exv10w2



 







Exhibit 10.2




REDEVELOPMENT CONTRACT




By




THE VILLAGE OF ADAMS, NEBRASKA




and




E ENERGY ADAMS, LLC.




May 1, 2006




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	PARTIES 
	 	 	1	 
	RECITALS 
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I

	DEFINITIONS AND INTERPRETATION

	 
	 	 	 	 
	Section 1.01 Terms Defined in this Redevelopment Contract 
	 	 	2	 
	Section 1.02 Construction and Interpretation 
	 	 	4	 
	 
	 	 	 	 
	ARTICLE II

	REPRESENTATIONS

	 
	 	 	 	 
	Section 2.01 Representations by Village 
	 	 	5	 
	Section 2.02 Representations of Redeveloper 
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III

	OBLIGATIONS OF THE VILLAGE

	 
	 	 	 	 
	Section 3.01 Division of Taxes 
	 	 	8	 
	Section 3.02 Issuance of TIF Indebtedness 
	 	 	9	 
	Section 3.03 Pledge of TIF Revenues 
	 	 	9	 
	Section 3.04 Grant of Proceeds of Bonds 
	 	 	9	 
	Section 3.05 Creation of Fund 
	 	 	10	 
	 
	 	 	 	 
	ARTICLE IV

	OBLIGATIONS OF REDEVELOPER

	 
	 	 	 	 
	Section 4.01 Construction of Project; Insurance 
	 	 	10	 
	Section 4.02 Cost Certification 
	 	 	11	 
	Section 4.03 Redeveloper to Operate Project 
	 	 	11	 
	Section 4.04 No Discrimination 
	 	 	11	 
	Section 4.05 Pay Real Estate Taxes 
	 	 	12	 
	Section 4.06 Payment in Lieu of Taxes 
	 	 	12	 
	Section 4.07 No Assignment or Conveyance 
	 	 	13	 






 









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE V

	FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES

	 
	 	 	 	 
	Section 5.01 Financing 
	 	 	14	 
	Section 5.02 Encumbrances 
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VI

	DEFAULT, REMEDIES; INDEMNIFICATION

	 
	 	 	 	 
	Section 6.01 General Remedies of Village and Developer 
	 	 	15	 
	Section 6.02 Additional Remedies of the Village 
	 	 	15	 
	Section 6.03 Remedies in the Event of Other Redeveloper Defaults 
	 	 	17	 
	Section 6.04 Enforced Delay Beyond Party’s Control 
	 	 	17	 
	Section 6.05 Limitation of Liability; Indemnification 
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VII

	MISCELLANEIOUS

	 
	 	 	 	 
	Section 7.01 Notice Recording 
	 	 	19	 
	Section 7.02 Governing Law 
	 	 	19	 
	Section 7.03 Binding Effect; Amendment 
	 	 	19	 
	 
	 	 	 	 
	Execution by the Issuer 
	 	 	20	 
	Execution by the Redeveloper 
	 	 	20	 
	 
	 	 	 	 
	Exhibit A — Description of Redevelopment Area
	 	 	 	 
	Exhibit B — Description of Project
	 	 	 	 
	Exhibit C — TIF Indebtedness
	 	 	 	 
	Exhibit D — Project Costs
	 	 	 	 






 









 





REDEVELOPMENT CONTRACT




     This Redevelopment Contract is made and entered into as of the 1st day of May, 2006, by and
between the Village of Adams, Nebraska, acting as the Community Development Agency of the Village
of Adams, Nebraska (“Village”), and E Energy Adams, LLC, a Nebraska limited liability company
(“Redeveloper”).



WITNESSETH:




     WHEREAS, the Village of Adams, Nebraska (the “Village”), in furtherance of the purposes and
pursuant to the provisions of Section 2 of Article VIII of the Nebraska Constitution and Sections
18-2101 to 18-2154, Reissue Revised Statutes of Nebraska, 1997, as amended (collectively the
“Act”), and pursuant to Resolution No. 2006-3 of the Village dated April 10, 2006, has designated
an area in the Village as blighted and substandard; and



     WHEREAS, pursuant to Section 18-2119 of the Act, the Village has solicited proposals for
redevelopment of the blighted and substandard area and Redeveloper submitted a redevelopment
contract proposal;



     WHEREAS, Village and Redeveloper desire to enter into this Redevelopment Contract for
acquisition and redevelopment of a parcel in the blighted and substandard area;



     NOW, THEREFORE, in consideration of the Redevelopment Area and the mutual covenants and
agreements herein set forth, Village and Redeveloper do hereby covenant, agree and bind themselves
as follows:



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ARTICLE I




DEFINITIONS AND INTERPRETATION



Section 1.01 Terms Defined in this Redevelopment Contract.




     Unless the context otherwise requires, the following terms shall have the following meanings
for all purposes of this Redevelopment Contract, such definitions to be equally applicable to both
the singular and plural forms and masculine, feminine and neuter gender of any of the terms
defined:



     “Act” means Section 2 of Article VIII of the Nebraska Constitution, Sections 18-2101 through
18-2154, Reissue Revised Statutes of Nebraska, 1997, as amended, and acts amendatory thereof and
supplemental thereto.



     “Agency” means the Community Development Agency of the Village of Adams, Nebraska.



     “Certificate of Completion” means a certificate, executed by a Manager or other duly
authorized officer of Redeveloper, representing and warranting that the Project is substantially
complete.



     “Governing Body” means the Chairman and Board of Trustees of the Village.



     “Holder” means the holders of TIF Indebtedness issued by the Village from time to time
outstanding.



     “Liquidated Damages Amount” means the amounts to be repaid to Village by Redeveloper pursuant
to Section 6.02 of this Redevelopment Contract.



     “Project” means the improvements to the Redevelopment Area, as further described in Exhibit B
attached hereto and incorporated herein by reference and, as used herein, shall include the Redevelopment Area real estate.



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     “Project Cost Certification” means a statement prepared and signed by an independent certified
public accountant verifying the payment of Project Costs identified on Exhibit D.



     “Project Costs” means only costs or expenses incurred by Redeveloper to acquire, construct and
equip the Project pursuant to the Act as identified on Exhibit D.



     “Redeveloper” means E Energy Adams, LLC, a Nebraska limited liability company.



     “Redevelopment Area” means that certain real property situated in the Village of Adams, Gage
County, Nebraska, which has been declared blighted and substandard by the Village pursuant to the
Act, and which is more particularly described on Exhibit A attached hereto and incorporated herein
by this reference.



     “Redevelopment Contract” means this redevelopment contract between the Village and Redeveloper
with respect to the Project.



     “Redevelopment Plan” means the Redevelopment Plan for the Redevelopment Area as set forth in
the Redevelopment Contract, prepared by the Agency and approved by the Village pursuant to the Act,
as amended from time to time.



     “Resolution” means the Resolution of the Village, as supplemented from time to time, approving
this Redevelopment Contract.



     “TIF Indebtedness” means any bonds, notes, loans, and advances of money or other indebtedness,
including interest and premiums, if any, thereon, incurred by the Village pursuant to Article III
hereof and secured in whole or in part by TIF Revenues.



     “TIF Revenues” means incremental ad valorem taxes generated by the Project which are allocated
to and paid to the Village pursuant to the Act.



     “Village” means the Village of Adams, Nebraska.



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     Section 1.02 Construction and Interpretation.



     The provisions of this Redevelopment Contract shall be construed and interpreted in accordance
with the following provisions:




     (a) Wherever in this Redevelopment Contract it is provided that any person may do or
perform any act or thing the word “may” shall be deemed permissive and not mandatory and it
shall be construed that such person shall have the right, but shall not be obligated, to do
and perform any such act or thing.




     (b) The phrase “at any time” shall be construed as meaning “at any time or from time to
time.”




     (c) The word “including” shall be construed as meaning “Including, but not limited to.”




     (d) The words “will” and “shall” shall each be construed as mandatory.




     (e) The words “herein,” “hereof,” “hereunder,” “hereinafter” and words of similar
import shall refer to the Redevelopment Contract as a whole rather than to any particular
paragraph, section or subsection, unless the context specifically refers thereto.




     (f) Forms of words in the singular, plural, masculine, feminine or neuter shall be
construed to include the other forms as the context may require.




     (g) The captions to the sections of this Redevelopment Contract are for convenience
only and shall not be deemed part of the text of the respective sections and shall not vary
by implication or otherwise any of the provisions hereof.



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ARTICLE II

REPRESENTATIONS



Section 2.01 Representations by Village.




     The Village makes the following representations and findings:




     (a) The Agency is a duly organized and validly existing community development agency
under the Act.




     (b) The Redevelopment Plan has been duly approved and adopted by the Village pursuant
to Section 18-2109 through 18-2117 of the Act.




     (c) The Village has requested proposals for redevelopment of the Redevelopment Area
pursuant to section 18-2119 of the Act, and deems it to be in the public interest and in
furtherance of the purposes of the Act to accept the proposal submitted by Redeveloper as
specified herein.




     (d) The Redevelopment Project will achieve the public purposes of the Act by, among
other things, increasing employment, improving public infrastructure, increasing the tax
base, and lessening conditions of blight and substandard in the Redevelopment Area.




     (e) (1) The Redevelopment Plan is feasible and in conformity with the general plan for
the development of the Village as a whole and the plan is in conformity with the legislative
declarations and determinations set forth in the Act, and




     (2) (i) the Project would not be economically feasible without the use of
tax-increment financing,




     (ii) the Project would not occur in the Redevelopment Area
without the use of tax-increment financing, and



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     (iii) the costs and benefits of the Project, including costs and
benefits to other affected political subdivisions, the economy of the
community, and the demand for public and private services have been analyzed
by the Village and have been found to be in the long-term best interest of
the community impacted by the Project.




     (f) The Village has determined that the proposed land uses and building requirements in
the Redevelopment Area are designed with the general purpose of accomplishing, in
conformance with the general plan, a coordinated, adjusted, and harmonious development of
the Village and its environs which will, in accordance with present and future needs,
promote health, safety, morals, order, convenience, prosperity, and the general welfare, as
well as efficiency and economy in the process of development; including, among other things,
adequate provision for traffic, vehicular parking, the promotion of safety from fire, panic,
and other dangers, adequate provision for light and air, the promotion of the healthful and
convenient distribution of population, the provision of adequate transportation, water,
sewerage, and other public utilities, schools, parks, recreational and community facilities,
and other public requirements, the promotion of sound design and arrangement, the wise and
efficient expenditure of public funds, and the prevention of the recurrence of insanitary or
unsafe dwelling accommodations, or conditions of blight.


Section 2.02 Representations of Redeveloper.




     The Redeveloper makes the following representations:



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     (a) The Redeveloper is a Nebraska limited liability company, having the
power to enter into this Redevelopment Contract and perform all obligations contained
herein and by proper action has been duly authorized to execute and deliver this
Redevelopment Contract.




     (b) The execution and delivery of the Redevelopment Contract and the consummation of
the transactions therein contemplated will not conflict with or constitute a breach of or
default under any bond, debenture, note or other evidence of indebtedness or any contract,
loan agreement or lease to which Redeveloper is a party or by which it is bound, or result
in the creation or imposition of any lien, charge or encumbrance of any nature upon any of
the property or assets of the Redeveloper contrary to the terms of any instrument or
agreement.




     (c) There is no litigation pending or to the best of its knowledge threatened against
Redeveloper affecting its ability to carry out the acquisition, construction, equipping and
furnishing of the Project or the carrying into effect of this Redevelopment Contract or,
except as disclosed in writing to the Village, as to any other matter materially affecting
the ability of Redeveloper to perform its obligations hereunder.




     (d) Any financial statements of the Redeveloper or its Members delivered to the Village
prior to the date hereof are true and correct in all respects and fairly present the
financial condition of the Redeveloper and the Project as of the dates thereof; no
materially adverse change has occurred in the financial condition reflected therein since
the respective dates thereof; and no additional borrowings have been made by the Redeveloper
since the date thereof except in the ordinary course of business, other than the borrowing
contemplated hereby or borrowings disclosed to or approved by the Village.



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ARTICLE III




OBLIGATIONS OF THE VILLAGE



Section 3.01 Division of Taxes.




     In accordance with Section 18-2147 of the Act, the Village hereby provides that any ad valorem
tax on real property in the Project for the benefit of any public body be divided for a period of
fifteen years after the effective date of this provision as set forth in this section. The
effective date of this provision shall be January 1, 2007.




     (a) That proportion of the ad valorem tax which is produced by levy at the rate fixed
each year by or for each public body upon the Redevelopment Project Valuation (as defined in
the Act) shall be paid into the funds of each such public body in the same proportion as all
other taxes collected by or for the bodies; and




     (b) That proportion of the ad valorem tax on real property in the Redevelopment Area in
excess of such amount, if any, shall be allocated to, is pledged to, and, when collected,
paid into a special fund of the Village to pay the principal of, the interest on, and any
premiums due in connection with the bonds, loans, notes or advances of money to, or
indebtedness incurred by, whether funded, refunded, assumed, or otherwise, such Village for
financing or refinancing, in whole or in part, such Project. When such bonds, loans, notes,
advances of money, or indebtedness, including interest and premium due have been paid, the
Village shall so notify the County Assessor and County Treasurer and all ad valorem taxes
upon real property in such Project shall be paid into the funds of the respective public
bodies.



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Section 3.02 Issuance of TIP indebtedness.




     Village shall incur TIF Indebtedness in the form and principal amount and bearing interest and
being subject to such terms and conditions as are specified on the attached Exhibit C. No TIF Indebtedness will be issued until Redeveloper has (a) acquired fee title to the
Redevelopment Area; (b) obtained financing commitments as described in Section 5.01; (c) obtained
approvals necessary for construction of the Project from the Nebraska Department of Environmental
Quality; and (d) entered into a contract for construction of the Project. The Village shall have no
obligation to find a lender or investor to acquire the TIF Indebtedness, but rather shall issue the
TIF Indebtedness to or to the order of Redeveloper upon payment of the principal amount thereof.
The Village may (but is not obligated to), from time to time and subject to the provisions of the
Act, issue additional TIF Indebtedness secured by the TIF Revenues for the purpose of funding
additional Project Costs, if projected TIF Revenues are projected to be sufficient to pay principal
and interest on such additional TIF Indebtedness.


Section 3.03 Pledge of TIF Revenues.




     The Village hereby pledges the TIF Revenues as security for the TIF Indebtedness.


Section 3.04 Grant of Proceeds of Bonds.




     The Village will grant to Redeveloper the proceeds of the TIF Indebtedness incurred as
described on Exhibit C. An amount equal to interest payable on such TIF Indebtedness prior to
projected receipt of TIF Revenues shall be retained by the Village and applied for such purpose or,
at the option of the Village, deposited in a reserve fund of Redeveloper to be applied for such
purpose.



     Notwithstanding the foregoing, the amount of the grant shall not exceed the amount of Project
Costs certified pursuant to Section 4.02. The grant shall be paid to the Redeveloper upon



9









 







receipt of requisitions for Project Costs which include supporting documentation requested by
Village and shall, if requested by Redeveloper, be made in one or more advances.


Section 3.05 Creation of Fund.




     The Village will create a special fund to collect and hold the TIF Revenues. Such special fund
shall be used for no purpose other than to pay TIF Indebtedness issued pursuant to Sections 3.02
and 3.03 above.



ARTICLE IV




OBLIGATIONS OF REDEVELOPER



Section 4.01 Construction of Project: Insurance.





     (a) Redeveloper will complete the Project and install all improvements, buildings,
fixtures, equipment and furnishings necessary to operate the Project. Redeveloper shall be
solely responsible for obtaining, all permits and approvals necessary to acquire, construct
and equip the Project. The Village agrees, subject to its governing ordinances, to approve a
use permit for construction and operation of the Project. Until construction of the Project
has been completed, Redeveloper shall make reports in such detail and at such times as may
be reasonably requested by the Village as to the actual progress of Redeveloper with respect
to construction of the Project. Promptly after completion by the Redeveloper of the
Project, the Redeveloper shall furnish to the Village a Certificate of Completion. The
certification by the Redeveloper shall be a conclusive determination of satisfaction of the
agreements and covenants in this Redevelopment Contract with respect to the obligations of
Redeveloper and its successors and assigns to construct the Project. As used herein, the
term “completion” shall mean substantial completion of the Project.



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     (b) Any contractor chosen by the Redeveloper or the Redeveloper itself shall be
required to obtain and keep in force at all times until completion of construction, policies
of insurance including coverage for contractors’ general liability and completed operations
and a penal bond as required by the Act. The Village and the Redeveloper shall be named as
additional insureds. Any contractor chosen by the Redeveloper or the Redeveloper itself, as
an owner, shall be required to purchase and maintain property insurance upon the 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 the Redeveloper, as the case may be, shall furnish the Village with a
Certificate of insurance evidencing policies as required above. Such certificates shall
state that the insurance companies shall give the Village prior written notice in the event
of cancellation of or material change in any of the policies.


Section 4.02 Cost Certification.




     Redeveloper shall submit to Village a certification or Project Costs, on or before the date of
submission of the Certificate of Completion, prepared by a certified public accountant acceptable
to Village, which shall contain detail and documentation showing the payment of Project Costs
specified on the attached Exhibit D in an amount at least equal to the grant to Redeveloper
pursuant to Section 3.05.


Section 4.03 Redeveloper to Overate Project.




     Redeveloper will operate the Project for not less than 15 years from the effective date of the
provision specified in Section 3.01 of this Redevelopment Contract.


Section 4.04 No Discrimination.

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     Redeveloper agrees and covenants for itself, its successors and assigns that as long as any TIF Indebtedness 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 Project. Redeveloper, for itself and
its successors and assigns, agrees that during the construction of the 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 Project.


Section 4.05 Pay Real Estate Taxes.




     Redeveloper intends to create a taxable real property valuation of the Redevelopment Area and
Project of Ten Million Dollars ($10,000,000) no later than as of January 1, 2007 and Twenty Million
Dollars ($20.000.000) no later than as of January 1, 2008. During the period that any TIF
Indebtedness is outstanding, Redeveloper will (1) not protest a real estate property valuation on
the Redevelopment Area of Twenty Million Dollars ($20,000,000) or less after substantial completion
or occupancy; (2) not convey the Redevelopment Area or structures thereon to any entity which would
be exempt from the payment of real estate taxes or cause the nonpayment of such real estate taxes;
and (3) cause all real estate taxes and assessments levied on the Redevelopment Area and Project to
be paid prior to the time such become delinquent during the term that any Bonds are outstanding.


Section 4.06 Payment in Lieu of Taxes.




     Redeveloper agrees to make payments in lieu of taxes, immediately upon receipt of notice from
Village, if for any reason at any time TIF Revenues received by the Village are not sufficient to
pay principal and interest on the TIF Indebtedness when due. This payment in lieu of tax obligation
maybe represented by a note or other evidence of indebtedness and shall, if



12









 







required by Village, be secured by a mortgage or deed of trust on the Redevelopment Area in
favor of the Village.


Section 4.07 No Assignment or Conveyance.




     Redeveloper shall not convey, assign or transfer the Redevelopment Area, the Project or any
interest therein prior to the termination of the 15 year period commencing on the effective date
specified in Section 3.01 hereof, without the prior written consent of the Village, which the
Village shall grant or deny within fifteen (15) days of receipt of written request from
Redeveloper, which consent shall not be unreasonably withheld, and which the Village may make
subject to any terms or conditions it deems appropriate, except for the following conveyances,
which shall be permitted without consent of Village:




     (a) any conveyance as security for indebtedness incurred by Redeveloper for Project
Costs or any subsequent physical improvements to the Redevelopment Area, provided that any
such conveyance shall be subject to the obligations of the Redeveloper pursuant to this
Redevelopment Contract:




     (b) any conveyance to any person or entity which owns more than 50% of the voting
equity interests of Redeveloper (if Redeveloper is a corporation, partnership, limited
liability company or other entity) or with respect to which Redeveloper owns more than 50%
of the voting equity interests, provided that any such successor owner of the Project agrees
to assume all obligations of the Redeveloper and be bound by all terms and conditions of
this Redevelopment Contract;




     (c) if Redeveloper is a corporation, partnership or limited liability company, any
merger, consolidation. split off, split-up, spin off or other reorganization of Redeveloper
which does not result in a substantial change of control or management of



13









 







the Redeveloper, provided that any such successor owner of the Project agrees to assume
all obligations of the Redeveloper and be bound by all terms and conditions of this
Redevelopment Contract.



ARTICLE V




FINANCING REDEVELOPMENT PROJECT; ENCUMBRANCES



Section 5.01 Financing.




     Redeveloper shall pay all Project Costs and any and all other costs related to the
Redevelopment Area and the Project which are in excess of the amounts paid from the proceeds of the
TIF Indebtedness granted to Redeveloper. Prior to issuance of the TIF Indebtedness, Redeveloper
shall provide Village with evidence satisfactory to the Village that private funds have been
committed to the Redevelopment Project in amounts sufficient to complete the Redevelopment Project.
Redeveloper shall timely pay all costs, expenses, fees, charges and other amounts associated with
the Project.


Section 5.02 Encumbrances.




     Redeveloper shall not create any lien, encumbrance or mortgage on the Project or the
Redevelopment Area without the prior written consent of the Village except (a) encumbrances which
secure indebtedness incurred to acquire, construct and equip the Project or for any other physical
improvements to the Redevelopment Area; and (b) encumbrances which secure indebtedness which, when
added to all indebtedness secured by encumbrances on the Project or Redevelopment Area, do not
exceed seventy percent (70%) of the fair market value of the Project and the Redevelopment Area.



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ARTICLE VI




DEFAULT, REMEDIES; INDEMNIFICATION



Section 6.01 General Remedies of Village and Redeveloper.




     Subject to the further provisions of this Article VI, in the event of any failure to perform
or breach of this Redevelopment Contract or any of its terms or conditions, by any party hereto or
any successor to such party, such party, or successor, shall, upon written notice from the other,
proceed immediately to commence such actions as may be reasonably designed to cure or remedy such
failure to perform or breach which cure or remedy shall be accomplished within a reasonable time by
the diligent pursuit of corrective action. In case such action is not taken, or diligently pursued,
or the failure to perform or breach shall not be cured or remedied within a reasonable time, this
Redevelopment Contract shall be in default and the aggrieved party may, institute such proceedings
as may be necessary or desirable to enforce its rights under this Redevelopment Contract,
including, but not limited to, proceedings to compel specific performance by the party failing to
perform or in breach of its obligations.


Section 6.02 Additional Remedies of Village.




     In the event that:




     (a) The Redeveloper, or successor in interest, fails to commence construction of the
Project (which, for purposes of this paragraph shall mean expenditure (or binding
commitments to incur expenditures) of an amount equal to at least ten percent (10%) of the
total projected cost of the Project) by July I, 2006;




     (b) The Redeveloper, or successor in interest, shall fail to complete the construction
of the Project on or before January 1, 2008, or shall abandon construction work for any
period of 90 days;



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     (c) The Redeveloper, or successor in interest, shall fail to pay real estate taxes or
assessments on the Redevelopment Area or any part thereof or payments in lieu of taxes
pursuant to Section 4.07 when due; or




     (d) There is, in violation of Section 4.08 of this Redevelopment Contract, and such
failure or action by the Redeveloper has not been cured within 30 days following written
notice from Village, then the Redeveloper shall be in default of this Redevelopment
Contract.



     In the event of such failure to perform, breach or default occurs and is not cured in the
period herein provided, the parties agree that the damages caused to the Village would be difficult
to determine with certainty and that a reasonable estimation of the amount of damages that could be
incurred is the amount of the grant to Redeveloper pursuant to Section 3.04 of this Redevelopment
Contract, less any reductions in the principal amount of the TIF Indebtedness, plus interest on
such amounts as provided herein (the “Liquidated Damages Amount”). The Liquidated Damages Amount
shall be paid by Redeveloper to Village within 30 days of demand from Village.



     Interest shall accrue on the Liquidated Damages Amount at the rate of one percent (1%) over
the prime rate as published and modified in the Wall Street Journal from time to time and interest
shall commence from the date that the Village gives notice to the Redeveloper demanding payment.



     Payment of the Liquidated Damages Amount shall not relieve Redeveloper of its obligation to
pay real estate taxes or assessments or payments in lieu of taxes with respect to the Project.



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Section 6.03 Remedies in the Event of Other Redeveloper Defaults.




     In the event the Redeveloper fails to perform any other provisions of this Redevelopment
Contract (other than those specific provisions contained in Section 6.02), the Redeveloper shall be
in default. In such an instance, the Village may seek to enforce the terms of this Redevelopment
Contract or exercise any other remedies that may be provided in this Redevelopment Contract or by
applicable law; provided, however, that the default covered by this Section shall not rive rise to
aright or rescission or termination of this Redevelopment Contract, and shall not be covered by the
Liquidated Damages Amount.


Section 6.04 Enforced Delay Beyond Party’s Control.




     For the purposes of any of the provisions of this Redevelopment Contract, neither the Village
nor the Redeveloper, as the case may be, nor any successor in interest, shall be considered in
breach of or default in its obligations with respect to the conveyance or preparation of the
Redevelopment Area for redevelopment, or the beginning and completion of construction of the
Project, or progress in respect thereto, in the event of enforced delay in the performance of such
obligations due to unforeseeable causes beyond its control and without its fault or negligence,
including, but not restricted to, acts of God, or of the public enemy, acts of the Government, acts
of the other party, tires, floods, epidemics, quarantine restrictions, strikes, freight embargoes,
and unusually severe weather or delays in subcontractors due to such causes; 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 the Village or of the Redeveloper with respect
to construction of the Project, as the case may be, shall be extended for the period of the
enforced delay: Provided, that the party seeking the benefit of the provisions of this
section shall, within thirty (30) days after the beginning of any such enforced delay, have first notified the other party thereof in writing, and of the cause or causes thereof and
requested an extension for the period of the enforced delay.



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Section 6.05 Limitation of Liability: indemnification.




     Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary,
neither the Village, nor their officers, directors, employees, agents or their governing bodies
shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The
sole obligation of the Village under this Redevelopment Contract shall be the issuance of the TIF
Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, as specifically set
forth in Sections 3.02 and 3.04. The obligation of the Village on any TIF Indebtedness shall be
limited solely to the TIF Revenues pledged as security for such TIF Indebtedness. Specifically, but
without limitation, Village shall not be liable for any costs, liabilities, actions, demands, or
damages for failure of any representations, warranties or obligations hereunder. The Redeveloper
releases the Village from, agrees that the Village shall not be liable for, and agrees to indemnify
and hold the Village harmless from any liability for any loss or damage to property or any injury
to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project,



     The Redeveloper will indemnify and hold each of the Village and their directors, officers,
agents, employees and member of their governing bodies free and harmless from any loss, claim,
damage, demand, tax, penalty, liability, disbursement, expense, including litigation expenses,
attorneys’ fees and expenses, or court costs arising out of any damage or injury, actual or
claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons,
occurring or allegedly occurring in, on or about the Project during the term of this Redevelopment
Contract or arising out of any action or inaction of Redeveloper, whether or not



18









 







related to the Project, or resulting from or in any way connected with specified events,
including the management of the Project, or in any way related to the enforcement of this
Redevelopment Contract or any other cause pertaining to the Project.



ARTICLE VII




MISCELLANEOUS



Section 7.01 Notice Recording.




     This Redevelopment Contract or a notice memorandum of this Redevelopment Contract shall be
recorded with the County Register of Deeds in which the Redevelopment Area is located.


Section 7.02 Governing Law.




     This Redevelopment Contract shall be governed by the laws of the State of Nebraska, including
but not limited to the Act.


Section 7.03 Binding Effect: Amendment.



This Redevelopment Contract shall be binding on the parties hereto and their respective successors
and assigns. This Redevelopment Contract shall run with the Redevelopment Area. The Redevelopment
Contract shall not be amended except by a writing signed by the party to be bound.




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     IN WITNESS WHEREOF, Village and Redeveloper have signed this Redevelopment Contract as of the
date and year first above written.



	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	VILLAGE OF ADAMS, NEBRASKA	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Lorie Parde

	 	 	 	By:
	 	/s/ Rodger Pella	 	 
	 

	 	 	 	 	 	 	 	 
	Village Clerk

	 	 	 	 	 	Board Chairperson	 	 






	 	 	 
	STATE OF NEBRASKA

	 	) 
	 

	 	) ss.
	COUNTY OF GAGE

	 	) 






     The foregoing instrument was acknowledged before me this 18th day of May, 2006, by
Rodger Pella and Lorie Parde, Chairman of the Village Board and Village Clerk, respectively, of the
Village of Adams, Nebraska, on behalf of the Village.



	 	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 
	 	 	/s/ Andrew K. Carothers	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	E ENERGY ADAMS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jack L. Alderman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Manager	 	 






	 	 	 
	STATE OF NEBRASKA

	 	) 
	 

	 	) ss.
	COUNTY OF GAGE

	 	) 






     The foregoing instrument was acknowledged before me this 1 day of June, 2006, by Jack

Alderman, Manager of E Energy Adams, LLC, on behalf of the limited liability company.



	 	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 
	 	 	/s/ Jenny Moerer	 	 
	 	 	 	 	 
	 	 	Notary Public	 	 






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EXHIBIT A




DESCRIPTION OF REDEVELOPMENT AREA



A tract of land composed of the East Half of the Northwest Quarter of the Northeast Quarter (E/2
NW/4 NE/4); the Southwest Quarter of the Northeast Quarter (SW/4 NE/4); the Northwest Quarter of
the Southeast Quarter (NW/4 SE/4); the Northeast Quarter of Southwest Quarter (NE/4 SW/4); the
Southeast Quarter of the Southwest Quarter (SE/4 SW/4); a portion of the Southeast Quarter of the
Northwest Quarter (SE/4 NW/4); a portion of the Southwest Quarter of the Southeast Quarter (SW/4
SE/4); a portion of the Southeast Quarter of the Southeast Quarter (SE/4 SE/4); a portion of the
Northeast Quarter of the Southeast Quarter (NE/4 SE/4); located in Section Seventeen (17); and a
portion of the Northeast Quarter of the Northeast Quarter (NE/4 NE/4) of Section Twenty (20); all
in Township Six (6) North, Range Eight (8) East of the 6th P.M., Gage County, Nebraska,
except for railroad right-of-way of record, described as follows:



Beginning at the Southeast corner of the Northeast Quarter of the Northeast Quarter (NE/4 NE/4) of
said Section Twenty (20); thence on an assumed bearing of South 88 Degrees, 46 Minutes, 05 Seconds
West, along the South line of said Northeast Quarter of the Northeast Quarter (NE/4 NE/4), a
distance of 307.42 feet to a point being 300.00 feet southwest of the southwesterly right-of-way
line of the existing B.N.S.F. Railroad; thence North 19 Degrees, 33 Minutes, 28 Seconds West, along
a line 300.00 feet southwesterly from and parallel with the southwesterly right-of-way line of said
B.N.S.F. Railroad, a distance of 1433.70 feet to a point of curvature; thence on a curve to the
left with a 3469.72 feet radius, a central angle of 20 Degrees, 55 Minutes, 37 Seconds, an arc
distance of 1267.28 feet, with a chord which bears North 30 Degrees, 01 Minutes, 17 Seconds West,
and chord distance of 1260.25 feet to a point; thence North 40 Degrees, 29 Minutes, 04 Seconds
West, along a line 300.00 feet southwesterly from and parallel with the southwesterly right-of-way
line of said B.N.S.F. Railroad, a distance of 219.15 feet to a point on the North line of the
Southwest Quarter of the Southeast Quarter (SW/4 SE/4) of said Section 17; thence South 88 Degrees,
49 Minutes, 24 Seconds West, along the North line of said Southwest Quarter of the Southeast
Quarter (SW/4 SE/4) of said Section 17, a distance of 1043.24 feet to the Northwest Corner of said
Southwest Quarter of the Southeast Quarter (SW/4 SE/4) of the said Section 17; thence South 00
Degrees, 12 Minutes, 22 Seconds West, along the West line of said Southwest Quarter of the
Southeast Quarter (SW/4 SE/4) of said Section 17, a distance of 1319.04 feet to the Southeast
corner of the Southeast Quarter of the Southwest Quarter (SE/4 SW/4) of said Section 17; thence
South 88 Degrees, 45 Minutes, 10 Seconds West, along the South line of said Southeast Quarter of
the Southwest Quarter (SE/4 SW/4) of said Section 17, a distance of 1314.74 feet to the Southwest
Corner of said Southeast Quarter of the Southwest Quarter (SE/4 SW/4) of said Section 17; thence
North 00 Degrees, 18 Minutes, 29 Seconds East, along the West line of the Southeast Quarter of the
Southwest Quarter (SE/4 SW/4) and the West line of the Northeast Quarter of the Southwest Quarter
(NE/4 SW/4) of said Section 17, a distance of 2641.13 feet to the Northwest Corner of said
Northeast Quarter of the Southwest Quarter (NE/4 SW/4) of said Section 17; thence North 00 Degrees,
18 Minutes, 35 Seconds East, along the West Line of the Southeast Quarter of the Northwest Quarter
(SE/4 NW/4) of said Section 17, a distance of 263.42 feet to a point; thence North 49 Degrees, 30





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Minutes, 56 Seconds East, a distance of 887.87 feet to a point 200.00 feet southwesterly from the
southwesterly right-of-way line of said B.N.S.F. Railroad; thence North 40 Degrees, 29 Minutes, 04
Seconds West, along a line 200.00 feet southwesterly from and parallel with the southwesterly
right-of-way line of said B.N.S.F. Railroad, a distance of 637.98 feet to a point on the North line
of said Southeast Quarter of the Northwest Quarter (SE/4 NW/4) of said Section 17; thence North 88
Degrees, 57 Minutes, 14 Seconds East, along the North line of said Southeast Quarter of the
Northwest Quarter (SE/4 NW/4) of said Section 17, a distance of 1051.27 feet to the Northeast
corner of said Southeast Quarter of the Northwest Quarter (SE/4 NW/4) of said Section 17; thence
North 88 Degrees, 57 Minutes, 50 Seconds East, along the North line of the Southwest Quarter of the
Northeast Quarter (SW/4 NE/4) of said Section 17, a distance of 653.70 feet to the Southwest corner
of the East Half of the Northwest Quarter of the Northeast Quarter (E/2 NW/4 NE/4) of said Section
17; thence North 00 Degrees, 11 Minutes, 42 Seconds East, along the West Line of said East Half of
the Northwest Quarter of the Northeast Quarter (E/2 NW/4 NE/4) of said Section 17, a distance of
1318.71 feet to the Northwest corner of said East Half of the Northwest Quarter of the Northeast
Quarter (E/2 NW/4 NE/4) of said Section 17; thence North 89 Degrees, 00 Minutes, 36 Seconds East,
along the North line of said East Half of the Northwest Quarter of the Northeast Quarter (E/2 NW/4
NE/4) of said Section 17, a distance of 652.60 feet to the Northeast corner of the Northwest
Quarter of the Northeast Quarter (NW/4 NE/4) of said Section 17; thence South 00 Degrees, 06
Minutes, 15 Seconds West, along the East line of said Northwest Quarter of the Northeast Quarter
(NW/4 NE/4), and the East line of the Southwest Quarter of the Northeast Quarter (SW/4 NE/4) of
said Section 17, a distance of 2634.95 feet to the Northeast corner of the Northwest Quarter of the
Southeast Quarter (NW/4 SE/4) of said Section 17; thence South 00 Degrees, 02 Minutes, 44 Seconds
West, along the East line of said Northwest Quarter of the Southeast Quarter (NW/4 SE/4) of said
Section 17, a distance of 1177.98 feet to a point on the southwesterly right-of-way line of said
B.N.S.F. Railroad; thence South 40 Degrees, 29 Minutes, 04 Seconds East, along the southwesterly
right-of-way line of B.N.S.F. Railroad, a distance of 153.94 feet to a point of curvature; thence
on a curve to the right, with a 3769.72 feet radius, a central angle of 20 Degrees, 55 Minutes, 37
Seconds, an arc distance of 1376.87 feet, with a chord which bears South 30 Degrees, 01 Minutes, 17
Seconds East, and a chord distance of 1369.23 feet to a point; thence South 19 Degrees, 33 Minutes,
28 Seconds East, along said southwesterly right-of-way line of the B.N.S.F. Railroad, a distance of
1508.48 feet to a point on the East line of the Northeast Quarter of the Northeast Quarter (NE/4
NE/4) of said Section 20; thence South 00 Degrees, 54 Minutes, 51 Seconds West, along the East line
of said Northeast Quarter of the Northeast Quarter (NE/4 NE/4) of said Section 20, a distance of
23.36 feet to the point of beginning. Containing 221.57 acres, more or less.




22









 





EXHIBIT B




DESCRIPTION OF PROJECT



An ethanol production facility, including all necessary receiving, storage, processing, pollution
control, waste handling, and shipping buildings, equipment and furnishings and ancillary facilities
sufficient to produce, from corn, approximately 50 million gallons of anhydrous ethanol annually.
The Project does not include any public roads.




23









 





EXHIBIT C




TIF INDEBTEDNESS




	 	 	 	 	 
	1.

	 	Principal Amount:
	 	The maximum amount, which, together with
interest accruing thereon, can be fully
amortized by December 31, 2021, solely from
projected TIF Revenues based on the current
aggregate ad valorem tax rate (together with
the City’s ad valorem tax rate) applicable to
the Redevelopment Area times an assumed project
valuation of $20,000,000.00.
	 
	 	 	 	 
	2.

	 	Payments:
	 	Semi-annually or more frequent, with interest
only until 2009, in substantially equal amounts
sufficient to fully pay the TIF Indebtedness in
full on or before December 31, 2021.
	 
	 	 	 	 
	3.

	 	Interest Rate:
	 	To be determined by Redeveloper, not to exceed
ten percent (10%).
	 
	 	 	 	 
	4.

	 	Maturity Date:
	 	On or before December 31, 2021.






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EXHIBIT D




PROJECT COSTS



All Project Costs payable from the proceeds of TIF Indebtedness pursuant to the Act including:





	 	1.	 	Redevelopment Area Acquisition cost

	 
	 	2.	 	Site work and site preparation
	 
	 	3.	 	Utility extensions, installation of gas, water, sewer and electrical lines and
equipment
	 
	 	4.	 	Construction of roadways and rail service lines
	 
	 	5.	 	Pollution control equipment






25