigns, assume control over the Phase One Site and/or Phase One Project, may
result in Redeveloper's default under the Redevelopment Contract, and Redeveloper shall
indemnify and hold harmless the Agency from any claims, defenses or liabilities resulting
from such a default and the Agency's pursuit of remedies related thereto. In the event
that Redeveloper assigns or collaterally assigns the Bond, the assignee or collateral
assignee shall acknowledge the existence of the superior lienholder(s) and the risks of
unilateral default associated therewith, and shall agree to waive any and all legal or
equitable causes of action as against the Agency stemming therefrom.
D. Redeveloper has satisfied and otherwise complied with all preconditions set forth
in the Redevelopment Contract for the issuance of the Bond.
3. Challenge to Bond's Validity. If, prior to April 9, 2021, any suit, action or
proceeding arises or is asserted involving the validity or enforceability of the Bond, Redeveloper,
or Redeveloper's assignee(s) or collateral assignee(s), whomever is in possession of the Bond,
shall forfeit the Bond to the Agency pending the conclusion of such suit, action or proceeding,
and the Agency, in its sole and absolute discretion, may rescind and cancel the Bond, provided
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that the Agency reissues the Bond as soon as reasonably practicable following the conclusion of
such suit, action or proceeding. If no such action or claim is brought prior to April 9, 2021, this
Section 3 shall be of no further force or effect.
IN WITNESS WHEREOF, the undersigned Redeveloper has executed this Closing
Certificate as of the date set forth above.
DOCS/2609194.1
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SAI Properties V, Inc.,
a Nebraska corporation
By:
Name: €�
Title: t v r.J