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20220104151644079RESOLUTION NO. 2021-4 COUNCIL MEMBER WOLFF INTRODUCED THE FOLLOWING RESOLUTION: A RESOLUTION OF THE COMMUNITY DEVELOPMENT AGENCY OF THE CITY OF BLAIR, NEBRASKA, APPROVING A REDEVELOPMENT CONTRACT FOR A REDEVELOPMENT PROJECT UNDERTAKEN BY KS COMMERCIAL LLC, A NEBRASKA LIMITED LIABILITY COMPANY, AS SET FORTH IN THE "REDEVELOPMENT PLAN FOR THE GRANT STREET INDUSTRIAL PARK REDEVELOPMENT PROJECT". WHEREAS, the Mayor and City Council of the City of Blair, Nebraska (the "City"), has for its consideration a redevelopment plan entitled "Redevelopment Plan for the Grant Street Industrial Park Redevelopment Project" (the "Plan"), said Plan having been recommended for approval by the Community Development Agency of the City (the "Agency"); and WHEREAS, the Agency has for its consideration, attached hereto and incorporated herein as Exhibit "A", a proposed form of the redevelopment contract by and between KS Commercial LLC, a Nebraska limited liability company ("Redeveloper"), and the Agency, with respect to construction of the second phase of the redevelopment project specified in the Plan (the "Redevelopment Contract"); and WHEREAS, the Agency's approval and execution of the Redevelopment Contract shall be contingent upon final approval and adoption of the Plan by the Mayor and City Council of the City. NOW, THEREFORE, BE IT RESOLVED, BY THE AGENCY: Section 1. The Redevelopment Contract by and between Redeveloper and the Agency, in the form presented is hereby acknowledged and approved, subject to Section 2 and Section 4 of this Resolution, below. Section 2. The Agency Chairperson and Secretary are hereby authorized to execute said Redevelopment Contract in substantially the form presented but with such changes as they shall deem appropriate or necessary; provided such execution shall not occur before, and shall be contingent upon, final approval and adoption of the Plan by the Mayor and City Council of the City. Section 3. Following final approval of the Plan by the Mayor and City Council of the City, as applicable, the execution and delivery by the Chairperson of the Redevelopment Contract, or any such documents, instruments, agreements or certifications relating to such matters contained in the Redevelopment Contract, shall conclusively establish their authority with respect thereto and the authorization and approval thereof. Section 4, This Resolution shall take effect upon final approval and adoption of the Plan by the Mayor and City Council of the City. If the Mayor and City Council, for any reason, fails to approve and adopt the Plan prior to January 31, 2022, this Resolution, the approvals herein, and the authority granted hereby shall be void ab initio, and shall be of no legal force or effect. PASSED AND APPROVED this 14th day of December, 2021. Chairperson (Mayor) ATTEST: Secretary (City Clerk) APPROVED AS TO FORM: Special City Attorney EXHIBIT "A" Redevelopment Contract (See Attached) DOCSl2736430.1 REDEVELOPMENT CONTRACT (The Grant Street Industrial Park Redevelopment Project — Phase Two) . This Redevelopment Contract for the Grant Street Industrial Park Redevelopment Project =Phase Two ("Redevelopment Contract") is made and entered into as of the 23rd day of December, 2021, by and between the Community Development Agency of the City of Blair, Nebraska (the "Agency") and KS Commercial LLC, an Arkansas limited liability company ("Redeveloper"). The Agency and/or Redeveloper may be referred to hereinafter as the "Party" or collectively as the "Parties". WITNESSETH: WHEREAS, pursuant to the Nebraska Community Development Law, Sections 18-2101, et. seq. (the "Act") the City Council adopted and approved a plan entitled "Redevelopment Plan for the Grant Street Industrial Park Redevelopment Project" (the "Plan'), and provided therein is a redevelopment project for the real estate described on Exhibit "A-1" hereto attached and by such reference incorporated herein (the "Redevelopment Project Area"), which is located in the City of Blair, Nebraska (the "City"), and which has previously been declared blighted and substandard or otherwise eligible for redevelopment by the Council; and WHEREAS, the Agency has encouraged and induced Redeveloper to engage in certain development activities and construct improvements 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 Contract; and WHEREAS, the Plan contemplates a multi -phased project consisting of the construction of an industrial park consisting of six separate lots (the "Redevelopment Project"); and WHEREAS, Redeveloper, pursuant to the Plan, intends to construct the second phase of the Redevelopment Project, which shall consist of the construction of an approximately 30,000 square foot building for industrial/warehouse uses, together with such other public and private improvements related thereto, within the Redevelopment Project Area, as depicted on the proposed site plan for the redevelopment project attached hereto and incorporated as Exhibit "B", all as more particularly described in the Plan (collectively, said improvements are referred to in this Redevelopment Contract as the "Phase Two'); and WHEREAS, Phase Two will occur on a portion of the Redevelopment Project Area commonly known as lot 2, as described on Exhibit "A-2", attached hereto and incorporated herein (the "Phase Two Area"); and WHEREAS, this Redevelopment Contract relates to Phase Two of the Redevelopment Project only, and Redeveloper shall have no rights or obligations hereunder with respect to any other phase of the Redevelopment Project; and DOCS/2726673.1 WHEREAS, the real property within the Phase Two Area, other than easements for public utilities, is or shall be privately owned by Redeveloper; and WHEREAS, the Agency proposes to authorize issuance of its tax increment revenue bond (the "Bond"), to provide for eligible costs relating to Phase Two, as more particularly described in the resolution of the Agency authorizing issuance of the Bond (the 'Bond Resolution"); and WHEREAS, Redeveloper seeks the assistance of the Agency for the costs of the eligible improvements for Phase Two and therefore is willing to agree to the conditions herein set forth as an inducement to the Agency to issue the Bond as provided in the Bond 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 an Arkansas limited liability company duly organized and existing under the laws of the State of Arkansas, is not in violation of any provisions of its articles of organization or operating agreement(s), is authorized to enter into and perform its obligations under this Redevelopment Contract and, to the best of the knowledge of Redeveloper, is not in violation of the laws of the State of Arkansas or the State of Nebraska. (b) Throughout the term of this Redevelopment Contract, Redeveloper will reasonably endeavor to construct, operate and maintain Phase Two in accordance with the terms of this Redevelopment Contract and the Plan, or amendments thereof, and all applicable local, state and federal laws and regulations (including, without limitation, environmental, zoning, building code and public health laws and regulations). (c) Throughout the term of this Redevelopment Contract and subject to the provisions of section 19 of this Redevelopment Contract, in the event of any casualty damage to Phase Two, Redeveloper or its assignee agrees to repair and reconstruct such damaged portion or portions of Phase Two 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. (d) Redeveloper or its assignee intend to complete Phase Two on or before December 31, 2022, at an estimated cost of $2,505,160. DOCS/2726673.1 (e) Redeveloper has not received, nor is it aware of, notices or communications from any local, state or federal official or body that the activities of Redeveloper respecting the Phase Two Area or the construction of Phase Two thereon may be or will be in violation of any law or regulation. (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, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met for Phase Two to be lawfully constructed, occupied or operated. (g) The execution and delivery of this Redevelopment Contract, the consummation of the transactions contemplated hereby and the fulfillment of or compliance with the terms and conditions of this Redevelopment Contract 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. (h) To the best of the knowledge of Redeveloper, Redeveloper is not aware of any hazardous waste or other significant environmental pollution condition or hazard existing on or within the Phase Two Area. (i) Redeveloper acknowledges and agrees that neither the Agency nor the City shall be obligated to pay any costs related to Phase Two other than costs to be paid from available grant monies derived from ad valorem incremental real estate taxes generated from Phase Two, if any, and Redeveloper hereby undertakes and agrees to pay any and all such cost. All costs (both public and private) of Phase Two shall be paid in full and there are and shall be no construction liens unpaid against the Phase Two Area or any of the improvements thereon. Redeveloper agrees to provide for the construction of both Phase Two public and private improvements located within the Phase Two Area as described in the Plan or as described in this Redevelopment Contract, except to the extent that the Agency or the City shall agree otherwise by separate written agreement with Redeveloper. (j) 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 Phase Two. Redeveloper, for itself and its successors and assigns, agrees that during the construction of Phase Two, 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 Phase Two. DOCS/2726673.1 (k) Redeveloper agrees that any contractor providing services related to Phase Two 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 Phase Two (1) Redeveloper owns or has contracted to purchase all real property within the Phase Two Area, in fee simple and free from any liens, encumbrances, or restrictions which would prevent the performance of this Redevelopment Contract by Redeveloper. (In) 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 this 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 Phase Two 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 cant' 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. (n) At all times during the term of this Redevelopment Contract, Redeveloper shall maintain policies insuring the improvements located within the Phase Two Area in an amount equal to at least ninety percent (90%) of their full insurable value. Section 2. Incorporation of Plan; Agency to Issue Bond. This Redevelopment Contract hereby incorporates the Plan by this reference. In order to provide for payment of some of the eligible improvements for Phase Two set forth in the Plan and this Redevelopment Contract, as described in Exhibit "C", attached hereto and incorporated herein (the "Eligible Costs"), the Agency shall proceed to issue its Bond on a form provided by the Agency and set forth in the Bond Resolution, in the principal amount not to exceed $312,400 at a rate of interest not to exceed 5.00% per annum. In consideration of Redeveloper undertaking Phase Two, the Agency shall issue the Bond to Redeveloper no earlier than thirty (30) days following the Agency's adoption of the Bond Resolution. At closing of the Bond, the loan to be accomplished by this Section and the obligation of the Agency to use the: incremental ad valorem real estate taxes collected on Phase Two Area (the "TIF Revenues") for redevelopment purposes under this Redevelopment Contract may be accomplished by offset so that the Redeveloper 4 DOCS/2726673.1 retains the TIF Revenues and no bankable currency is exchanged at closing of the Bond, except as otherwise provided herein. The "effective date" (as defined in the Act) for the division of ad valorem real property taxes as provided under the Act shall be set forth in the Bond Resolution. The "redevelopment project valuation" (as defined in the Act) shall be the assessed value attributable to the Phase Two Area on January 1 of the year prior to the effective 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 Phase Two pursuant to section 18-2147 of the Act and collected for a period not to exceed fifteen (15) years from the effective date. Prior to receipt of any TIF Revenues, the Treasurer of the Agency, as paying agent and registrar of the Bond, shall create a special fund established solely to make payments on the Bond. Upon receipt of the TIF Revenues, the Treasurer shall deposit the TIF Revenues into the special fund, and the Treasurer shall disburse said TIF Revenues to the holder of the Bond (but only from available TIF Revenues) at the times provided in the Bond to provide for reimbursement of all ora portion of the Eligible Costs, to the extent paid by Redeveloper, as evidenced by paid invoices or other evidence acceptable to the Agency ("Eligible Costs Certifications"). The principal amount paid on the Bond shall not exceed the aggregate amount of Eligible Costs Certifications received by the Agency. Each such reimbursement hereunder shall be and constitute a grant to Redeveloper made under the terms of this Redevelopment Contract and the Act. Redeveloper may, at its option, submit one or more partial Eligible Costs Certifications prior to expenditure of all Eligible Costs providing certification of receipt of billings for work in progress. All Eligible Costs Certifications shall be subject to review and approval by the Agency prior to the funding of such Eligible Costs. If Redeveloper fails to submit Eligible Cost Certifications in an amount equal to or greater than the principal amount on the Bond upon completion of Phase Two, Redeveloper shall reimburse the Agency for all principal and interest in the amount equal to the principal and interest paid on the Bond less the principal and interest in the amount equal to the aggregate total of the Eligible Cost Certifications received by the Agency. Unless otherwise determined by the Agency, the proceeds of the Bond shall be applied to the costs described above. Unless otherwise determined appropriate by the Agency, the Bond shall be issued on the basis of interest which is includable in income for both federal and Nebraska State income taxes. Section 3. Covenants With Respect to Taxation of Phase Two Area. Redeveloper agrees with respect to Phase Two as follows: (a) Until the termination of this Redevelopment Contract (as described in Section 18 hereof), Phase Two shall be operated for the use substantially similar to that contemplated in the Plan and this Redevelopment Contract, 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,Phase Two Area to be eligible for exemption from ad valorem taxes under Section 77-202 R.R.S. Neb. DOCS/2726673.1 2009, as now existing or hereafter amended, or any successor provision thereto, and that it will not make application for any structure, or any portion thereof, to be taxed separately from the underlying land of any lot. (b) Redeveloper intends to create a taxable real property valuation of not less than $1;500,000 within the Phase Two Area (the "Minimum Valuation") no later than January 1, 2023. From and after the issuance of the Bond and so long as the Bond remains outstanding and unpaid, Redeveloper, together with its successors and assigns, including subsequent purchasers of land within the Phase Two Area, shall not protest any taxable valuation assessed for the Phase Two Area, as determined by the appropriate assessing and taxing officials of Washington County, Nebraska, for purposes of local ad valorem real estate taxes, to an amount below the Minimum Valuation. i (c) If, during the period of this Redevelopment Contract and after the filing of a notice to divide, the Phase Two Area is assessed at less than the Minimum Valuation: (1) if Redeveloper has monetized the Bond by pledging it to its lender, Redeveloper shall solely be responsible for all payments due to such lender; and (2) n the event of a shortfall of TIF Revenues available as debt service on the Bond, Redeveloper agrees to defer receipt of any such shortfall. If Redeveloper defers the receipt of any such shortfall amounts as required hereunder, Redeveloper shall be entitled to receive reimbursement of any such shortfall payment to the extent TIF Revenues 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 shall and hereby does unconditionally forgive any such shortfall amounts remaining unpaid on the Bond at the end of the fifteen (15) year period for the division of ad valorem real estate taxes prescribed by the Act. (d) Redeveloper, its successors and assigns, including subsequent purchasers of land within the Phase Two Area, further agree as follows: (i) to pay all local ad valorem real estate taxes for the Phase Two Area 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 Two Area 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 Two :Area; and DOCS/2726673.1 (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 Two Area or 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 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 Phase Two 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 Phase Two, 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 Phase Two or within the Phase Two Area. Provided, however, such release shall not be deemed to include such liability actions arising 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 Contract. The obligation of the Indemnified Parties on the Bond or any indebtedness contemplated hereunder shall be limited solely to the incremental ad valorem taxes generated from Phase Two 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; Recording of Redevelopment Contract. Redeveloper and Agency agree and acknowledge that this Redevelopment Contract 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 Phase Two Area or any portion thereof. Redeveloper hereby acknowledges and agrees that by the terms of this DOCS/2726673.1 Redevelopment Contract it is binding and obligating any and all of its .interest in the Phase Two Area; now or hereafter. acquired, and hereby covenants and warrants for the benefit of the Agency and the registered owner of the Bond that Redeveloper shall defend such interest in the Phase Two Area,against the claims and interests of any and all persons. Prior to issuance of the Bond, Redeveloper shallrecord a memorandum of this Redevelopment Contract, in the form attached hereto and incorporated herein as Exhibit "D", against all real estate located in the Phase Two Area and such document shall remain of record until termination of this Redevelopment Contract. The Agency shall have the authority to execute any such memorandum without additional public determinations or meetings. As and to the extent that 'this Redevelopment Contract 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 Contract, unless waived in writing by the Agency. Redeveloper agrees to provide the Agency with a title report or other evidence as to the status of title to the Phase Two Area after the recording of this Redevelopment Contract. After the Bond has been paid in full, Redeveloper or any successor or assign of Redeveloper 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 Contract 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 Phase Two Area from any or all of the specific provisions of this Redevelopment Contract. 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 Contract: (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 Contract; (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 Phase Two or any portion thereof, including, without limitation, breach of the terms 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 orbankrupt or petitions for 8 DOCS/2726673.1 an order for relief, petitions or applies to any tribunal for the appointment 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 an 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 Contract, including suspension of contracting for TIF -Eligible 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 Contract; 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 Contract; provided that the remedy of specific performance against Redeveloper shall not include or be construed to include the covenant to build or construct Phase Two. (c) If at any time during the term of this Redevelopment Contract an Event of Default shall occur and remain continuing and uncured for a period of more than thirty (30) days after written notice from the Agency to Redeveloper of such Event of Default, the City or Agency shall have the right, but not the obligation, to cure such breach on behalf of Redeveloper with respect to the construction of the TIF - Eligible Improvements. If the City or Agency elects to cure a breach of Redeveloper, Redeveloper shall reimburse the City or Agency for the documented and reasonable costs of curing Redeveloper's breach within 30 days of demand from City or Agency given to Redeveloper. If Redeveloper's breach can be cured by the payment of Eligible Costs, the City or Agency may cure such defect and obtain reimbursement, without notice to Redeveloper, via a set off to the principal amount of the Bond equal to the Eligible Costs expended by the City or Agency. The Eligible Costs expended by the City or Agency must be certified by the City or Agency to the City Treasurer and all subsequent distributions of grant proceeds shall be distributed to the City or Agency, as applicable, until such Eligible Costs expended by the City or Agency have been reimbursed in full. Interest shall accrue on the amount expended by the City or Agency at the rate provided in the Bond and such. interest shall commence from the date that the Agency gives notice to Redeveloper of Redeveloper's Event of Default. 9 DOCS/2726673.1 (d) If at any time during the term of this Redevelopment Contract an Event of Default shall occur and remain continuing and uncured for a period of more than sixty. (60) days after written notice from the Agency to Redeveloper of such Event of Default, the aggregate amount of all grants paid to Redeveloper (including principal and interest) for improvements shall stand forfeited and Redeveloper shall repay the same to the Agency within thirty (30) days' written demand thereof. (e) No remedy herein conferred upon or reserved to the Agency or the registered owner of the Bond 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 Contract 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. (f) If any provision of this Redevelopment Contract is breached by a Party and thereafter waived by the other Parry, 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. (g) 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 Phase Two has been completed and the proceeds of the Bond have been disbursed in full. Section 7. Status of Allency and City. Neither the Agency nor the City is or shall 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. Redeveloper aclalowledges that Redeveloper or its successors and assigns are and shall remain in control of Phase Two for all purposes provided that Redeveloper acknowledges and agrees that the City is and shall be the owner of and shall be in control of all public street, sewer and water improvements constituting a part of or serving Phase Two. Section 8. Manner of Sale of Bond; Payment of Agency's Legal Fees. Redeveloper agrees either to purchase the Bond for the principal amount thereof or to find a purchaser for the Bond upon terms and conditions acceptable to the Agency. The loan to be accomplished by this section, and the obligation of the Agency to remit the TIF Revenues for Phase Two as debt service on the Bond, may be accomplished by offset in consideration of Redeveloper's warranties and obligations hereunder so that no bankable currency is. exchanged 10 DOCS/2726673.1 between the Parties at closing of the Bond, notwithstanding other payments required hereunder. If the Agency so requests, Redeveloper shall, from time to time, furnish the Agency with satisfactory evidence as to the use and application of the TIF revenues. Upon full execution and effectiveness of this Redevelopment Contract, Redeveloper shall reimburse the Agency for its legal fees incurred in relation to Phase Two in the amount of $7,500. Prior to or contemporaneously with issuance of the Bond, Redeveloper shall reimburse the Agency for its legal fees incurred in relation to the issuance of the Bond in the additional amount of $1,500. Such reimbursements shall be payable directly to the Agency or Agency's special counsel, at the direction of the Agency. Section 9. Indemnification and Penal Bond Redeveloper hereby agrees to indemnify and save the City and Agency harmless from any payment or liability to which the City or Agency may become subject for carrying out of any contract entered into by Redeveloper with respect to Phase Two. If applicable, 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 Contract Binding Upon Successors and Assigns. This Redevelopment Contract is made for the benefit of Redeveloper, the Agency and the registered owners from time to time of the Bond as third party beneficiaries. This Redevelopment Contract shall be binding upon the Agency and Redeveloper, and any successors or assigns thereof. Redeveloper may assign its interest in Phase Two, in whole or in part, upon the prior written approval of the Agency, not to be unreasonably withheld. The Agency and Redeveloper acknowledge and agree that, in the event Redeveloper assigns its rights and obligations under this Redevelopment Contract, in whole or in part, to any assignee, Redeveloper and the assignee shall both be bound by the terms of the Plan and this Redevelopment Contract (as and to the extent of any such assignment with respect to the assignee). 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 Contract (as and to the extent of such assignment), duly acknowledged and in recordable form, has been executed and delivered by the assignee and recorded in the real estate records of Washington County, Nebraska, with respect to the Phase Two Area. 11 DOCS/2726673.1 Section 12. Titles of Sections. Any titles of the several Sections of this Redevelopment Contract 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 given to the relevant Party at its address set forth below, 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. Notices hereunder shall be addressed: (a) in the case of Redeveloper, if mailed to or delivered personally to: KS Commercial LLC Attn: Scott McKown 3204 SW Satinwood Avenue Bentonville, AR 72713 with a copy to: Cline Williams L.L.P. Attn: Andrew Willis 233 South 13t" Street 1900 US Bank Bldg. Lincoln, NE 68508 (b) in the case of Agency, if mailed to or delivered personally to: Community Development Agency Offices of the City of Blair, Nebraska Attention: City Clerk 218S16"'St Blair, NE 68008 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. 12 DOCS/2726673.1 Section 14. Severability. If any provision of this Redevelopment Contract shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular caseJor 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 Contract shall not affect the remaining portions of this Redevelopment Contract or any part thereof. Section 15. Counterparts. This Redevelopment Contract 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 Contract shall be governed and construed in accordance with the laws of Nebraska. Section 17. Time of the Essence. Time shall be of the essence of this Redevelopment Contract. Section 18. Termination. This Redevelopment Contract shall commence as of the date first above written and shall terminate upon the earlier of the date on which TIF Revenues for Phase Two are no longer collectable under Section 18-2147 of the Act or payment of all principal and interest owed toward the Bond. 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 Contract 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 13 DOCS/2726673.1 applicable) in writingbf the cause or causes thereof, and requested an extension for the period of the enforced delay. Section 20. . Effect of Redevelopment Contract. This Redevelopment Contract (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 Contract shall be of any force and effect. i (Signatures on following pages) , 14 DOCS/2726673.1 IN WITNESS WHEREOF, the Agency and Redeveloper Have caused this Redevelopment Contract to be executed by their duly authorized representatives. COMMUNITY DEVELOPMENT AGENCY OF THE CITY OF BLAIR, NEBRASKA. By: 3 -- Chairperson ATTEST: Secretary STATE OF NEBRASKA ) ss. COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this /'y day of 0-C c c ,-n !pc,,'- , 20 Z , by Chairperson, and Secretary, of the Community Development Agency of the City of Blair, Nebraska on behalf of such agency. CENE(U+L NOTARY State of Nebraska SARAH R. BACKMAN 14 Comm. Cxp. April 10, 2025 DOCS/2726673.1 15 Notary Public KS COMMERCLAT, LLC, an Arkansas limited liability company Name: ty ')1 /4 ' Title:—a U-) A @- J-- STATE OF 4 �- ) ss. COUNTY OF J ) �b The foregoing insfxuxnent was acknowledged before me this day of Oe -r— , 20 91, by ,-x- SM ; K'6 of KS Commercial LLC, an Arkansas limited liability company, on behalf of the company. Notary Public 16 DOCS/2726673.1 =--I N SMITHic - Arkansas County-- 12712853ires Dec 20, 2030 Exhibit "A-1" Redevelopment Project Area Legal Description: LOTS 1 THROUGH 6 INCLUSIVE, GRANT STREET INDUSTRIAL PARK, A TRACT OF LAND BEING ALL OF TAX LOT 271, A TAX LOT LOCATED IN PART OF THE SEI/4, AND ALSO PART OF THE SWI/4, BOTH BEING LOCATED IN SECTION 7, TOWNSHIP 18 NORTH, RANGE 12 EAST OF THE 6TH P.M., WASHINGTON COUNTY, NEBRASKA. X If, subsequent to the approval of this Redevelopment Contract, the Redevelopment Project Area is subdivided or replatted, the above legal description shall be replaced with the legal description provided in the subdivision or replat of the Redevelopment Project Area approved by the City. Exhibit "A-1" DOCS/2726673.1 Redevelopment Project Area Depiction: I � i I I I ' SWUbE- - FE;i Y3EGlLfiY �C4 (IET-3-K II IEEfJic Y7 ff4Nr(--'-'I 1 I � � lQOAs�r! IIS J j ( EAsa_n� I LT[ 7ISI 1 .wrLm• '\ ��� 4=215 A.0 ESEEtt].T 't l f JP..9TYdF9 !� F I Lry fv 1 .=. 4m=T E !nom iAr �-taa !.G AaME - -. - - Ili I I VESIR:f l;) s3c_Y, svn-M '� I I— Tv.7-!t Ecaae,T I.i I 103Y -y ' t — T_r L T I 3'' I I t amvRi - A -CFV%RVI I I EGS ET .SI , rn�et;EF<mxuv I I I --+r arrr:w j ! Ib , Il.. I rl EET1LY 1f0 {FFDTPA4 .- =V - 1 Ec<e Svclid I- sE--F=EY a c.' e3v uo�uEvXu=-Ts Aa �r}c aE T I rs�ns Eux II saran' ,SEErr3r+1— '; !FEET F �179A.S1'31,Ai� - \� ---- >MF 7CFVIAYWEEIT E�'%Y PA*= m Exhibit "A-1" DOCS/2726673.1 Exhibit "A-2" Phase Two Area Legal Description: LOT 2, GRANT STREET INDUSTRIAL PARK, LOCATED IN SECTION 7, TOWNSHIP 18 NORTH, RANGE 12 EAST OF THE 6TH P.M., WASHINGTON COUNTY, NEBRASKA. * If, subsequent to the approval of this Redevelopment Contract, the Phase Two Area is subdivided or replaced, the above legal description shall be replaced with the legal description provided in the subdivision or replat of the Phase Two Area approved by the City. Exhibit "A-2" DOCS/2726673.1 Phase Two Area Depiction: I , _ _ , -: L T SWIZ56E 2A.5YIAQ xu+.n 1 e l.�£9`SnVI'E .66.56'(!I) z�mm• �� _ _. £EfFA"% EABti)rtld � L E-CFiL aY=� �. ? Ec'fi .4C{ II E�� cYT II reElsrE:l slrvrr --f tr ,i Es"aJEiT 107 C45 tY .�. I L';T II I sr=larr d: CF 011 a� 4.F25do � FLNv'.f:N I46:EACI r ! rl {�-- 3n FISEV31 ,! '3 FRULTYWD Xv I$II, r • ��:-,�+ �rExx 1- — ,^ 1 EaE"U3.T � vl ruTun ilas � I I i; t Sar r_al C 1X'.x53Lc _ I... rEESVAF4 YM -M 1"T1Lt 1, EFII BI -"all I V T=L Ij ' 1 wax- ssmJrr TI I a+ CFDINk AL ti I I f ESQ^ G{4MRCQG 31'6 M <eracx uo cFvOr^t u a1 I l'I h l EOXEr„o=� 2137'^ 4 j 201 AC I r45J Er.Ac Ea n T I I 9I I I E� o c rua ECK �1 tv'E YTJ11 5•.65ilm •, `rl�E N86'd6'19'14 ?64A6'(!,1� -'sr*-''" � } �-aa�T�r�e1lurta F.1'i 'iFEEi � � ^/,lillil@flF_it! COl�0.'t• -------- , n13h'fcFYlnY'c.?ac EQ KYiA�E lis * Phase Two Area outlined in red Exhibit "A-2" DOCS/2726673.1 Exhibit "B" Phase Two Site Plan a scale {-{ *Th above Qapreliminary /tleplan for reference purposes only and & subject mchange. EMA"B mJZ2»63a _ .: _- � � + }\� _ . . ..�� y§ � �`� � � � °K ƒ\ 9\ © uw & Idi Q scale {-{ *Th above Qapreliminary /tleplan for reference purposes only and & subject mchange. EMA"B mJZ2»63a Exhibit "C" Projected TIF Sources and Uses Projected TIF Sources: Base Value: $35,560 Final Value: $1,500,000 Tax Levy (2020): 2.12% Yearly TIF Revenues Available: $30,736 Total TIF Revenues Available: $461,040 Bond: $312,400 Interest Rate: 5.0% Eligible Costs/Projected TIF Uses Land Acquisition $270,160 Energy Efficiency Enhancements $30,000 Fagade Enhancements $70,000 Site Beautification & Landscaping $40,000 Architecture and Engineering $50,000 Legal Fees $15,000 TOTAL $475,160 * The above figures are only estimates of the Eligible Costs and other costs, and such actual costs will be reflected in the Eligible Costs Certifications required under Section 2 of the Redevelopment Contract. ** All Eligible Costs contemplated in the Plan and not otherwise specified herein shall be included as Eligible Costs for purposes of this Redevelopment Contract under this Exhibit "C". Exhibit "C" DOCS/2726673.1 Exhibit "D" Memorandum of Redevelopment Contract (See Attached) Exhibit "D" DOCS/2726673.1 WASHINGTON COUNTY, STATE OF NEBRASKA FILED Instillment Number 2022-00027 2022 Jan-03 PM 02:34 � OF R[EG�IS�T D�EEDS01�� Carolyn Stodola WASHINGTON COUNTY REGISTER OF DEEDS BLAIR, NE Recorded General Numerical Photostat Proofed Scanned MEMORANDUM OF REDEVELOPMENT CONTRACT This Memorandum of Redevelopment Contract ("Memorandum") is made this 231d day of December, 2021, by and between the Community Development Agency of the City of Blair, Nebraska ("Agency") and KS Commercial LLC, an Arkansas limited liability company ("Redeveloper"). 1. Redevelopment Contract. Agency and Redeveloper have entered into that certain Redevelopment Contract dated as of December 23, 2021 ("Redevelopment Contract"), describing the improvements being made by the Redeveloper on the real property legally described as: LOT 2, GRANT STREET INDUSTRIAL PARK, LOCATED IN SECTION 7, TOWNSHIP 18 NORTH, RANGE 12 EAST OF THE 6TH P.M., CITY OF BLAIR, WASHINGTON COUNTY, NEBRASKA. (the "Phase Two Area") 2. Tax Increment Financing. The Redevelopment Contract provides for the capture of the tax -increment financing ("TIF") revenues by the Agency of the improvements made by the Redeveloper for a period not to exceed fifteen (1 -5) years after the effective date (as defined in the Nebraska Community Development Law) of Phase Two. The TIF revenues so captured by the Agency shall be used to reimburse Redeveloper for construction of certain TIF - eligible improvements described in the Redevelopment Contract via debt service payments on a TIF Bond issued by the Agency. Minimum Lot Valuation. The Redevelopment Contract establishes a minimum taxable real property valuation of $1,500,000 for the Phase Two Area (the "Minimum Valuation"). The Redevelopment Contract further provides that Redeveloper, and its successors and assigns shall not: (a) protest the real property valuation of the Phase Two Area to a sum less than the Minimum Valuation; or (b) convey the Phase Two Area, or portion thereof, or any .structures orunits thereon to any entity which would be exempt from the payment of real estate taxes or cause the nonpayment of such real estate taxes. Page Count 4 2022-00027 4. Remaining Terms. The rest and remaining terms of the Redevelopment Contract are hereby incorporated into this Memorandum as if they were set forth in full. All capitalized terms in this Memorandum that are not otherwise defined herein shall have the same meaning as set forth in the Redevelopment Contract. A full and correct copy of the Redevelopment Contract may be inspected at the Agency offices in Blair, Nebraska. 5. Termination of Memorandum. Unless terminated sooner in accordance with the terms of the Redevelopment Contract, this Memorandum shall be deemed to automatically terminate and be released from the above-described real property upon the payoff or maturity of the Bond. (Signatures on following page) 2022-00027 COMMUNITY DEVELOPMENT AGENCY OF THE CITY OF BLAIR, NEBRASKA. By: Chairperson (Mayor) ATTEST: Secretary (City Cleric) STATE OF NEBRASKA ) ) ss. COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this lit day of f ece/ober, 20 -?-1, by k r,,hclr A krylsN,'\ and �y hcc.ler , the Chairperson (Mayor) and Secretary (City Cleric), respectively, of the Community Development Agency of the City of Blair, Nebraska, on behalf of said agency. GENERAL NOTARY - State of Nebraska SARAH R. BACKMAN My Comm. Exp, Apol 10, 2025 (S E A L) Notary Public 2022-00027 KS COMMERCIAL LLC, an Arkansas limited liability company Name: a f f -- A Title: 0 W yl'�—" r STATE OF ss. COUNTY OF b ) The foregoing instrument was acknowledged before me this day of , 20 A 1 , by S 6,&/q pm ems, w,y , the a 1�, e ✓` of KS Commercial LLC, an Arkansas limited liability company, on behalf of the company. (S E A L) Y{ &—' - Notary Public s JORDAN H SMITH Notary Public - Arkansas Corn Benton County miss on # 12712853 t My CommissionTExpires Dec 20, 2o3o 2022-00027