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2021-01-07 SID 563 Minutes CERTIFICATE The undersigned hereby certify that they are the Chairperson and Clerk of Sanitary and Improvement District Number 563 of Douglas County,Nebraska,(the"District")and hereby further certify as follows: 1. Annexed to this certificate is a true and correct transcript of the proceedings of the Board of Trustees of the District relating to a meeting of said District held on the date and at the time reflected in the meeting minutes contained in said foregoing transcript(the"Meeting").All of the proceedings of the District and of the Board of Trustees thereof which are set out in the annexed and foregoing transcript have been fully recorded in the journal of proceedings of the District and the undersigned District Clerk has carefully compared the annexed and foregoing transcript with said journal and with the records and files of the District which are in such Clerk's official custody and said transcript is a full,true and complete copy of said journal,records and files which are set out therein. 2. Advance notice for the Meeting was given by publication as set forth in the affidavit of publication contained in the foregoing transcript and was mailed to the Clerk of the municipality or county within whose zoning jurisdiction the District is located at least seven days prior to the date of the Meeting.Advance notice for the Meeting,including notice of agenda subjects,was given to all members of the Board of Trustees. All news media requesting notification of meetings of said body were provided with advance notice of the times and places of such meetings and the subjects to be discussed. 3. All of the subjects addressed at the Meeting were contained in the agenda for the Meeting, which agenda was kept continually current and readily available for public inspection at the address listed in the meeting notice for the Meeting and a copy of which is attached to this Certificate;such subjects were contained in said agenda for at least 24 hours prior to the Meeting and each agenda item was sufficiently descriptive to give the public reasonable notice of the matters to be considered at the Meeting. 4. A current copy of the Nebraska Open Meetings Act was available and accessible to members of the public, posted during the Meeting in the room in which such Meeting was held and all in attendance at the Meeting were informed that such copy of the Nebraska Open Meetings Act was available for review and were informed of the location of such copy in the room in which such Meeting was being held.At least one copy of all resolutions and other reproducible written materials,for which actions are shown in said proceedings,was made available for examination and copying by members of the public at the Meeting. 5. The minutes of the Meeting were in written form and available for public inspection within ten(10)working days after the Meeting or prior to the next convened meeting,whichever occurred earlier,at the office of the District;within thirty(30)days after the date of the Meeting,a copy of the minutes of the Meeting was sent to the Clerk of the municipality or county within whose zoning jurisdiction the District is located. 6. No litigation is now pending or threatened to restrain or enjoin the District from the issuance and delivery of any warrants or other obligations issued by the District or the levy and collection of tax or other revenues or relating to any of the improvements for which any such warrants or other obligations were or are issued nor in any manner questioning the proceedings and authority under which any such warrants or other obligations were or are issued or affecting the validity thereof; neither the corporate existence or boundaries of the District nor the title of its present officers to their respective offices is being contested;no authority or proceedings for the issuance of any warrants or other obligations by the District have been repealed,revoked or rescinded as of the date hereof. All actions taken by the Board of Trustees referred to in said transcript were taken at a public meeting while open to the attendance of the public. IN WITNESS WHEREOF,we have hereunto affixed our official signatures this 7'day of January 2021. Chairpeys.. Clleer .__.. MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES OF SANITARY AND IMPROVEMENT DISTRICT NO. 563 OF DOUGLAS COUNTY, NEBRASKA The meeting of the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County, Nebraska was convened in open and public session at 8:30 A.M. on January 7, 2021 via telephonic conference call. Present at the meeting were Trustees Loren Johnson,Terry Wiese and Randy Baker. Also present were Mark Johnson, attorney for the District, Kuehl Capital Corporation, fiscal agents for the District and Lamp Rynearson, engineers for the District. Notice of the meeting was given in advance thereof by publication in The Daily Record on December 24 and December 31, 2021, a copy of the Proof of Publication being attached to these minutes. Notice of the meeting was simultaneously given to all members of the Board of Trustees and a copy of their Acknowledgment of Receipt of Notice is attached to these minutes. Availability of the agenda was communicated in the published notice and in the notice to the Trustees of this meeting. All proceedings of the Board were taken while the convened meeting was open to the attendance of the public. The Clerk then certified that notice of this meeting had been given to the City Clerk of Omaha,Nebraska at least seven days prior to the time set by the Board of Trustees for this meeting and filed his Certificate to that effect, said Certificate being attached to these minutes. The Chairman then stated that a copy of the Nebraska Open Meeting Laws was available for review and inspection and stated the location of said copy in the room in which such meeting was held. The Chairman then stated that pursuant to Executive Order No.20-36 Corona Virus Public Meetings Requirement Limited Waiver issued by Governor Pete Ricketts on November 25, 2020, the Board of Trustees for Sanitary and Improvement District No. 563 of Douglas County,Nebraska held their meeting at 8:30 a.m. on January 7, 2021, via telephonic means, which meeting was otherwise held in accordance with the Nebraska Open Meetings Act. By e-mail response, each of the Trustees hereby acknowledge advance receipt of notice for the aforementioned meeting and the agenda for said meeting. F The Chairman then noted that Paula Johnson had resigned from the Board of Trustees effective immediately and following discussion, Terry Wiese was appointed to fill the Trustee position until the next election by law. The Clerk then announced that the last publication of the notice of this meeting was more than five days prior to the time set by the Board of Trustees for public hearing, as set forth in the Proof of Publication. The Clerk further announced that notice had been posted in three conspicuous places within the District and filed his Certificate to that effect, said Certificate being attached to these minutes and made a part hereof by this reference. The Clerk then stated that no petition opposing the Resolution of Necessity had been filed by any of the property owners within the District nor by any other person and no person appeared at the meeting or made any objections to the proposed Resolution of Necessity. The Trustees then voted "aye" and passed and adopted the proposed Resolution of Advisability and Necessity, the same being the Resolution adopted in form at the meeting of the Board of Trustees held on December 10, 2020,which Resolution is set forth in full in the Proof of Publication attached hereto; the Trustees then passed the following resolution: BE IT RESOLVED by the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County,Nebraska that the Resolution of Necessity for the District to enter into a Sale and Purchase Agreement with Celebrity Homes, Inc. ($58,745.15) for Outlot A, Lakeview 168, pursuant to the Section X. (A) of the Subdivision Agreement;be and hereby is approved as proposed at the meeting of the Board of Trustees held on December 10, 2020. The Chairman then presented the following statements for payment from the Construction Fund Account of the District and the Clerk was directed to attach a copy of said statement to these minutes: a) Lamp Rynearson for engineering services in connection with Sanitary and Storm Sewer and Paving - Phase 2 Lakeview 168. (#3) $7,215.53 b)L.G. Roloff Construction Co., Inc. for Pay Estimate No. 3 - Revised in connection with Sanitary Sewer and Storm Sewer- Section 5, Lakeview 168. $133,256.53 c) Fullenkamp Jobeun Johnson&Beller LLP for legal services in connection with Sanitary Sewer and Storm Sewer - Section 5, Lakeview 168. $6,662.38 d) Kuehl Capital Corporation for advisory fee for Construction Fund warrants issued at this meeting. (2%) $2,942.69 e) Ameritas Investment Company LLC for underwriting fees for the Construction Fund Warrants issued at this meeting. (2%) $3,001.54 The Chairman then presented the following statements for payment from the General Fund Account of the District and the Clerk was directed to attach a copy of said statement to these minutes: a) Lamp Rynearson for engineering services. (#64) $1,518.44 b) Centennial Enterprises for green area maintenance. (#56557) $1,715.00 c) Douglas County Engineer for traffic control devices. $4,990.00 d) Chastain Otis for insurance coverage renewals. (#614) $5,552.00 e) Kuehl Capital Corporation for advisory fee for General Fund warrants issued at this meeting. (2%) $275.51 f) Ameritas Investment Company LLC for underwriting fees for the General Fund Warrants issued at this meeting. (2%) $281.02 Then,upon a motion duly made, seconded and upon a roll call vote of"aye"by the Trustees, the following Resolutions were unanimously adopted: RESOLVED by the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County,Nebraska that the Chairman and Clerk be and they hereby are authorized and directed to execute and deliver Warrants No.2522 through 2547,inclusive, of the District, dated the date of this meeting, to the following payees, for the following services and in the following amounts, said warrants to draw interest at the rate of 7% per annum, Warrant Nos, 2522 through 2539, inclusive, to be payable from the Construction Fund Account of the District(interest to be payable on April 1 of each year) ("Construction Fund Warrants") and to be redeemed no later than five years from the date hereof being January 7, 2026, subject to I extension of said maturity date by order of the District Court of Douglas County,Nebraska after notice is given as required by law; and Warrant Nos.2540 through 2547,inclusive, to be payable from the General Fund Account of the District (the "General Fund Warrants") and to be redeemed no later than three (3) years of the date hereof, being January 7, 2024; to-wit: a) Warrant No. 2522 for$7,215.53 payable to Lamp Rynearson for engineering services in connection with Sanitary Sewer and Storm Sewer - Phase 2, Lakeview 168. b) Warrant Nos. 2523 through 2535, inclusive, each for$10,000.00 and Warrant No. 2536 for $3,256.53 all payable to Luxa Construction Co. for Pay Estimate No. 3 - Revised in connection with Sanitary and Storm Sewer and Paving-Phase 2 Lakeview 168. c) Warrant No. 2537 for $6,662.38 payable to Fullenkamp Jobeun Johnson&Beller LLP for legal services in connection with Sanitary Sewer and Storm Sewer and Paving- Phase 2 Lakeview 168. d) Warrant No. 2538 for $2,942.69 payable to Kuehl Capital for advisor fees for the Construction Fund warrants issued at this meeting. e) Warrant No. 2539 for$3,001.54 payable to Ameritas Investment Company LLC for underwriting fees for the Construction Fund warrants issued at this meeting. f) Warrant No. 2540 for$1,5128.44 payable to Lamp Rynearson for engineering services. F g)Warrant No.2541 for$1,715.00 payable to Centennial Enterprises for green area maintenance. h) Warrant No. 2542 for $3,000.00 and Warrant No.2543 for $1,990.00 all payable to the Douglas County Engineer for traffic control devices. i) Warrant No. 2544 for $3,000.00 and Warrant No. 2545 for $2,552.00 all payable to Chastain Otis for insurance coverage renewals. j) Warrant No. 2546 for $275.51 payable to Kuehl Capital Corporation for advisor fees for the General Fund warrants issued at this meeting. k) Warrant No. 2547 for $281.02 payable to Ameritas Investment Corp for underwriting fees for the General Fund warrants issued at this meeting. BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary and Improvement DistrictNo.563 of Douglas County,Nebraska,that the District hereby finds and determines and covenants,warrants and agrees as follows in connection with the issuance of the Construction Fund Warrants: (i)the improvements and/or facilities being financed by the Construction Fund Warrants are for essential governmental functions and are designed to serve members of the general public on an equal basis; (ii) all said improvements have from the time of their first acquisition and construction been owned, are owned and are to be owned by the District or another political subdivision; (iii)to the extent special assessments have been or are to be levied for any of said improvements, such special assessments have been or are to be levied under Nebraska law as a matter of general application to all property specially benefited by said improvements in the District;(iv) the development of the land in the District is for residential or commercial use and the development of the land in the District for sale and occupation by the general public has proceeded and is proceeding with reasonable speed; (v) other than any incidental use of said improvements by a developer during the initial period of development of said improvements, there have been, are and will be no persons with rights to use such improvements other than as members of the general public; (vi) none of the proceeds of said Construction Fund Warrants have been or will be loaned to any private person or entity;and(vii)and the District does not reasonably expect to sell or otherwise dispose of said improvements and/or facilities, in whole or in part, prior to the last maturity of the Construction Fund Warrants. BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary and Improvement District No.563 of Douglas County,Nebraska that the District covenants and agrees concerning the Construction Fund Warrants that: (i) it will comply with all applicable provisions of the Code, including Sections 103 and 141 through 150, necessary to maintain the exclusion from gross income for federal income tax purposes of the interest on the Construction Fund Warrants and (ii) it will not use or permit the use of any proceeds of the Construction Fund Warrants or any other funds of the District nor take or permit any other action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the Construction Fund Warrants. In addition,the District will adopt such other resolutions and take such other actions as may be necessary to comply with the Code and with all other applicable future laws, regulations, published rulings and judicial decisions, in order to ensure that the interest on the Construction Fund Warrants will remain excluded from federal gross income, to the extent any such actions can be taken by the District. The District covenants and agrees that (i) it will comply with all Requirements of Section 148 of the Code to the extent applicable to the Construction Fund Warrants, (ii) it will use the proceeds of the Construction Fund Warrants as soon as practicable and with all reasonable dispatch for the purposes for which the Construction Fund Warrants are issued,and(iii)it will not invest or directly or indirectly use or permit the use of any proceeds of the Construction Fund Warrants or any other finds of the District in any manner, or take or omit to take any action, that would cause the Construction Fund Warrants to be "arbitrage bonds" within the meaning of Section 148(a) of the Code. The District covenants and agrees that it will pay or provide for the payment from time to time of all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any Regulations applicable to the Construction Fund Warrants from time to time. This covenant shall survive payment in full of the Construction Fund Warrants. The District specifically covenants to pay or cause to be paid to the United States, the required amounts of rebatable arbitrage at the times and in the amounts as determined by reference to the Code and the Regulations. Pursuant to the "small issuer exception" set forth below, the District does not believe the Construction Fund Warrants will be subject to rebate. The District covenants and agrees that(to the extent within its power or direction) it will not use any portion of the proceeds of the Construction Fund Warrants,including any investment income earned on such proceeds,directly or indirectly,in a manner that would cause any Construction Fund Warrant to be a"private activity bond". The District makes the following representations in connection with the exception for small governmental units from the arbitrage rebate requirements under Section 148(f)(4)(D) of the Code: (i) the District is a governmental unit under Nebraska law with general taxing powers; (ii) none of the Construction Fund Warrants is a private activity bond as defined in Section 141 of the Code; (iii) ninety-five percent or more of the net proceeds of the Construction Fund Warrants are to be used for local governmental activities of the District; (iv) the aggregate face amount of all tax-exempt obligations(other than "private activity bonds," but including any tax-exempt lease-purchase agreements) to be issued by the District during the current calendar year is not reasonably expected to exceed $5,000,000; and (v) the District(including all subordinate entities thereof)will not issue in excess of$5,000,000 of tax-exempt indebtedness(other than "private activity bonds,"but including any tax-exempt lease-purchase agreements) during the current calendar year without first obtaining an opinion of nationally recognized counsel in the area of municipal finance that the excludability of the interest on the Construction Fund Warrants from gross income for federal tax purposes will not be adversely affected thereby. BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary and Improvement District No.563 of Douglas County,Nebraska that the District hereby covenants, warrants and agrees that to the extent that it may lawfully do so, the District hereby designates the Construction Fund Warrants as its"qualified tax exempt obligations" under Section 265(b)(3)(B)(i)(III) of the Code. BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County,Nebraska that this and the preceding Resolutions are hereby adopted as the Certificate with Respect to Arbitrage of the District pertaining to the Construction Fund Warrants and the District hereby further certifies, as of the date of the registration of the Construction Fund Warrants with Douglas County, Nebraska as follows: 1. The District reasonably anticipates that a portion of the monies in its Bond Fund will be expended for payment of principal of and interest on the bonds and/or construction fund warrants of the District within 12 months after receipt of such monies. The District hereby establishes a reserve fund within its Bond Fund in connection with the issuance of the Construction Fund Warrants in the amount equal to the least of(i) 10% of the stated principal amount of the Construction Fund Warrants, (ii) the maximum annual debt service due on the Construction Fund Warrants during any fiscal year,or(iii) 125% of the average annual debt service for the Construction Fund Warrants over the term of such warrants. That amount that is currently held in the District's Bond Fund which exceeds the amount to be expended for payment of principal and interest on the bonds and/or construction fund warrants of the District within 12 months after receipt of such monies, plus that amount arrived at pursuant to the immediately preceding sentence, will not be invested in any securities or any other investment obligations which bear a yield, as computed in accordance with the actuarial method, in excess of the 3. The District has not been notified of any listing of it by the Internal Revenue Service as an issuer that may not certify its debt. 4. This Certificate is being passed, executed and delivered pursuant to Section 1.148-2 (b) (2) of the Income Tax Regulations under the Code (the "Regulations"). BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County,Nebraska the District hereby authorizes and directs the Chair or Clerk to file or cause to be filed, when due,an information reporting form pursuant to Section 149(e)of the Internal Revenue Code of 1986,as amended(the"Code"),pertaining to the Construction Fund Warrants and the General Fund Warrants; No opinion of nationally recognized counsel in the area of municipal finance has been delivered with respect to the treatment of interest on the General Fund Warrants. Purchasers of the General Fund Warrants are advised to consult their tax advisors as to the tax consequences of purchasing or holding the General Fund Warrants. The Chairman then presented plans and specifications prepared by Lamp Rynearson, engineers for the District, for construction of Sanitary Sewer and Storm Sewer - Section 4 (Phase 1) (Lakeview Lots 1 - 136),together with an estimate of the total cost of said improvement prepared by said engineers, which cost estimate, including engineering fees, legal fees, fiscal fees, administration costs and other miscellaneous costs is in the sum of$2,560,800.00 After discussion,the revised Resolution contained in Exhibit"A",attached hereto and by this reference incorporated herein was duly introduced, seconded and upon a roll call vote of "aye"by the Trustees, was unanimously adopted; the Trustees then passed the following resolution: RESOLVED by the Board of Trustees of Sanitary and Improvement District No.563 of Douglas County,Nebraska that the hearing on the proposed revise Resolution of Advisability and Necessity for the construction of Sanitary Sewer and Storm Sewer - Section 4 (Phase 1, Lakeview Lots 1 - 136) shall be held on January 28, 2021 at 8:30 a.m. and will be open to the public via telephonic means by calling(1- 312-757-3121, Access Code 633-913-045), in person attendance is prohibited,pursuant to Executive Order No.20-36 Corona Virus Public Meetings Requirement Limited Waiver issued by the Governor Pete Rickets on November 25, 2020, at which time owners of property within the District who might become subject to assessment for the improvements contemplated by the proposed Resolution of Necessity may call in and make objections to the proposed improvements and if a petition opposing the proposed Resolution of Advisability and Necessity, signed by the property owners representing a majority of the front footage which might become subject to assessments for the cost of said improvements, as set out in the Resolution, is filed with the Clerk of the District within three days before the date set for hearing on such Resolution, such Resolution shall not be passed. BE IT FURTHER RESOLVED that the notice of said hearing shall be given by publication in The Daily Record, a legal newspaper of Douglas County,Nebraska for two consecutive weeks on January 14 and January 21, 2021, which publication shall contain the entire wording of the proposed Resolution and that notice shall be given by posting same in three consecutive places within the boundaries of the District as required by Section 31-745 R.R.S. and further, that the Clerk of the District shall give notice not less than seven days prior to said hearing to the City Clerk of Omaha,Nebraska as required by Section 31-727.02 R.R.S. 1 There being no further business to come before the meeting, the meeting was adjourned. Chairman Clerk THE ENTER DAILY RECORD 3OHNSON&BELLER LLP OF O ROAD OMAHA,E 11440 WESTCRASKA 68144 AITA JASON W.HUFF,Publisher SANITARYcrSTRI NO.563MENT PROOF OF PUBLICATION OF DOUGLAS COUNTY,NEBRASKA NOTICEUNITED STATES OF AMERICA, NOTICE IS HEREBY GIVEN that a meet- ing of the Board of Trustees of Sanitary and The State of Nebraska, 98. Improvement Nebraska Districtwill No. 5 of Douglas of Nebraska, County, Nebr7,ka will be held at 8:en A.M. of Douglas, on Januaryvi 7, and will be open to the County 1-64 via telephonic9-3 means by calling (Di605- City of Omaha, B53), in person Access Code p13i605- pur unit person ave der is prohibited,Corona pursuant to Executive Order No. eat Corona ited ELIZABETH WHITE Virus Public Waiver issued bythe Governor PeteRickets deposes and says that she is on November 25, 2020.The agenda for such being duly sworn, eP meeting,kept continuouslycurrent,Is available I,E(�AI,EDITOR for public inspection by calling the District's attorney d passing or and includes the RECORD,of Omaha, a legal newspaper,printed and payment of bills of the,District and the consid- a bona fide paid eration and SasVED th amending thet oa and Trusteesusting ofDAILYdaily Englishlanguage, having fide id the following Resolution,to-wit: in the County of 300 copies, BE IT end Improvement Board of circulati0n in Douglas County in excess printedweeks in m Sanitaryt and Improable at District o. 5fo Omaha,in said County of Douglas.for more than fifty-twoof Douglas County, Nebraska find and deter- in THE st mine that it Is advisable and necessary for past; that the printed notice hereto attached was published the District to enter into a Sale and Purchase n Agreement (Outlay A, Lakeview o Celebrity with DAILY RECORIL Celebrity Homes Inc.and payment to Celebrity �emO�r'l,/�. Homes(558,745.15),pursuant to Section X(A) of the Subdivision Agreement. & 31,2020 BE IT FURTHER RESOLVED that the prin- cipal terms of said agreement are as follows: SALE AND PURCHASE AGREEMENT that : )R �:�' •= •ed and (Outlot A,Lakeview 168) That said Newspaper daring �., •73. S�ofNebraska THIS SALE AND PURCHASE AGREEMENT, in-� i ilaii_On I$_the Coin • dated as of the _. day of 1 GENERAL NOTARY-St of Nebraska i _, 2020 (the"Effective Date', by and between j ('� x � -16 L' , CELEBRITY HOMES,INC.,a Nebraska corpora- I 'I LLCM FFcF FREEMAN • n pr�ce wow f s"}..)ono-;, m:f'O m.L.p fnr -* 111 a 31 t District ict 56, Douglas Sanitary and INe Nebraska, a ..—_ --- -5� day of ("Purchaser"). sea, County, - me this 20 political subdivision.of the State of Nebraska Publisher's Fee $ December ("Purchaser'. • 20— R CCfA c. - Additional Copies $525.27 i • A. Seller desires to sell to Purchaser and Total $ otsry Public in and for Douglas County, Purchaser eglres to purchase from Seller the - state of Nebraska following legally County Nebraska,by-Wied real t locat- ed in Douglas County, , Outiot."A; Lakeview 168, a Subdivision a in l surveyed,County, ,Neted and braska (collectively the Douglas County, "Property"). B. As consideration for the sale of the Property,Purchaser shall own and maintain the I , Property, and Seller shall receive warrants in ! • the amount of the purchase price to be paid at the time the Purchaser is able to pay the I purchase price as reasonably determined.by !. Purchasers municipal financial advisor In ac- cordancewiththeterms-andconditionsofthe I ' • Subdivision Agreement entered into by and . of l • between the Seller, Purchaser, the Lakeview OmahamNebras s dateidtrApril 2U 20 0 e (the Omaha, ion Agreement"). . "Subdivision AgreemenY�. AGREEMENT- NOW,THEREFORE,in consideration of the . recitals and the mutual agreements,provisions y and covenants herein contained, Seiler and & Purchaser hereby agree as follows: , SFfTION 1 ER OP an c Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, as- u transfer and accept an to d receive from and ` • , PurchaserlershallC buy, t eth- Seller on the Closing Date wereg s and spear- er with all of the rights,.p 9 tenances thereunto belongingimprovements and Property, Seller shall own and maintain a" __ _ SE��N S. Ey'PENSES thepamy, and Seller re preiice for be pad R OF WABR�CrI4 purchaser shall pay all costs associated with the amount of the purchase p purchaser shall be determined abyaction of at the time the Purchaser is able to pay Ne4 -- shall pay their own purchase price as reasonablyinspect all expenses associated with the rasp Purchaser that Purceaser the transfer of the Property• has been er-ack d the-acknowledges that the the ProParlY• Earh Party Purchaser'With the terms an municipal d conditions of reed and an additional opportunity for 9 attorney'.Taos. cordance Agreement entered Into by and • the Property, PO c ION Subdivision the Lakeview '. inspection under Section 7 of this Agreement, ON between the Seller,ersA Purchaser, 2020 (the to conduct such inspections and testings as SEED168•Homeowners dated pp�il 20,the City°f the Purchaser has deemed appropriate and to j possession of the Property shall be delivered Omaha,Nebraska; verify all information furnished by the Seller. f, "Subdivision Agreement"). reliance on any iser has provided 1 to Purchaser at Closing. OC'+BEm�1 Withoutby the Seller, the Purchaser has determined i that the physical properties are satisfactory , fE T,LON 1010. E A to Purchaser in all respects. It is understood slier. In the event of NOW,and the mutual in agreements, provisions10.1 fit- coon con- recitals the mutual agreements Seller and that Seller has made no either Sellers failure tolcomPfata tha Porch set,at its containedexpress or implied as to the condition on do representation without tempiated by this Agreement, reement by and covenantshe herein acesfollows: of repair of the Property, with may P) terminate Nis Ag Purchaser hereby agree limitation to compliance of the Property option, written noticed to Seller and both Pert r�marce ��9�" pMall ' any governmental regulationster,repair, andr improve has the be discharged from err anChbthie Agreement C. no agreement to alter,repair,or the hereunder; erform rice of this terms and conditionsP of this r draper p.The sole obligation of Sellerthurchaser antler for sp aelnt p Subject 5b per agrees to sell,convey, as- 7 deliver possession of the Property by will be to Agreement, deliver to Purchaser, and on the Closing Date in substantially the.same Agreement or by an action haszamagteheevent sign, horsier and10.2 D�farbY_ late the tiansac- Purchaser_shap buy, accept and receive from 1 condition(normal wear and tear date o this Seller,at Date the Property tog loss excepted)as existed on the data of this of Purchaser's failure to comp reement Seller oh the Closing Agreement and the Purchaser agrees to accept Tien contemplated re Nis Agreement, 1 privileges and aPPur- its option, mat 0) terminate this A9 er with all of the rights,P ' and all of the possession of the Property on the Closing Date I tenors thereon.ereunto belongingby written notice to Purchaser and bot pa- In an AS IS condition WITH ALL FAULTS ties shall be discharged from alllndutiestiof rights of Seller in and to all improvements and and WARRAWITHONTY. IXPRESS OR IMPLIED ties shall ce hereunder; or (li)ecffic edor- fixtures i WARRANTY• Agreement by an action for sp RATION to eaLLTD RF('FDENT TO Agreement or by ellan action for 4�` [ R FORPROPERG manta of this R B1p-E-- ��-��`nF P IRt_CH PSE@. damages• _ y ��sive. The remedies Price. Subject to the terms 10.3 2.1 Ptsr he re nties The obligations of the Purchaser to pur- provided in this Section 10 ar Purchaser e exclusive and from Seller is noncumulative,and Seller and any and all and conditions of this Agreement,_endemic;roll- chasee and theeusa the Pon, on waives the right to pursueexpressly ace ti once upon the ale onven ce, in co.n Weir ell- hereby of Seller herein contained, alignment, subject to satisfaction, on or before theand Purchaser conveyance, bySeller Closing Date,or earlier date ff specified,of all other remedies for default not exp anon of the sale, of the property other form Nos A9reemee t exp a provision transfer and deliveryof the following conditions, which conditions and Seller each is Agreeme purchase the Property may be waived in writing by Purchaser: reel to of Nis Section 10 is a material Inducement.to ! to Purchaser pursuant to Secnon 1 hereof, f Litt and . No action,suit each of them to ender the erial I dun ment - Purchaser agrees 5.1 �— plated hereby. from Seller and to own the producto6IpNE45L4 Property and pay One Thousand I tel proceeding before any court or the Property by mulnPly1ngES and 90/SOOths • ' tat body or authority pertaining to the Propthth SE�QQN11. Four Hundred Forty- the number of acres or the transaction contemplated by revisions shall '. of thepr tie Dollars,wit by Agreement or to its consummation shall have The following miscellaneous p of the Propa u may be paid Purchaser tha been instituted or threatened on or before the apply to this Agreement Closing Date. general Pricefothe obligation fund of suh,consists.1 of a 5.2 TtTTns ran a. Purchaser shall have lion, The parties 1 Purchase rsuch,the Purchase 11.1 Ag€? SP- total of 0.956 acres a^hall be$58,745.15. received the Title Commitment as terminatedplat- hereto acknowledge that no agents or brokers y for the Property ell by Section 6 and shall not have have bean retained to represent ryThe ag ens 2 n i )f p hate Price. Percheing this Agreement within the time period provided her acknegtel and each party shall pay the Purchased Price to Seller in cash ; therein. (30) days after Purchaser being min In . Purchaser shall not have to indemnicy and hold harmleasrs the agencies in within thirty financial condition to from any claims asserted sing out of arty byi deemed In a satisfactory terminated this Agreement pursuant to the broker or other pa revisions of Section 7 within the time period such party as a resul of the consummation of pay Seller the Purchase Price as reasonably de- I provided therein. - -. __- termined by the Purchaser's municipal financial i p this 6ansattion advisor(the"Payment Date"). I SOON 6. O AN ' Seller and Purchaser may,by Ili SubjecN 3• _ES wd11. robe Ora ether,(a)extend the tine Purchaser shall obtain a Commitment Company for for performance of any er,(a)hligend the time . Subject to the terms to and conditions pursuantr con-t wile Insurance (20)( ds Nebraskaf Thee date f r actions of mnaanuracieseo this ronso eta the within ent is ebySs of the date- to er waiveany Mined inthis lull Seller to Purchaseag to Agreement is signed Seller and retuned to noes or the other rantamed in I). Property will Road place Omaha, Purchaser evt t marketable ade title In Salle, lions and ware documents delivered '� a corporate warranty rap,Jobeun,Johnson& Nis Agreement or In any c waive campli- the offices of FUllenkamCenter Road,Omaha, In the event that there is a defect in the tits, j pursuant to this Agreement;() Belles E 68140 Within sixty (60) days af- Purchaser shall have the right to specify urea- ! once with any reement;or '., Nebraska,Date"). suchbC mmitment wn theh 30 days oft Sellerelpt of of the other of tth edcAin this per covenan ter the Effective Date of this Agreement(the such Commitment.In event that Is (d)waive or modify performance of areement I� "Closing Date". unable or unwilling to correct such Purobjchaser aserons I of the tit bligations of the other under this Agreement. eceding meet. II R OF WARRAPm'. • may cancel30 days of such noticethis then Agreement.e Except as provided Purchaser urcha a 4, yys�— may ser shall terminatethfur ns- no action taken rsuantn the t o this investigation Agreement, Purchaser have the further option ofdos- ;' including, a be deemed Pbeen a forded acknowledges that to inspecthaser trig the Agreement despite the existence of de- " in or on behalf without anyiparty party taking such i has been afforded Ore oppo p Peer facts.The cost of title insurance shall be paid 1'. to constitute a I an erwltrh any shallrep b.deemed and Section tioni7oof the Agr elm nt, by Purchase, action of wrap the Property, warranties, covenants or Sellerl. ntations, i inspection underinsec 7 of this Agreement, • SECTION 7 I PE • tarred in this Agreement.ntsAny agreementswemn of oil con- 1 to conduct such inspections and testing. as I Purchaser and its representatives,at their g or Purchaser of a breach of anyp the Purchaser has deemed appropriate and to 30 days from the axe- I Agreement shall not breach of a or be construed as by the informationr, the furnished has the determinede ' expense,within thirty( ) Y All operate which are required a waiver any breach. Without reliance any hies are sn provided shall of the Agreement et t"Inspection Period"), begiven subsequent u n to the terms of tins by the Seller, Purchaser shall have right to enter upon the a ., in- 11.3 b d'[ C• Nat the Purchaseriphysical made representation are satisfactory ' to make borings,_studies and other tests, or may and d de- during engineering .[oriel,.environmenial - dentin all rep be m in aniting, be s totSellehas in all respells, It is understood ! or for any other pur- I dent in ail respect If given in writing, that Seller no slate ! studies,and soil analysis, livered in pAgreement effective the dateall be s delivery, express o implied as to the condition or state f pose which may assist Purchaser to determine S' or rr mailed do registered,the or sliveryexpres, of repair of the Property, ns and h without: for Purchasers re aid, effechve the day limitation to compliance of the Property with the loetsuitability such the borings, dY after .1 any governmental regulations and has made desired purposes. If, within the Inspection Innspecction mail, postage in the U.S. Mail service Period,any studies, depositing r ans overnight express mail carrier,as follews: no pere.The to alter,repair, or improveo Purchaser the disclose that'.in Purchaser's reasonable busHomes,Inc. Property.The sole obligation of Sellerwill be to pess'judgment,the Property js not sortable for '1 Celebrity deliver possession Dateof the Property to purchaser's desired Purposes,then Purchaser i g to Seller: Loren Johhson late the purchase of the 1 Attn:on the Closing in substantially the same either may: (i) comp. condition; or (II)de- 14002 L St. condition(normal wear and tear and casualty property in the existing Omaha,Nebraska 68137 Agreementlogr excepted) ash ePu rch on the date of this '- dare this Agreement null and void at any time Douglas County and the Purchaser on agrees toi accept prior to the expiration of the Inspection Period. If to Purchaser: p'ebra Nebraska Ma 6k B. in an possession IS the Property WITH the ALLLsFA Data If Purchaser shall notify Seller in writing with- in an AS condition FAULTS In the Inspection Period of its election to ter- Attorney far.Johnson,563 and WITNOUT EXPRESS OR IMPLIED minate this Agreement, then this Agreement I 11440 WestSte.C WARRANTY. shall be null and void.If Purchaser shall fail Omaha,Center Road, to notify Seller of its election to terminate SECTION 5. CONDITIONS PRECEDENT TO this Agreement within the Inspection Period, or at such other address as any party hereto I. OB r pTiONS OF P R HAKE-R_• Purchaser shall be deemed to have waived the 1 right to terminate this Agreement for the rea- I shall have designated by notice in writing to the The obligations of the Purchaser Sellerto put- sons specified in Section 7 hereof. other parties hereto. g chase and acquire the Property from is ._ a �,... .." e. hwfnm the . p me 11.4 Amendments and Supplements. ^ F Pm Survival. At any time before the Closing Date, t ing this Agreement, or any other agreement re- e fec lacing to this Agreement, may be amended I by or supplemented by additional agreements, I articles or certificates as may be determined , r by Seller and Purchaser to be necessary,de- ' sirable or expedient to further the purposes of I I this Agreement or to clarify the intention of the 1 exp parties hereto,or to add to or modify the coy- , cub enants,terms or conditions hereof or to effect 3 • sha or fadlllate any approval or acceptance-of the x to I transactions contemplated by this Agreement dui or the consummation of the transaction con- - stet templated hereby. All representations, war- pos rendes and covenants made In or pursuant the to this Agreement including, but not limited 9 des to,Purchaser's obligation to pay the Purchase Pen Price on the Payment Date shall survive the disc Closing hereunder. nes 11,5 EntireA ee enE Time of Essence. Pura This Agreement constitutes the entire agree- i eith ment between the parties hereto with respect Prot to the subject matter hereof and supersedes all clan prior agreements and understandings,oral and priol written,between the parties with respect to the If o subject matter of this Agreement. Time is of in ti the essence of this Agreement. min; 11.6 Applicable Law:eindino Fffert. This shall Agreement and the legal relations among.the .. to r parties hereto shall be governed by and con- this strued in accordance with the laws of the State Purc of Nebraska applicable to contracts made and right performed In Nebraska. This Agreement shall sons be binding upon and Inure to the benefit of the parties and their respective successors and as- S signs. 11.7 Purchaser's Renresentatinns. Pi Purchaser hereby represents that it shall ap- the t prove the issuance of the warrants and cause all e: such warrants to be registered as negotiable In- the I struments to potentially be resold by Seller to a attar third-party purchaser for the purposes of pay- ing Seller the Purchase Price on the Payment , SI Date. THIS OFFER IS BASED UPON PURCHASER'S PERSONAL INSPECTION PC OR INVESTIGATION OF THE PROPERTY to Pu AND NOT UPON ANY REPRESENTATION OR WARRANTIES OF CONDITION BY THE Sf SELLER OR SELLER'S AGENT. IN WITNESS WHEREOF,this Agreement has 1C been duly executed by the parties hereto,at Seller the place and date specified immediately adja- tempi cent to their respective names. optioi The outer boundaries of the areas which writte may be subject to special assessments for be di. said Improvement are proposed to be the hereu same as the outer boundaries of Sanitary by a, and Improvement District No.563 of Douglas Agree County,Nebraska. 10 Said plans and specifications have been re- of Pui viewed by Lamp Rynearson&Associates,engi- tion c neers for the District and said engineers have its of filed with the Clerk of the District,prior to the I by wr first publication of this Resolution,an estimate ties s of the total costs of said improvement,includ- perfor ing engineering fees, legal fees, fiscal fees, Agree interest and other miscellaneous costs,which mane estimate is in the sum of$64,900.00. dams! To pay the cost of said improvement the tn. Board of Trustees shall have the power to Issue negotiable bonds of the District after 3 such improvements have been completed and accepts s Lt bonds to.be called "Sanitary t may-be levied upon the properties_specially benefited by such improvements shall;:when 1 I collected,be set aside and constitute a sinking ' fund for the payment of interest and principal 1 of said bonds. The District shall also cause to #, be levied annually a tax upon the assessed val- ue of at of the taxable property in the District except intangible property,which together with I said sinking fund derived from special assess- j • ments shall be sufficient to meet payment of f - the interest and principal of said bonds as the ' same become due;said tax shall be known as 1 the Sanitary and Improvement District Tax and . shall be payable annually in money. If a petition opposing this Resolution,signed by property owners representing a majority of the front footage which may become subject to assessment for the cost of the Improvements I as set forth herein,is filed with the Clerkof the iv. District within three(3)days before the date of I ♦ • • the hearing on this Resolution,this Resolution shall not be passed. ' a SANITARY AND IMPROVEMENT DISTRICT - NO.563 OF DOUGLA COUNT', S COUN ,NEBRASKA By: Chad Larsen,Chairman ' . Randy Baker,Clerk 12/24,12/31 ' • , . Debbie Leach From: Loren Johnson <Uohnson@celebrityhomesomaha.com> Sent: Friday,January 8, 2021 2:36 PM To: Debbie Leach; Randy Baker;Terry Wiese Subject Re: SID#563 meeting I received. Get Outlook for iOS From: Debbie Leach <debbie@fjjblaw.com> Sent: Friday,January 8, 2021 2:16:09 PM To: Loren Johnson <Uohnson@celebrityhomesomaha.com>; Randy Baker<RBaker@celebrityhomesomaha.com>;Terry Wiese <TWiese@celebrityhomesomaha.com> Subject: SID#563 meeting Pursuant to Executive Order No. 20-36 Corona Virus Public Meetings Requirement Limited Waiver issued by Governor Pete Ricketts on November 25, 2020,the Board of Trustees for Sanitary and Improvement District No. 563 of Douglas County, Nebraska held their meeting at 8:30 a.m. on January 7, 2021,via telephonic means,which meeting was otherwise held in accordance with the Nebraska Open Meetings Act. By e-mail response to this correspondence, each of the Trustees hereby acknowledge advance receipt of notice for the aforementioned meeting and the agenda for the meeting. Debbie Leach FLJLLENKAMP ® JOtSELJN Uri JOHNSON Sz. SO BELLEIR.LIP 11440 West Center Road, Suite C Omaha, NE 68144 (402) 334-0700 Direct Dial: (402) 691-5298 Cell: (402) 212-2888 PLEASE NOTE CHANGE OF E-MAIL: Debbiecfjiblaw.com 1 Debbie Leach From: Randy Baker <RBaker@celebrityhomesomaha.com> Sent: Friday, January 8, 2021 3:37 PM To: Debbie Leach Subject: RE: SID#563 meeting Randy Baker attended the meeting by phone. Thanks, Randy Baker From: Debbie Leach <debbie@fjjblaw.com> Sent: Friday, January 8, 2021 2:38 PM To: Loren Johnson <Uohnson@celebrityhomesomaha.com>; Randy Baker<RBaker@celebrityhomesomaha.com>;Terry Wiese <TWiese@celebrityhomesomaha.com> Subject: RE: SID#563 meeting Thanks From: Loren Johnson <Uohnson@celebrityhomesomaha.com> Sent: Friday,January 8, 2021 2:36 PM To: Debbie Leach <debbie@fjjblaw.com>; Randy Baker<RBaker@celebrityhomesomaha.com>;Terry Wiese <TWiese@celebrityhomesomaha.com> Subject: Re: SID#563 meeting I received. Get Outlook for iOS From: Debbie Leach <debbie@fiiblaw.com> Sent: Friday,January 8, 2021 2:16:09 PM To: Loren Johnson <Uohnson@celebrityhomesomaha.com>; Randy Baker<RBaker@celebrityhomesomaha.com>;Terry Wiese <TWiese@celebrityhomesomaha.com> Subject:SID#563 meeting Pursuant to Executive Order No. 20-36 Corona Virus Public Meetings Requirement Limited Waiver issued by Governor Pete Ricketts on November 25, 2020,the Board of Trustees for Sanitary and Improvement District No. 563 of Douglas County, Nebraska held their meeting at 8:30 a.m. on January 7, 2021,via telephonic means, which meeting was otherwise held in accordance with the Nebraska Open Meetings Act. By e-mail response to this correspondence, each of the Trustees hereby acknowledge advance receipt of notice for the aforementioned meeting and the agenda for the meeting. Debbie Leach 1 Debbie Leach From: Terry Wiese <TWiese@celebrityhomesomaha.com> Sent: Thursday,January 14, 2021 1:59 PM To: Debbie Leach Subject: RE: SID#563 meeting Hi Debbie sorry I am new at this I do acknowledge it From: Debbie Leach <debbie@fjjblaw.com> Sent:Thursday,January 14, 2021 1:52 PM To:Terry Wiese<TWiese@celebrityhomesomaha.com> Subject: FW: SID#563 meeting Importance: High Terry—please see below. Need your acknowledgement ASAP. Thanks From: Debbie Leach Sent: Friday,January 8, 2021 2:16 PM To: Loren Johnson <Uohnson@celebrityhomesomaha.com>; Randy Baker<RBaker@celebrityhomesomaha.com>; twiese@celebrityhomesomaha.com Subject: SID#563 meeting Importance: High Pursuant to Executive Order No. 20-36 Corona Virus Public Meetings Requirement Limited Waiver issued by Governor Pete Ricketts on November 25,2020,the Board of Trustees for Sanitary and Improvement District No. 563 of Douglas County, Nebraska held their meeting at 8:30 a.m.on January 7, 2021,via telephonic means, which meeting was otherwise held in accordance with the Nebraska Open Meetings Act. By e-mail response to this correspondence, each of the Trustees hereby acknowledge advance receipt of notice for the aforementioned meeting and the agenda for the meeting. Debbie Leach FLILIENKAM.P L JOHOIF NS N 4St BELLER LLE 11440 West Center Road, Suite C Omaha, NE 68144 (402) 334-0700 Direct Dial: (402) 691-5298 Cell: (402) 212-2888 PLEASE NOTE CHANGE OF E-MAIL: Debbiecftiblaw.corn 1 ACKNOWLEDGMENT OF RECEIPT OF NOTICE OF MEETING The undersigned Trustees of Sanitary and Improvement District No. 563 of Douglas County, Nebraska do hereby acknowledge receipt of advance notice of a meeting of the Board of Trustees of said District and the agenda far such meeting held at 8:30 A.M. on Janaury 7, 2021 via telephonic conference call. DATED this 7th day of January 20 1 CERTIFICATE The undersigned being Clerk of Sanitary and Improvement District No. 563 of Douglas County, Nebraska hereby certifies that Notice of a Meeting of the Board of Trustees of said District held on January 7, 2021 was mailed to the City Clerk of Omaha at least seven days prior to the date of said meeting. The undersigned further certifies that the agenda for the meeting of the Board of Trustees of said District was prepared and available for public inspection at the address designed in the notice of meeting published in The Daily Record on December 24 and December 31, 2020 and that no items were added to the agenda after the commencement of the meeting; and further, that the minutes for the meeting were available for public inspection within ten (10) days of the date of said meeting and that a copy of the minutes of this meeting were sent to the City Clerk of Omaha, Nebraska within hi da from the date of this meeting. le CERTIFICATE The undersigned Clerk of Sanitary and Improvement District No. 563 of Douglas County,Nebraska does hereby certify that notice was posted in three conspicuous places within the District with regard to the District to enter into a Sale and Purchase Agreement with Celebrity Homes, Inc. ($58,745.15) for Outlot A, Lakeview 168, pursuant to the Section X. (A) of the Subdivision Agreement. c Clerk FULLENKAMP JOBEUN JOHNSON & BELLER LLP 11440 WEST CENTER ROAD OMAHA,NEBRASKA 68144 SANITARY AND IMPROVEMENT DISTRICT NO. 563 OF DOUGLAS COUNTY,NEBRASKA NOTICE NOTICE IS HEREBY GIVEN that a meeting of the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County, Nebraska will be held at 8:30 A.M. on January 7, 2021, and will be open to the public via telephonic means by calling (Dial 1-646-749-3112, Access Code 313-605-853), in person attendance is prohibited, pursuant to Executive Order No. 20-36 Corona Virus Public Meetings Requirement Limited Waiver issued by the Governor Pete Rickets on November 25, 2020. The agenda for such meeting, kept continuously current, is available for public inspection by calling the District's attorney (402)-334-0700) and includes the payment of bills of the District and the consideration and passing or amending and passing the following Resolution, to-wit: BE IT RESOLVED that the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County, Nebraska find and determine that it is advisable and necessary for the District to enter into a Sale and Purchase Agreement (Outlot A, Lakeview 168) with Celebrity Homes Inc. and payment to Celebrity Homes ($58,745.15),pursuant to Section X (A) of the Subdivision Agreement. BE IT FURTHER RESOLVED that the principal terms of said agreement are as follows: SALE AND PURCHASE AGREEMENT (Outlot A,Lakeview 168) THIS SALE AND PURCHASE AGREEMENT, dated as of the day of 2020 (the "Effective Date"), by and between CELEBRITY HOMES, INC., a Nebraska corporation ("Seller"), and Sanitary and Improvement District 563, Douglas County, Nebraska, a political subdivision of the State of Nebraska("Purchaser"). RECITALS: A. Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller the following legally described real property located in Douglas County,Nebraska,to-wit: Outlot "A", Lakeview 168, a Subdivision as surveyed, platted and recorded in Douglas County,Nebraska(collectively the"Property"). B. As consideration for the sale of the Property, Purchaser shall own and maintain the Property, and Seller shall receive warrants in the amount of the purchase price to be paid at the time the Purchaser is able to pay the purchase price as reasonably determined by Purchaser's municipal financial advisor in accordance with the terms and conditions of the Subdivision Agreement entered into by and between the Seller, Purchaser,the Lakeview 168 Homeowners Association,and the City of Omaha,Nebraska, dated April 20, 2020 (the"Subdivision Agreement"). AGREEMENT: NOW, THEREFORE, in consideration of the recitals and the mutual agreements,provisions and covenants herein contained, Seller and Purchaser hereby agree as follows: SECTION 1. PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall buy, accept and receive from Seller on the Closing Date the Property together with all of the rights, privileges and appurtenances thereunto belonging and all of the rights of Seller in and to all improvements and fixtures thereon. SECTION 2. CONSIDERATION PAYABLE TO SELLER BY PURCHASER FOR THE PROPERTY. 2.1 Purchase Price. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties of Seller herein contained, and in consideration of the sale, conveyance, assignment, transfer and delivery of the Property by Seller to Purchaser pursuant to Section 1 hereof, Purchaser agrees to purchase the Property from Seller and to own and maintain the Property and pay to Seller the product obtained by multiplying Sixty-One Thousand Four Hundred Forty-Eight and 90/100ths ($61,448.90) Dollars by the number of acres of the Property, which may be paid through the general obligation fund of the Purchaser (the "Purchase Price"). The Property consists of a total of 0.956 acres and, as such, the Purchase Price for the Property shall be $58,745.15. 2.2 Payment of Purchase Price. Purchaser shall pay the Purchase Price to Seller in cash within thirty (30) days after Purchaser being deemed in a satisfactory financial condition to pay Seller the Purchase Price as reasonably determined by the Purchaser's municipal financial advisor (the "Payment Date"). SECTION 3. CLOSING. Subject to the terms and conditions contained in this Agreement,the transfer of the Property from Seller to Purchaser, pursuant to a corporate warranty deed, will take place at the offices of Fullenkamp, Jobeun, Johnson & Beller LLP 11440 West Center Road, Omaha, Nebraska, 68144, within sixty(60) days after the Effective Date of this Agreement(the "Closing Date"). SECTION 4. DISCLAIMER OF WARRANTY. Purchaser acknowledges that the Purchaser has been afforded the opportunity to inspect the Property, and an additional opportunity for inspection under Section 7 of this Agreement, to F conduct such inspections and testings as the Purchaser has deemed appropriate and to verify all information furnished by the Seller. Without reliance on any information provided by the Seller, the Purchaser has determined that the physical properties are satisfactory to Purchaser in all respects. It is understood that Seller has made no representation either express or implied as to the condition or state of repair of the Property, including, without limitation to compliance of the Property with any governmental regulations and has made no agreement to alter, repair, or improve the Property. The sole obligation of Seller will be to deliver possession of the Property to Purchaser on the Closing Date in substantially the same condition (normal wear and tear and casualty loss excepted) as existed on the date of this Agreement and the Purchaser agrees to accept possession of the Property on the Closing Date in an AS IS condition WITH ALL FAULTS and WITHOUT EXPRESS OR IMPLIED WARRANTY. SECTION 5. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. The obligations of the Purchaser to purchase and acquire the Property from Seller is subject to the satisfaction, on or before the Closing Date, or earlier date if specified, of all of the following conditions,which conditions may be waived in writing by Purchaser: 5.1 Absence of Litigation. No action, suit or proceeding before any court or governmental body or authority pertaining to the Property or the transaction contemplated by this Agreement or to its consummation shall have been instituted or threatened on or before the Closing Date. 5.2 Title Insurance. Purchaser shall have received the Title Commitment as contemplated by Section 6 and shall not have terminated this Agreement within the time period provided therein. 5.3 Inspection. Purchaser shall not have terminated this Agreement pursuant to the provisions of Section 7 within the time period provided therein. SECTION 6. TITLE INSURANCE. Purchaser shall obtain a Commitment for Title Insurance from Nebraska Title Company within twenty (20) days of the date this Agreement is signed by Seller and returned to Purchaser showing marketable title in Seller. In the event that there is a defect in the title, Purchaser shall have the right to specify its reasonable objections within 30 days of receipt of such Commitment. In the event that Seller is unable or unwilling to correct such objections within 30 days of such notice then Purchaser may cancel or terminate this Agreement. Purchaser shall have the further option of closing the Agreement despite the existence of defects. The cost of title insurance shall be paid by Purchaser. SECTION 7. INSPECTIONS. Purchaser and its representatives, at their expense, within thirty (30) days from the execution of this Agreement ("Inspection Period"), shall have the right to enter upon the Property to make borings, studies and other tests, including engineering studies, environmental studies, and soil analysis, or for any other purpose which may assist Purchaser to determine the suitability of the Property for Purchaser's desired purposes. If, within the Inspection Period, any such borings, studies, or other tests disclose that, in Purchaser's reasonable business judgment, the Property is not suitable for Purchaser's desired purposes, then, Purchaser either may: (i) complete the purchase of the Property in the existing condition; or(ii) declare this Agreement null and void at any time prior to the expiration of the Inspection Period. If Purchaser shall notify Seller in writing within the Inspection Period of its election to terminate this Agreement, then this Agreement shall be null and void. If Purchaser shall fail to notify Seller of its election to terminate this Agreement within the Inspection Period, Purchaser shall be deemed to have waived the right to terminate this Agreement for the reasons specified in Section 7 hereof. SECTION 8. EXPENSES. Purchaser shall pay all costs associated with the transfer of the Property. Purchaser shall be all expenses associated with the inspection of the Property. Each party shall pay their own attorney's fees. SECTION 9. POSSESSION. Possession of the Property shall be delivered to Purchaser at Closing. SECTION 10. DEFAULT. 10.1 Default by Seller. In the event of Seller's failure to complete the transaction contemplated by this Agreement, Purchaser, at its option, may (i) terminate this Agreement by written notice to Seller and both parties shall be discharged from all duties of performance hereunder; or (ii) enforce this Agreement by action for specific performance of this Agreement or by an action for damages. 10.2 Default by Purchaser. In the event of Purchaser's failure to complete the transaction contemplated by this Agreement, Seller, at its option, may (i) terminate this Agreement by written notice to Purchaser and both parties shall be discharged from all duties of performance hereunder; or (ii) enforce this Agreement by an action for specific performance of this Agreement or by an action for damages. 10.3 Remedies Exclusive. The remedies provided in this Section 10 are exclusive and noncumulative, and Seller and Purchaser each hereby waives the right to pursue any and all other remedies for default not expressly provided for in this Agreement, and Purchaser and Seller each acknowledge that the provision of this Section 10 is a material inducement to each of them to enter the transaction contemplated hereby. SECTION 11. MISCELLANEOUS. The following miscellaneous provisions shall apply to this Agreement: 11.1 Agent's Commission. The parties hereto acknowledge that no agents or brokers have been retained to represent either party in this transaction, and each party hereto agrees to indemnify and hold harmless the other party from any claims asserted by any other agent or broker or other person arising out of any act by such party as a result of the consummation of this transaction. 11.2 Waivers. Seller and Purchaser may, by written notice to the other, (a) extend the time for performance of any of the obligations or other actions of the other under this Agreement; (b) waive any inaccuracies in the representations and warranties of the other contained in this Agreement or in any documents delivered pursuant to this Agreement; (c) waive compliance with any of the conditions or covenants of the other contained in this Agreement; or(d) waive or modify performance of any of the obligations of the other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. Any waiver by Seller or Purchaser of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 11.3 Notices. All notices which are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be sufficient in all respect if given in writing, and if delivered in person, effective the date of delivery, or if mailed by registered, certified or express mail, postage prepaid, effective the day after depositing the notice in the U.S. Mail service or an overnight express mail carrier, as follows: If to Seller: Celebrity Homes, Inc. Attn: Loren Johnson 14002 L St. Omaha,Nebraska 68137 If to Purchaser: SID 563, Douglas County Attn: Mark B. Johnson, Attorney for SID 563 11440 West Center Road, Ste. C Omaha,Nebraska 68144 or at such other address as any party hereto shall have designated by notice in writing to the other parties hereto. 11.4 Amendments and Supplements; Survival. At any time before the Closing Date, this Agreement, or any other agreement relating to this Agreement, may be amended or supplemented by additional agreements, articles or certificates as may be determined by Seller and Purchaser to be necessary, desirable or expedient to further the purposes of this Agreement or to clarify the intention F of the parties hereto, or to add to or modify the covenants, terms or conditions hereof or to effect or facilitate any approval or acceptance of the transactions contemplated by this Agreement or the consummation of the transaction contemplated hereby. All representations, warranties and covenants made in or pursuant to this Agreement including, but not limited to, Purchaser's obligation to pay the Purchase Price on the Payment Date shall survive the Closing hereunder. 11.5 Entire Agreement: Time of Essence. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between the parties with respect to the subject matter of this Agreement. Time is of the essence of this Agreement. 11.6 Applicable Law; Binding Effect. This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of F Nebraska applicable to contracts made and performed in Nebraska. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 11.7 Purchaser's Representations. Purchaser hereby represents that it shall approve the issuance of the warrants and cause such warrants to be registered as negotiable instruments to potentially be resold by Seller to a third-party purchaser for the purposes of paying Seller the Purchase Price on the Payment Date. THIS OFFER IS BASED UPON PURCHASER'S PERSONAL INSPECTION OR INVESTIGATION OF THE PROPERTY AND NOT UPON ANY REPRESENTATION OR WARRANTIES OF CONDITION BY THE SELLER OR SELLER'S AGENT. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto, at the place and date specified immediately adjacent to their respective names. The outer boundaries of the areas which may be subject to special assessments for said improvement are proposed to be the same as the outer boundaries of Sanitary and Improvement District No. 563 of Douglas County,Nebraska. Said plans and specifications have been reviewed by Lamp Rynearson & Associates, engineers for the District and said engineers have filed with the Clerk of the District, prior to the first publication of this Resolution, an estimate of the total costs of said improvement, including engineering fees, legal fees, fiscal fees, interest and other miscellaneous costs, which estimate is in the sum of$64,900.00. To pay the cost of said improvement the Board of Trustees shall have the power to issue negotiable bonds of the District after such improvements have been completed and accepted; said bonds to be called "Sanitary and Improvement District Bonds" and shall be payable and bear interest as provided by the Statutes of the State of Nebraska. The Board of Trustees shall assess to the extent of special benefits, the cost of such improvements upon properties specially benefitted thereby. All special assessments which may be levied upon the properties specially benefitted by such improvements shall, when collected, be set aside and constitute a sinking fund for the payment of interest and principal of said bonds. The District shall also cause to be levied annually a tax upon the assessed value of all of the taxable property in the District except intangible property, which together with said sinking fund derived from special assessments shall be sufficient to meet payment of the interest and principal of said bonds as the same become due; said tax shall be known as the Sanitary and Improvement District Tax and shall be payable annually in money. If a petition opposing this Resolution, signed by property owners representing a majority of the front footage which may become subject to assessment for the cost of the improvements as set forth herein, is filed with the Clerk of the District within three (3) days before the date of the hearing on this Resolution,this Resolution shall not be passed. SANITARY AND IMPROVEMENT DISTRICT NO. 563 OF DOUGLAS COUNTY,NEBRASKA By: Chad Larsen, Chairman Randy Baker, Clerk Publication Dates: December 24 and December 31, 2020 LAMP RYNEARSON VIA Email 14710 W.Dodge Rd.,Ste.100 December 9,2020 Omaha,NE 68154 [P]402.496.2498 [F]402.496.2730 LampRynearson.com Chairman and Board of Trustees Sanitary and Improvement District No.563 of Douglas County,Nebraska c/o Mr. Mark Johnson,Attorney Fullenkamp,Jobeun,Johnson&Beller LLP 11440 West Center Road,Suite C Omaha,NE 68144 REFERENCE: S.I.D. No. 563 (Lakeview 168) Sale and Purchase Agreement,Outlot A Job No.0118139.01-004 Dear Members of the Board: This is to advise you we have reviewed the costs for Outlot"A"as shown in the Sale and Purchase Agreement between Celebrity Homes,Inc.and S.I.D. No. 563 (Lakeview 168).We find the cost to be a reasonable and necessary expense of the District,per the Subdivision Agreement.The following is our estimate of the total cost,which the District may be expected to incur for the cost: Estimated Land Acquisition Cost($61,448.90 x 0.956 acres): $58,745.15 Estimate Engineering,Miscellaneous, Legal,Publication,Financing and Interest Cost: $6,154.85 TOTAL ESTIMATED PROJECT COST: $64,900.00 Please call if you have any questions. Sincerely, LAMP RYNEARSON,INC Dave T.Mclvor,P.E. Senior Construction Engineer Enclosures `Q Ni).‘ c. Loren Johnson \��� kmp\L:\Engineering\0118139 Ida and 168th\DOCUMENTS\PHASE 1\LETTERS\LTR MJohnson Land Acqu 201209.docx0_1, yy Q� '��� � y\1 Omaha Fort Collins Lakewood Kansas City FULLENKAMP JOBEUN JOHNSON & BELLER LLP 11440 WEST CENTER ROAD OMAHA,NEBRASKA 68144 SANITARY AND IMPROVEMENT DISTRICT NO. 563 OF DOUGLAS COUNTY,NEBRASKA NOTICE NOTICE IS HEREBY GIVEN that a meeting of the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County, Nebraska will be held at 8:30 A.M. on January 7, 2021, and will be open to the public via telephonic means by calling (Dial 1-646-749-3112, Access Code 313-605-853), in person attendance is prohibited, pursuant to Executive Order No. 20-36 Corona Virus Public Meetings Requirement Limited Waiver issued by the Governor Pete Rickets on November 25, 2020. The agenda for such meeting, kept continuously current, is available for public inspection by calling the District's attorney (402)-334-0700) and includes the payment of bills of the District and the consideration and passing or amending and passing the following Resolution,to-wit: BE IT RESOLVED that the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County, Nebraska find and determine that it is advisable and necessary for the District to enter into a Sale and Purchase Agreement (Outlot A, Lakeview 168) with Celebrity Homes Inc. and payment to Celebrity Homes ($58,745.15), pursuant to Section X (A) of the Subdivision Agreement. BE IT FURTHER RESOLVED that the principal terms of said agreement are as follows: SALE AND PURCHASE AGREEMENT (Outlot A,Lakeview 168) THIS SALE AND PURCHASE AGREEMENT, dated as of the day of 2020 (the "Effective Date"), by and between CELEBRITY HOMES, INC., a Nebraska corporation ("Seller"), and Sanitary and Improvement District 563, Douglas County, Nebraska, a political subdivision of the State of Nebraska("Purchaser"). RECITALS: A. Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller the following legally described real property located in Douglas County,Nebraska,to-wit: Outlot "A", Lakeview 168, a Subdivision as surveyed, platted and recorded in Douglas County,Nebraska(collectively the "Property"). B. As consideration for the sale of the Property, Purchaser shall own and maintain the Property, and Seller shall receive warrants in the amount of the purchase price to be paid at the time the Purchaser is able to pay the purchase price as reasonably determined by Purchaser's municipal financial advisor in accordance with the terms and conditions of the Subdivision Agreement entered into by and between the Seller,Purchaser,the Lakeview 168 Homeowners Association, and the City of Omaha,Nebraska, dated April 20, 2020 (the"Subdivision Agreement"). AGREEMENT: NOW, THEREFORE, in consideration of the recitals and the mutual agreements,provisions and covenants herein contained, Seller and Purchaser hereby agree as follows: SECTION 1. PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall buy, accept and receive from Seller on the Closing Date the Property together with all of the rights, privileges and appurtenances thereunto belonging and all of the rights of Seller in and to all improvements and fixtures thereon. SECTION 2. CONSIDERATION PAYABLE TO SELLER BY PURCHASER FOR THE PROPERTY. 2.1 Purchase Price. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties of Seller herein contained, and in consideration of the sale, conveyance, assignment, transfer and delivery of the Property by Seller to Purchaser pursuant to Section 1 hereof, Purchaser agrees to purchase the Property from Seller and to own and maintain the Property and pay to Seller the product obtained by multiplying Sixty-One Thousand Four Hundred Forty-Eight and 90/100ths ($61,448.90) Dollars by the number of acres of the Property, which may be paid through the general obligation fund of the Purchaser (the "Purchase Price"). The Property consists of a total of 0.956 acres and, as such, the Purchase Price for the Property shall be$58,745.15. 2.2 Payment of Purchase Price. Purchaser shallpaythe Purchase Price to Seller in cash Ym within thirty (30) days after Purchaser being deemed in a satisfactory financial condition to pay Seller the Purchase Price as reasonably determined by the Purchaser's municipal financial advisor (the "Payment Date"). SECTION 3. CLOSING. Subject to the terms and conditions contained in this Agreement,the transfer of the Property from Seller to Purchaser, pursuant to a corporate warranty deed, will take place at the offices of Fullenkamp, Jobeun, Johnson & Beller LLP 11440 West Center Road, Omaha, Nebraska, 68144, within sixty (60) days after the Effective Date of this Agreement(the "Closing Date"). SECTION 4. DISCLAIMER OF WARRANTY. Purchaser acknowledges that the Purchaser has been afforded the opportunity to inspect the Property, and an additional opportunity for inspection under Section 7 of this Agreement, to conduct such inspections and testings as the Purchaser has deemed appropriate and to verify all information furnished by the Seller. Without reliance on any information provided by the Seller, the Purchaser has determined that the physical properties are satisfactory to Purchaser in all respects. It is understood that Seller has made no representation either express or implied as to the condition or state of repair of the Property, including, without limitation to compliance of the Property with any governmental regulations and has made no agreement to alter, repair, or improve the Property. The sole obligation of Seller will be to deliver possession of the Property to Purchaser on the Closing Date in substantially the same condition (normal wear and tear and casualty loss excepted) as existed on the date of this Agreement and the Purchaser agrees to accept possession of the Property on the Closing Date in an AS IS condition WITH ALL FAULTS and WITHOUT EXPRESS OR IMPLIED WARRANTY. SECTION 5. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. The obligations of the Purchaser to purchase and acquire the Property from Seller is subject to the satisfaction, on or before the Closing Date, or earlier date if specified, of all of the following conditions, which conditions may be waived in writing by Purchaser: 5.1 Absence of Litigation. No action, suit or proceeding before any court or governmental body or authority pertaining to the Property or the transaction contemplated by this Agreement or to its consummation shall have been instituted or threatened on or before the Closing Date. 5.2 Title Insurance. Purchaser shall have received the Title Commitment as contemplated by Section 6 and shall not have terminated this Agreement within the time period provided therein. 5.3 Inspection. Purchaser shall not have terminated this Agreement pursuant to the provisions of Section 7 within the time period provided therein. SECTION 6. TITLE INSURANCE. Purchaser shall obtain a Commitment for Title Insurance from Nebraska Title Company within twenty (20) days of the date this Agreement is signed by Seller and returned to Purchaser showing marketable title in Seller. In the event that there is a defect in the title, Purchaser shall have the right to specify its reasonable objections within 30 days of receipt of such Commitment. In the event that Seller is unable or unwilling to correct such objections within 30 days of such notice then Purchaser may cancel or terminate this Agreement. Purchaser shall have the further option of closing the Agreement despite the existence of defects. The cost of title insurance shall be paid by Purchaser. SECTION 7. INSPECTIONS. Purchaser and its representatives, at their expense,within thirty (30) days from the execution of this Agreement ("Inspection Period"), shall have the right to enter upon the Property to make borings, studies and other tests, including engineering studies, environmental studies, and soil analysis, or for any other purpose which may assist Purchaser to determine the suitability of the Property for Purchaser's desired purposes. If, within the Inspection Period, any such borings, studies, or other tests disclose that, in Purchaser's reasonable business judgment, the Property is not suitable for Purchaser's desired purposes, then, Purchaser either may: (i) complete the purchase of the Property in the existing condition; or (ii) declare this Agreement null and void at any time prior to the expiration of the Inspection Period. If Purchaser shall notify Seller in writing within the Inspection Period of its election to terminate this Agreement, then this Agreement shall be null and void. If Purchaser shall fail to notify Seller of its election to terminate this Agreement within the Inspection Period, Purchaser shall be deemed to have waived the right to terminate this Agreement for the reasons specified in Section 7 hereof. SECTION 8. EXPENSES. Purchaser shall pay all costs associated with the transfer of the Property. Purchaser shall be all expenses associated with the inspection of the Property. Each party shall pay their own attorney's fees. SECTION 9. POSSESSION. Possession of the Property shall be delivered to Purchaser at Closing. SECTION 10. DEFAULT. 10.1 Default by Seller. In the event of Seller's failure to complete the transaction contemplated by this Agreement, Purchaser, at its option, may (i) terminate this Agreement by written notice to Seller and both parties shall be discharged from all duties of performance hereunder; or (ii) enforce this Agreement by action for specific performance of this Agreement or by an action for damages. 10.2 Default by Purchaser. In the event of Purchaser's failure to complete the transaction contemplated by this Agreement, Seller, at its option, may (i) terminate this Agreement by written notice to Purchaser and both parties shall be discharged from all duties of performance hereunder; or (ii) enforce this Agreement by an action for specific performance of this Agreement or by an action for damages. 10.3 Remedies Exclusive. The remedies provided in this Section 10 are exclusive and noncumulative, and Seller and Purchaser each hereby waives the right to pursue any and all other remedies for default not expressly provided for in this Agreement, and Purchaser and Seller each acknowledge that the provision of this Section 10 is a material inducement to each of them to enter the transaction contemplated hereby. SECTION 11. MISCELLANEOUS. The following miscellaneous provisions shall apply to this Agreement: 11.1 Agent's Commission. The parties hereto acknowledge that no agents or brokers have been retained to represent either party in this transaction, and each party hereto agrees to indemnify and hold harmless the other party from any claims asserted by any other agent or broker or other person arising out of any act by such party as a result of the consummation of this transaction. 11.2 Waivers. Seller and Purchaser may, by written notice to the other, (a) extend the time for performance of any of the obligations or other actions of the other under this Agreement; (b) waive any inaccuracies in the representations and warranties of the other contained in this Agreement or in any documents delivered pursuant to this Agreement; (c) waive compliance with any of the conditions or covenants of the other contained in this Agreement; or (d) waive or modify performance of any of the obligations of the other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. Any waiver by Seller or Purchaser of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 11.3 Notices. All notices which are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be sufficient in all respect if given in writing, and if delivered in person, effective the date of delivery, or if mailed by registered, certified or express mail, postage prepaid, effective the day after depositing the notice in the U.S. Mail service or an overnight express mail carrier, as follows: If to Seller: Celebrity Homes, Inc. Attn: Loren Johnson 14002 L St. Omaha,Nebraska 68137 If to Purchaser: SID 563, Douglas County Attn: Mark B. Johnson,Attorney for SID 563 11440 West Center Road, Ste. C Omaha,Nebraska 68144 or at such other address as any party hereto shall have designated by notice in writing to the other parties hereto. 11.4 Amendments and Supplements; Survival. At any time before the Closing Date, this Agreement, or any other agreement relating to this Agreement, may be amended or supplemented by additional agreements, articles or certificates as may be determined by Seller and Purchaser to be necessary, desirable or expedient to further the purposes of this Agreement or to clarify the intention of the parties hereto, or to add to or modify the covenants, terms or conditions hereof or to effect or facilitate any approval or acceptance of the transactions contemplated by this Agreement or the consummation of the transaction contemplated hereby. All representations, warranties and covenants made in or pursuant to this Agreement including, but not limited to, Purchaser's obligation to pay the Purchase Price on the Payment Date shall survive the Closing hereunder. 11.5 Entire Agreement: Time of Essence. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between the parties with respect to the subject matter of this Agreement. Time is of the essence of this Agreement. 11.6 Applicable Law; Binding Effect. This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of Nebraska applicable to contracts made and performed in Nebraska. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 11.7 Purchaser's Representations. Purchaser hereby represents that it shall approve the issuance of the warrants and cause such warrants to be registered as negotiable instruments to potentially be resold by Seller to a third-party purchaser for the purposes of paying Seller the Purchase Price on the Payment Date. THIS OFFER IS BASED UPON PURCHASER'S PERSONAL INSPECTION OR INVESTIGATION OF THE PROPERTY AND NOT UPON ANY REPRESENTATION OR WARRANTIES OF CONDITION BY THE SELLER OR SELLER'S AGENT. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto, at the place and date specified immediately adjacent to their respective names. The outer boundaries of the areas which may be subject to special assessments for said improvement are proposed to be the same as the outer boundaries of Sanitary and Improvement District No. 563 of Douglas County,Nebraska. Said plans and specifications have been reviewed by Lamp Rynearson & Associates, engineers for the District and said engineers have filed with the Clerk of the District, prior to the first publication of this Resolution, an estimate of the total costs of said improvement, including engineering fees, legal fees, fiscal fees, interest and other miscellaneous costs, which estimate is in the sum of$64,900.00. To pay the cost of said improvement the Board of Trustees shall have the power to issue negotiable bonds of the District after such improvements have been completed and accepted; said bonds to be called "Sanitary and Improvement District Bonds" and shall be payable and bear interest as provided by the Statutes of the State of Nebraska. The Board of Trustees shall assess to the extent of special benefits, the cost of such improvements upon properties specially benefitted thereby. All special assessments which may be levied upon the properties specially benefitted by such improvements shall, when collected, be set aside and constitute a sinking fund for the payment of interest and principal of said bonds. The District shall also cause to be levied annually a tax upon the assessed value of all of the taxable property in the District except intangible property, which together with said sinking fund derived from special assessments shall be sufficient to meet payment of the interest and principal of said bonds as the same become due; said tax shall be known as the Sanitary and Improvement District Tax and shall be payable annually in money. If a petition opposing this Resolution, signed by property owners representing a majority of the front footage which may become subject to assessment for the cost of the improvements as set forth herein, is filed with the Clerk of the District within three (3) days before the date of the hearing on this Resolution, this Resolution shall not be passed. SANITARY AND IMPROVEMENT DISTRICT NO. 563 OF DOUGLAS COUNTY,NEBRASKA By: Chad Larsen, Chairman Randy Baker, Clerk Publication Dates: December 24 and December 31, 2020 SALE AND PURCHASE AGREEMENT (Outlot A,Lakeview 168) THIS SALE AND PURCHASE AGREEMENT, dated as of the day of 2020 (the "Effective Date"), by and between CELEBRITY HOMES, INC., a Nebraska corporation ("Seller"), and Sanitary and Improvement District 563, Douglas County, Nebraska, a political subdivision of the State of Nebraska("Purchaser"). RECITALS: A. Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller the following legally described real property located in Douglas County,Nebraska,to-wit: Outlot "A", Lakeview 168, a Subdivision as surveyed, platted and recorded in Douglas County,Nebraska(collectively the"Property"). B. As consideration for the sale of the Property, Purchaser shall own and maintain the Property, and Seller shall receive warrants in the amount of the purchase price to be paid at the time the Purchaser is able to pay the purchase price as reasonably determined by Purchaser's municipal financial advisor in accordance with the terms and conditions of the Subdivision Agreement entered into by and between the Seller, Purchaser,the Lakeview 168 Homeowners Association, and the City of Omaha,Nebraska, dated April 20, 2020 (the"Subdivision Agreement"). AGREEMENT: NOW, THEREFORE, in consideration of the recitals and the mutual agreements,provisions and covenants herein contained, Seller and Purchaser hereby agree as follows: SECTION 1. PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall buy, accept and receive from Seller on the Closing Date the Property together with all of the rights, privileges and appurtenances thereunto belonging and all of the rights of Seller in and to all improvements and fixtures thereon. SECTION 2. CONSIDERATION PAYABLE TO SELLER BY PURCHASER FOR THE PROPERTY. 2.1 Purchase Price. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties of Seller herein contained, and in consideration of the sale, conveyance, assignment, transfer and delivery of the Property by Seller to Purchaser 1 pursuant to Section 1 hereof, Purchaser agrees to purchase the Property from Seller and to own and maintain the Property and pay to Seller the product obtained by multiplying Sixty-One Thousand Four Hundred Forty-Eight and 90/100ths ($61,448.90) Dollars by the number of acres of the Property, which may be paid through the general obligation fund of the Purchaser (the "Purchase Price"). The Property consists of a total of 0.956 acres and, as such, the Purchase Price for the Property shall be$58,745.15. 2.2 Payment of Purchase Price. Purchaser shall pay the Purchase Price to Seller in cash within thirty (30) days after Purchaser being deemed in a satisfactory financial condition to pay Seller the Purchase Price as reasonably determined by the Purchaser's municipal financial advisor (the "Payment Date"). SECTION 3. CLOSING. Subject to the terms and conditions contained in this Agreement,the transfer of the Property from Seller to Purchaser, pursuant to a corporate warranty deed, will take place at the offices of Fullenkamp, Jobeun, Johnson & Beller LLP 11440 West Center Road, Omaha, Nebraska, 68144, within sixty(60) days after the Effective Date of this Agreement(the "Closing Date"). SECTION 4. DISCLAIMER OF WARRANTY. Purchaser acknowledges that the Purchaser has been afforded the opportunity to inspect the Property, and an additional opportunity for inspection under Section 7 of this Agreement, to conduct such inspections and testings as the Purchaser has deemed appropriate and to verify all information furnished by the Seller. Without reliance on any information provided by the Seller, the Purchaser has determined that the physical properties are satisfactory to Purchaser in all respects. It is understood that Seller has made no representation either express or implied as to the condition or state of repair of the Property, including, without limitation to compliance of the Property with any governmental regulations and has made no agreement to alter, repair, or improve the Property. The sole obligation of Seller will be to deliver possession of the Property to Purchaser on the Closing Date in substantially the same condition (normal wear and tear and casualty loss excepted) as existed on the date of this Agreement and the Purchaser agrees to accept possession of the Property on the Closing Date in an AS IS condition WITH ALL FAULTS and WITHOUT EXPRESS OR IMPLIED WARRANTY. SECTION 5. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. The obligations of the Purchaser to purchase and acquire the Property from Seller is subject to the satisfaction, on or before the Closing Date, or earlier date if specified, of all of the following conditions, which conditions may be waived in writing by Purchaser: 5.1 Absence of Litigation. No action, suit or proceeding before any court or governmental body or authority pertaining to the Property or the transaction contemplated by this 2 Agreement or to its consummation shall have been instituted or threatened on or before the Closing Date. 5.2 Title Insurance. Purchaser shall have received the Title Commitment as contemplated by Section 6 and shall not have terminated this Agreement within the time period provided therein. 5.3 Inspection. Purchaser shall not have terminated this Agreement pursuant to the provisions of Section 7 within the time period provided therein. SECTION 6. TITLE INSURANCE. Purchaser shall obtain a Commitment for Title Insurance from Nebraska Title Company within twenty (20) days of the date this Agreement is signed by Seller and returned to Purchaser showing marketable title in Seller. In the event that there is a defect in the title, Purchaser shall have the right to specify its reasonable objections within 30 days of receipt of such Commitment. In the event that Seller is unable or unwilling to correct such objections within 30 days of such notice then Purchaser may cancel or terminate this Agreement. Purchaser shall have the further option of closing the Agreement despite the existence of defects. The cost of title insurance shall be paid by Purchaser. SECTION 7. INSPECTIONS. Purchaser and its representatives, at their expense, within thirty (30) days from the execution of this Agreement ("Inspection Period"), shall have the right to enter upon the Property to make borings, studies and other tests, including engineering studies, environmental studies, and soil analysis, or for any other purpose which may assist Purchaser to determine the suitability of the Property for Purchaser's desired purposes. If, within the Inspection Period, any such borings, studies, or other tests disclose that, in Purchaser's reasonable business judgment, the Property is not suitable for Purchaser's desired purposes, then, Purchaser either may: (i) complete the purchase of the Property in the existing condition; or (ii) declare this Agreement null and void at any time prior to the expiration of the Inspection Period. If Purchaser shall notify Seller in writing within the Inspection Period of its election to terminate this Agreement, then this Agreement shall be null and void. If Purchaser shall fail to notify Seller of its election to terminate this Agreement within the Inspection Period, Purchaser shall be deemed to have waived the right to terminate this Agreement for the reasons specified in Section 7 hereof. 3 SECTION 8. EXPENSES. Purchaser shall pay all costs associated with the transfer of the Property. Purchaser shall be all expenses associated with the inspection of the Property. Each party shall pay their own attorney's fees. SECTION 9. POSSESSION. Possession of the Property shall be delivered to Purchaser at Closing. SECTION 10. DEFAULT. 10.1 Default by Seller. In the event of Seller's failure to complete the transaction contemplated by this Agreement, Purchaser, at its option, may (i) terminate this Agreement by written notice to Seller and both parties shall be discharged from all duties of performance hereunder; or (ii) enforce this Agreement by action for specific performance of this Agreement or by an action for damages. 10.2 Default by Purchaser. In the event of Purchaser's failure to complete the transaction contemplated by this Agreement, Seller, at its option, may (i) terminate this Agreement by written notice to Purchaser and both parties shall be discharged from all duties of performance hereunder; or (ii) enforce this Agreement by an action for specific performance of this Agreement or by an action for damages. 10.3 Remedies Exclusive. The remedies provided in this Section 10 are exclusive and noncumulative, and Seller and Purchaser each hereby waives the right to pursue any and all other remedies for default not expressly provided for in this Agreement, and Purchaser and Seller each acknowledge that the provision of this Section 10 is a material inducement to each of them to enter the transaction contemplated hereby. SECTION 11. MISCELLANEOUS. The following miscellaneous provisions shall apply to this Agreement: 11.1 Agent's Commission. The parties hereto acknowledge that no agents or brokers have been retained to represent either party in this transaction, and each party hereto agrees to indemnify and hold harmless the other party from any claims asserted by any other agent or broker or other person arising out of any act by such party as a result of the consummation of this transaction. 11.2 Waivers. Seller and Purchaser may, by written notice to the other, (a) extend the time for performance of any of the obligations or other actions of the other under this Agreement; (b) waive any inaccuracies in the representations and warranties of the other contained in this Agreement or in any documents delivered pursuant to this Agreement; (c) waive compliance with 4 any of the conditions or covenants of the other contained in this Agreement; or (d) waive or modify performance of any of the obligations of the other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. Any waiver by Seller or Purchaser of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 11.3 Notices. All notices which are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be sufficient in all respect if given in writing, and if delivered in person, effective the date of delivery, or if mailed by registered, certified or express mail, postage prepaid, effective the day after depositing the notice in the U.S. Mail service or an overnight express mail carrier, as follows: If to Seller: Celebrity Homes,Inc. Attn: Loren Johnson 14002 L St. Omaha,Nebraska 68137 If to Purchaser: SID 563, Douglas County Attn: Mark B. Johnson,Attorney for SID 563 11440 West Center Road, Ste. C Omaha,Nebraska 68144 or at such other address as any party hereto shall have designated by notice in writing to the other parties hereto. 11.4 Amendments and Supplements; Survival. At any time before the Closing Date, this Agreement, or any other agreement relating to this Agreement, may be amended or supplemented by additional agreements, articles or certificates as may be determined by Seller and Purchaser to be necessary, desirable or expedient to further the purposes of this Agreement or to clarify the intention of the parties hereto, or to add to or modify the covenants, terms or conditions hereof or to effect or facilitate any approval or acceptance of the transactions contemplated by this Agreement or the consummation of the transaction contemplated hereby. All representations, warranties and covenants made in or pursuant to this Agreement including, but not limited to, Purchaser's obligation to pay the Purchase Price on the Payment Date shall survive the Closing hereunder. 11.5 Entire Agreement: Time of Essence. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between the parties with respect to the subject matter of this Agreement. Time is of the essence of this Agreement. 11.6 Applicable Law; Binding Effect. This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of 5 Nebraska applicable to contracts made and performed in Nebraska. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 11.7 Purchaser's Representations. Purchaser hereby represents that it shall approve the issuance of the warrants and cause such warrants to be registered as negotiable instruments to potentially be resold by Seller to a third-party purchaser for the purposes of paying Seller the Purchase Price on the Payment Date. THIS OFFER IS BASED UPON PURCHASER'S PERSONAL INSPECTION OR INVESTIGATION OF THE PROPERTY AND NOT UPON ANY REPRESENTATION OR WARRANTIES OF CONDITION BY THE SELLER OR SELLER'S AGENT. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto, at the place and date specified immediately adjacent to their respective names. SELLER: CELEBRITY HOMES, INC., a Nebraska corporation Date: By: Its: PURCHASER: Sanitary and Improvement District No. 563, Douglas County, Nebraska, a political subdivision of the State of Nebraska Date: By: , Chairman Attest: , Clerk 6 14710 W.Dodge Rd.,Ste.100 LAMP Omaha,NE 68154 RYNEARSON IP]402.496.2498 ]F]402.496.2730 LampRynearson.com December 22,2020 Invoice No: 0118139.22-0000003 Mark Johnson S.I.D. No. 563 of Douglas County, NE Fullenkamp, Jobeun, Johnson &Beller LLP 11440 West Center Road, Suite C Omaha, NE 68144 Project 0118139.22 Lakeview 168 Phase 2-SID 563 Professional Services through December 5, 2020 Task 330 Sanitary Sewer CA Total Labor Billed 2,642.80 Total Reimbursable Expenses 61.39 Total this Task $2,704.19 Task 340 Storm Sewer CA Total Labor Billed 4,031.60 Total Reimbursable Expenses 114.90 Total Materials and Mileage 17.42 Total this Task $4,163.92 Task 350 Paving CA Total Labor Billed 337.30 Total Materials and Mileage 10.12 Total this Task $347.42 Total this Invoice $7,215.53 Outstanding Invoices Number Date Balance 0000001 8/31/2020 182,460.00 0000002 12/2/2020 15,402.09 Total 197,862.09 Terms: Due Upon Receipt LAMP RYNEARSON 14710 W.Dodge Rd.,Ste.100 Omaha,NE 68154 ESTIMATE NO: 3-REVISED [P]402.496.2498 [F]402.496.2730 LampRynearson.com DATE: JANUARY 4,2021 CONTRACT FOR: SANITARY SEWER AND STORM SEWER,SECTION 5 S.I.D.ND.563(LAKEVIEW 168) JOB NO: 0118139.22-330/340 OWNER: SANITARY&IMPROVEMENT DISTRICT NO.563 OF DOUGLAS COUNTY,NEBRASKA CONTRACTOR: L.G. ROLOFF CONSTRUCTION CO.,INC.,10204 S. 152ND STREET,OMAHA,NE 68138 TERMS: 90%MONTHLY,REMAINDER UPON FINAL ACCEPTANCE TOTAL CONTRACT AMOUNT: $1,011,304.76 AMOUNT PAID ON PREVIOUS ESTIMATES: $635,672.66 ITEM APPROXIMATE NO. DESCRIPTION QUANTITY UNIT PRICE AMOUNT SANITARY 1 CLEARING AND GRUBBING GENERAL 1 LS $75,000.00 $75,000.00 2 REMOVE PIPE PLUG 1 EA $75.00 $75.00 3 DEWATERING 0 DY $100.00 $0.00 4 EXPLORATORY EXCAVATION 2 HR $300.00 $600.00 5 CONSTRUCT 6"SANITARY SEWER PIPE (112 LOTS X 33'/LOT) 3,567 LF $21.60 $77,047.20 6 CONSTRUCT 8"SANITARY SEWER PIPE 4,283 LF $23.86 $102,192.38 7 CONSTRUCT 8"SANITARY SEWER PIPE WITH 12"STEEL CASING 105 LF $130.00 $13,650.00 8 CONSTRUCT 6"PIPE BEDDING 3567 LF $10.21 $36,419.07 9 CONSTRUCT 8"PIPE BEDDING 4283 LF $10.77 $46,127.91 10 CONSTRUCT 54"I.D.SANITARY MANHOLE(18 EA) 222.5 VF $363.56 $85,892.10 11 CONSTRUCT 6"MANHOLE STUBOUT 18 EA $95.70 $1,722.60 12 CONSTRUCT 8"X 6"WYE 94 EA $203.46 $19,125.24 13 CONSTRUCT PIPE PLUG 1 EA $118.82 $118.82 14 CONSTRUCT EXTERNAL FRAME SEAL 1 EA $465.66 $465.66 15 CONSTRUCT MANHOLE RING COLLAR 1 EA $310.91 $310.91 16 CONNECT TO EXISTING SANITARY SEWER PIPE 1 EA $790.89 $790.89 17 STABILIZE TRENCH W/CRUSHED LIMESTONE 0 TN $36.50 $0.00 18 STABILIZE TRENCH W/TYPE"A"RIP RAP 0 TN $61.00 $0.00 19 FURNISH AND INSTALL GEOTEXTILE FABRIC 0 SY $3.50 $0.00 20 FURNISH AND INSTALL GEOGRID 0 SY $4.25 $0.00 Omaha Fort Collins Lakewood Kansas City Engineer's Estimate No.3 Sanitary Sewer and Storm Sewer,Section 5 S.I.D. No. 563 (Lakeview 168) Job No.0118139.22-330/340 January 4,2021 Page 2 ITEM APPROXIMATE NO. DESCRIPTION QUANTITY UNIT PRICE AMOUNT 21 SEEDING-TYPE"A" 1 AC $2,455.00 $2,455.00 22 ROLLED EROSION CONTROL,TYPE II 2800 SY $1.75 $4,900.00 23 PERFORM CCTV PIPELINE INSPECTION-SANITARY SEWER 4323 LF $2.75 $11,888.25 SUBTOTAL SANITARY $473,671.03 STORM 1 GENERAL GRADING AND SHAPING 1 LS $14,000.00 $14,000.00 2 DEWATERING 0 DY $80.00 $0.00 3 REMOVE ASPHALT SURFACE 133.33 SY $9.41 $1,254.64 4 REMOVE 30"CMP CULVERT 66 LF $16.69 $1,101.54 5 REMOVE CONCRETE HEADWALLS 1 LS $1,685.00 $1,685.00 6 REMOVE 54"CMP TEMPORARY INLET RISER 1 EA $2,240.00 $2,240.00 7 REMOVE 18"CMP 65 LF $13.77 $895.05 8 SAWCUT PAVEMENT-FULL DEPTH 44 LF $7.00 $308.00 9 CONSTRUCT 8"ASPHALT PAVEMENT 65.76 TN $260.00 $17,097.60 10 CONSTRUCT 4"WIDE YELLOW PAVEMENT STRIPING 96 LF $13.64 $1,309.44 11 COMMON EARTH EXCAVATION 2500 CY $8.00 $20,000.00 12 BARRICADING 1 LS $3,000.00 $3,000.00 13 UTILITY RELOCATION ALLOWANCE 0 LS $10,000.00 $0.00 14 REMOVE PIPE PLUG 0 EA $140.00 $0.00 15 CONSTRUCT 30"PIPE COLLAR 0 EA $750.00 $0.00 16 CONSTRUCT 18"R.C.P.,CLASS III 452 LF $39.52 $17,863.04 17 CONSTRUCT 24"R.C.P.,CLASS III 135 LF $51.21 $6,913.35 18 CONSTRUCT 30"R.C.P.,CLASS III 595 LF $66.12 $39,341.40 19 CONSTRUCT 36"R.C.P.,CLASS III 1006 LF $95.82 $96,394.92 20 CONSTRUCT 42"R.C.P.,CLASS III 212 LF $123.58 $26,198.96 21 CONSTRUCT 54"I.D. MANHOLE(1 EA) 7.75 VF $529.96 $4,107.19 22 CONSTRUCT 72"I.D.MANHOLE(1 EA) 9.95 VF $724.05 $7,204.30 23 CONSTRUCT 84"I.D.TYPE II AREA INLET(1 EA) 7.74 VF $1,187.17 $9,188.70 24 CONSTRUCT 54"I.D.TYPE II AREA INLET(3 EA) 12.58 VF $535.88 $6,741.37 25 CONSTRUCT 54"I.D. POND INTAKE STRUCTURE 1 EA $6,238.57 $6,238.57 26 CONSTRUCT 3.5'X3.5'ANTI-SEEP COLLAR 0 EA $1,250.00 $0.00 27 CONSTRUCT 42"R.C. FLARED END SECTION 0 EA $1,835.00 $0.00 28 CONSTRUCT 18"PIPE BEDDING 452 LF $8.53 $3,855.56 29 CONSTRUCT 24"PIPE BEDDING 135 LF $11.01 $1,486.35 30 CONSTRUCT 30"PIPE BEDDING 595 LF $13.69 $8,145.55 Engineer's Estimate No.3 Sanitary Sewer and Storm Sewer,Section 5 S.I.D.No. 563(Lakeview 168) Job No.0118139.22-330/340 January 4,2021 Page 3 ITEM APPROXIMATE NO. DESCRIPTION QUANTITY UNIT PRICE AMOUNT 31 CONSTRUCT 36"PIPE BEDDING 1006 LF $16.58 $16,679.48 32 CONSTRUCT 42"PIPE BEDDING 212 LF $19.67 $4,170.04 33 CONSTRUCT TEMPORARY INLET BASE 3.5 EA $515.00 $1,802.50 34 CONSTRUCT DIVERSION WEIR 1 EA $2,500.00 $2,500.00 35 STABILIZE TRENCH W/CRUSHED LIMESTONE 0 TN $36.50 $0.00 36 CONSTRUCT RIP RAP APRON"TYPE A' 28.37 TN $77.94 $2,211.16 37 STABILIZATION TRENCH W/TYPE"A"RIP RAP 0 TN $61.00 $0.00 38 FURNISH AND INSTALL GEOTEXTILE FABRIC 0 SY $3.89 $0.00 39 FURNISH AND INSTALL GEOGRID 0 SY $4.81 $0.00 40 TEMPORARY SEEDING 0 AC $410.00 $0.00 41 CONSTRUCT SILT FENCE 0 LF $2.88 $0.00 42 CLEANOUT SILT FENCE 0 LF $1.09 $0.00 43 REMOVE SILT FENCE 0 LF $1.09 $0.00 44 CLEANOUTSILTBASIN 0 CY $4.37 $0.00 45 CONSTRUCT ROCK ACCESS ROAD 30.65 TN $42.45 $1,301.09 46 PERFORM CCTV PIPELINE INSPECTION-STORM SEWER 2400 LF $3.50 $8,400.00 ADDITIONAL WORK REQUIRED 47 CONSTRUCT 48"RCP 198 LF $149.13 $29,527.74 48 CONSTRUCT 48"RCP PIPE BEDDING 198 LF $22.96 $4,546.08 49 CONSTRUCT 84"I.D.STORM SEWER MANHOLE 9.95 VF $1,097.66 $10,921.72 50 CONSTRUCT 48"FLARED END SECTION 1 EA $2,064.41 $2,064.41 SUBTOTAL STORM $380,694.74 TOTAL ESTIMATE WORK COMPLETED $854,365.77 OWNER'S RETAINAGE(10%) $85,436.58 LESS AMOUNT PREVIOUSLY PAID $635,672.66 iri/s AMOUNT DUE CONTRACTOR $133,256.53 Engineer's Estimate No.3 Sanitary Sewer and Storm Sewer,Section 5 S.I.D. No.563(Lakeview 168) Job No. 0118139.22-330/340 January 4,2021 Page 4 Chairman and Board of Trustees Sanitary and Improvement District No. 563 of Douglas County,Nebraska c/o Mr. Mark Johnson,Attorney Fullenkamp Jobeun Johnson & Beller LLP 11440 West Center Road,Suite C Omaha, NE 68114 Dear Members of the Board: This is an estimate of the work completed during the previous month on the above-referenced project. It is recommended that payment be remitted to the Contractor in the amount shown due in accordance with our records. Sincerely, LAMP R Dave T. Mclvor,P.E. Senior Construction Engineer c: Loren Johnson L.G. Roloff Construction dg\L:\Engineering\0118139 Ida and 168th\CONSTRUCTION\PHASE 2\PAY ESTIMATES\SEWERS 5\EST 3 210104.docx Law Offices FULLENKAMP JOBEUN JOHNSON & BELLER LLP 11440 West Center Road 334-0700 Omaha, NE 68144 Fax: 334-0815 January 4, 2021 f Chairman&Board of Trustees Sanitary and Improvement District No. 563 of Douglas County,Nebraska STATEMENT FOR SERVICES RENDERED II For legal services rendered: Sanitary Sewer& Storm Sewer- Section 5 Lakeview 168 (PE#3-Revised) $6,662.38 Total Amount Due $6,662.38 14710 W. Dodge Rd.,Ste. 100 LAMP Omaha,NE 68154 R Y N E A R S O N [P]402.496.2730 [F]402.496.2730 LampRynearson.com December 30, 2020 Invoice No: 0109109.90-0000064 S.I.D. No. 563 of Douglas County, NE Fullenkamp,Jobeun, Johnson& Beller LLP 11440 West Center Road, Suite C Omaha, NE 68144 Project 0109109.90 HIGHLAND HILLS-SID 563 G.F. Professional Services through December 12,2020 Task 375 CONSULTATION, MEETINGS&CORRESPONDENCE Total Labor Billed 86.50 Total this Task $86.50 Task 386 EROSION CONTROL MAINTENANCE Total Labor Billed 610.10 Total Reimbursable Expenses 18.50 Total this Task $628.60 Task 392 UTILITY LOCATES Total Labor Billed 410.20 Total Reimbursable Expenses 14.54 Total this Task $424.74 Task 393 STREET SIGN MAINTENANCE Total Labor Billed 362.40 Total this Task $362.40 Task 396 GREEN AREA MAINTENANCE Total Labor Billed 16.20 Total this Task $16.20 Total this Invoice $1,518.44 Outstanding Invoices Number Date Balance 0000062 10/27/2020 3,181.50 0000063 12/3/2020 1,591.77 Total 4,773.27 Terms: Due Upon Receipt LAMP RYNEARSON Via Email 14710 W.Dodge Rd.,Ste.100 Omaha,NE 68154 December 31, 2020 [P]402.496.2498 [F]402.496.2730 LampRynearson.com Chairman and Board of Trustees Sanitary and Improvement District No. 563 of Douglas County, Nebraska c/o Mr. John Fullenkamp,Attorney Fullenkamp,Jobeun,Johnson& Beller LLP 11440 West Center Road, Ste C Omaha,Nebraska 68144 REFERENCE: S.I.D. No. 563 (Highland Hills) Green Area Maintenance Job No. 0109109.90-396 Dear Members of the Board: Enclosed is Invoice No. 56557, dated December 15, 2020,from Centennial Enterprises Inc.,for green area maintenance within the referenced District. We recommend payment directly to Centennial Enterprises Inc. in the amount of$1,715.00. Sincerely, LAMP R Dave T. Mclvor,P.E. Senior Construction Engineer Enclosure c: Centennial Enterprises Inc. dg\L:\Engineering\0109109.90\ADM\GreenArea2020\INV Centennial 201231.docx Omaha Fort Collins Lakewood Kansas City Centennial Enterprises Inc. Invoice 22879 Centennial Rd. Gretna, NE 68028 Date Invoice# 12/15/2020 56557 Bill To Highland Hills SID#563 Lamp Rynearson& Associates 14710 West Dodge Road Omaha,NE 68154-2027 Terms Due Date Net 60 2/13/2021 Quantity Description Rate Amount 2 Fine mowing, trimming, weeding & clean-up on 11/5/20 & 650.00 1,300.00 11/16/20 1 Monthly park mowing on 11/5/20 165.00 165.00 8 Pruning of plant material 25.00 200.00 1 Trash pick-up 50.00 50.00 THANK YOU FOR YOUR BUSINESS! Payments/Credits $0.00 Balance Due $1,715.00 LAMP RYNEARSON 14710 W. Dodge Rd.,Ste.100 Via Email Omaha,NE 68154 [P]402.496.2498 [F]402.496.2730 LampRynearson.com January 4,2021 Chairman and Board of Trustees Sanitary and Improvement District No. 563 of Douglas County, Nebraska c/o Mr.John Fullenkamp,Attorney Fullenkamp Jobeun Johnson&Beller, LLP 11440 West Center Road,Suite C Omaha,Nebraska 68144 REFERENCE: S.I.D. No. 563 (Lakeview 168) Sign Maintenance Job No. 0109109.90-393 Dear Members of the Board: Enclosed is an invoice from the Douglas County Engineer, dated December 24, 2020, for regulatory sign installation within the referenced District. We recommend that payment be remitted directly to the Douglas County Engineer in the amount of$4,990.00 Sincerely, LAMP David T. Mclvor, P.E. Senior Construction Engineer Enclosure c: Jeffrey Scherzberg dg\L:\Engineering\0109109.90\ADMIN\signs2020\INV DC Eng 210104.docx III, Omaha Fort Collins Lakewood Kansas City 7-7'0 c TOM DOYLE REC'D DEC. 3 :, 2020 fir DOUGLAS COUNTY ENGINEER a 15505 West Maple Road Omaha, Nebraska 681 1 6-51 73 e. `� 402-444-6372 ? Fax: 402-444-6244 engineer@douglascounty-ne.gov December 24, 2020 Mr. David T. McIvor, P.E. Lamp,Rynearson &Associates, Inc. 14710 West Dodge Road, Suite 100 Omaha.Nebraska 68154-2027 RE: TRAFFIC CONTROL DEVICES SANITARY & IMPROVEMENT DISTRICT NO. 563 LAKEVIEW 168 ADDITION Dear Mr. McIvor: We have completed our traffic study as per your request and have the following recommendations, (see attached figure): NO. OF SIGNS TYPE OF SIGNS UNIT COST TOTAL 15 STOP 30" $154.00 ea $2,310.00 4 SPEED LIMIT $147.00 ea $588.00 4 KEEP RIGHT $147.00 ea $588.00 8 SPEED BUMP $151.00 ea $1,208.00 8 ADVISORY SPEED $ 37.00 ea $296.00 TOTAL COST TO THE DISTRICT $4,990.00 Written approval of acceptance and payment in full from the District is required before installation of the signs. Warrants issued by the District made payable to the Douglas County Engineer are acceptable as payment. We will notify you upon completion of the installation. PLEASE MAIL WARRANTS FOR PROCESSING TO: DOUGLAS COUNTY ENGINEER 15505 WEST MAPLE ROAD OMAHA,NE 68116-5173 Sincerely, .41 Jeffrey T. Scherzberg, P.E. Design Engineer Attachment CHASTAIN Invoice # 614 Page 1 of 1 C OTIS #cf4"0mbe0pa ',"<._;.;,h.. s.,gv'1 OatcesT.<0.n,, INSURANCE&FINANCIAL SERVICES SI D563C-01 12/6/2020 10822 Old Mill Rd. aalancetue©a-; A �s Suite2 1/13/2021 Omaha,NE 68154 Amount Paid'�.. ��nr}s,: Fy AmO9,nl t7Gg, ., Phone: (402)397-2500 $5,552.00 MD #563 c/o Fullenkamp 11440 West Center Road Omaha, NE 68144 General Liability Policy Number: CGSNE0000015752 Effective: 1/13/2021 to 1/13/2022 Item#'' Tras Ef fba e t Due DateTmns ,,Deschption s/ r. ..,, ; .� Amount ,.��� ._ . . , ti w, , viv#.,-' _ �n..c e?... c��. .E' ,gym_.. �, r sl.,. . ...>�. '�,:asi..... x�..�..e,..a fi .,., , �...... 5? -, ,. .J 14683 1/13/2021 1/13/2021 RENB Renewal $3,190.00 Commercial Umbrella Policy Number. CUPNE0000015752 Effective: 1/13/2021 to 1/13/2022 Item#„=�'"u ;r' /' Trans E'ff.Date, `�'+ i� Due °#g/ ns;4 DesGf p lop /M u P t "�1m"`od y{ 4f.... . ( v..n +4 re a i3+iJ 1 S.f. � . �l �' �u J':aK�..A��.yl ... �� .� 1 sh- f., v . is � s..a�£ 15088 1/13/2021 1/13/2021 RENB Renewal $2,100.00 Worker's Compensation Policy Number: WCPNE0000015752 Effective: 1/13/2021 to 1/13/2022 rste n xg� Trans Efff bate bus DateTrahs ' D ri ption a +,= ;}$mount .a ��"yX ,. x iw., ., ,... .. N ._.ram.w � 5 ., ...P � .. �...., r,�"' �,. r r; .H r , t.� sr /, .. kL 14550 1/13/2021 1/13/2021 RENB Renewal $262.00 Total Invoice Balance: $5,552.00 12/6/2020 SID#563 c/o Fullenkamp Page 1 of 1 LAMP RYNEARSON VIA Email 14710 W.Dodge Rd.,Ste.100 January 5,2021 Omaha,NE 68154 [P]402.496.2498 [F]402.496.2730 LampRynearson.com Chairman and Board of Trustees Sanitary and Improvement District No.563 of Douglas County,Nebraska c/o Mr. Mark Johnson,Attorney Fullenkamp,Jobeun,Johnson&Beller LLP 11440 West Center Road,Suite C Omaha,NE 68144 REFERENCE: S.I.D. No. 563(Lakeview 168) Sanitary and Storm Sewer,Section 4 Job No.0118139.01-030/040 Dear Members of the Board: This is to advise you we have reviewed the costs for the construction of public sanitary and storm sewers.We find the cost to be a reasonable and necessary expense of the District, per the Subdivision Agreement.The following is our estimate of the total cost,which the District may be expected to incur for the cost: Construction Cost to Valley Corp $1,829,128.72 Estimate Engineering, Miscellaneous, Legal, Publication,Financing and Interest Cost $73,671.28 TOTAL ESTIMATED PROJECT COST: $2,560,800.00 Please call if you have any questions. Sincerely, LAMP RYNEARSON, INC en Coolidge, P.E. cr l� Vice President O Enclosures i\\ J; c. Loren Johnson Q\}V \\ kmp\\\fs01\Projects\Engineering\0118139 Ida and 168th\DOCUMENTS\PHASE 1\LETTERS\LTR MJohnson RON Sewers-Revised 210105.docx Omaha Fort Collins Lakewood Kansas City FULLENKAMP JOBEUN JOHNSON & BELLER LLP 11440 WEST CENTER ROAD OMAHA, NEBRASKA 68144 SANITARY AND IMPROVEMENT DISTRICT NO. 563 OF DOUGLAS COUNTY, NEBRASKA NOTICE NOTICE IS HEREBY GIVEN that a meeting of the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County, Nebraska will be held at 8:30 A.M. on January 28, 2021 and will be open to the public via telephonic means by calling (Dial 1-312- 757-3121, Access Code 633-913-045), in person attendance is prohibited, pursuant to Executive Order No. 20-36 Corona Virus Public Meetings Requirement Limited Waiver issued by Governor Pete Rickets on November 25, 2020. The agenda for such meeting, kept continuously current, is available for public inspection by calling the District's attorney (402-334-0700) and includes the payment of bills of the District and the consideration and passing or amending and passing the following revised Resolution, to-wit: BE IT RESOLVED that the Board of Trustees of Sanitary and Improvement District No. 563 of Douglas County, Nebraska find and determine that it is advisable and necessary for the District to construct an improvement within the boundaries of the District or within dedicated easements acquired by the District, said improvements to be designated as Sanitary Sewer & Storm Sewer - Section 4 (Lakeview 168 Lots 1 - 136) and shall be constructed as follows: SANITARY SEWER Construct sanitary sewer pipes together with manholes and service stubs, and perform all work necessary or incidental thereto in the following locations: N HWS Cleveland Blvd/Curtis Avenue/168th Avenue — Commencing at a point 99 feet north and 375.83 feet west of the northwest corner of Outlot A; thence easterly an 8" pipe 1575 feet to a point 21 foot north and 6 feet east of the northeast corner of Lot 123; thence northerly an 8" pipe 580 feet to a point 25 feet east of the southeast corner of Lot 113. Raymond Avenue — Commencing at a point 27 feet west and 5 feet north of the northeast corner of Lot 28; thence easterly an 8" pipe 404 feet to a point 25 feet north of the northeast corner of Lot 48. Vernon Avenue — Commencing at a point 15 feet north and 37 feet east of the northeast corner of Lot 24; thence easterly an 8" pipe 443 feet to a point 25 feet south and 5 feet west of the northeast corner of Lot 61. Nebraska Avenue — Commencing at a point 9 feet north and 25 feet east of the northeast corner of Lot 16; thence easterly an 8" pipe 765 feet to a point 25 feet north of the northeast corner of Lot 103. I N HWS Cleveland Blvd (South) — Commencing at a point 50 feet west of the northwest corner of Lot 14; thence northerly an 8" pipe 1207 feet to a point 50 feet west of the northwest corner of Lot 2. 170th Avenue (North)/Redick Avenue — Commencing at a point 20 feet south and 37 feet west of the southwest corner of Lot 70; thence northerly an 8" pipe 881 feet to a point 25 feet north and 32 feet east of the northeast corner of Lot 32; thence easterly an 8" pipe 554 feet to a point 11 feet north and 35 feet east of the northwest corner of Lot 39. 169th Street — Commencing at a point 36 feet north and 22 feet east of the northeast corner of Lot 79; thence northerly an 8" pipe 558 feet to a point 25 feet west and 2 feet south of the southwest corner of Lot 112. 170th Avenue (South) — Commencing at a point 9 feet south and 41 feet east of northeast corner of Lot 21; thence southerly an 8" pipe 424 feet to a point 1 feet north and 25 feet east of the northeast corner of Lot 91. N HWS Cleveland Blvd (North)— Commencing at a point 64 feet south and 155 feet west of the northwest corner of Outlot K; thence easterly and southerly an 8" pipe 757 feet to a point 50 feet west of the northwest corner of Lot 182. STORM SEWER Construct storm sewer pipes together with manholes area inlets and discharge structures, and perform all work necessary or incidental thereto in the following locations: Curtis Avenue— Commencing at a point 54 feet north and 9 feet east of the southwest corner of Lot 21; thence northeasterly a 42" pipe 38 feet to a point 7 feet north and 5 feet east of the northwest corner of Lot 21; thence easterly a 36" pipe 129 feet to a point 3 feet north and 19 feet east of the northeast corner of Lot 21; thence easterly a 24" pipe 680 feet to a point 18 feet north and 9 feet east of the northeast corner of Lot 79; thence easterly and northerly a 18" pipe 89 feet to a point 11 feet east and 11 feet south of the southwest corner of Lot 105. 170th Avenue (North) — Commencing at a point 3 feet north and 19 feet east of the northeast corner of Lot 21; thence northerly an 24" pipe 198 feet to a point 6 feet south and 8 feet east of the northeast corner of Lot 23; thence northerly and easterly an 18" pipe 180 feet to a point 18 feet north and 8 feet west of the southwest corner of Lot 55. 170th Avenue (South) — Commencing at a point 3 feet north and 19 feet east of the northeast corner of Lot 21; thence southerly an 18" pipe 251 feet to a point 35 feet south and 25 feet west of the northwest corner of Lot 90. N HWS Cleveland Blvd (South) — Commencing at a point 22 feet north and 348 feet west of the northwest corner of Outlot A; thence easterly an 36" pipe 109 feet to a point 46 feet north and 242 feet west of the northwest corner of Outlot A; thence easterly an 30" pipe 213 feet to a point 7 feet north and 35 feet west of the northwest corner of Outlot A; thence southerly an 24" pipe 120 feet to a point 100 feet south and 90 feet west of the northwest corner of Outlot A; thence southeasterly an 18" pipe 102 feet to a point 107 feet north and 64 feet west of the northwest corner of Lot 11. N HWS Cleveland Blvd — Commencing at a point 7 feet north and 35 feet west of the northwest corner of Outlot A; thence northerly and westerly an 18" pipe 114 feet to a point 29 feet south and 80 feet west of the northeast corner of Lot 10. 169th Street — Commencing at a point 18 feet north and 8 feet east of the northeast corner of Lot 79; thence northerly an 18" pipe 60 feet to a point 10 feet north and 10 feet east of the southwest corner of Lot 63. N HWS Cleveland Blvd (North) — Commencing at a point 825 feet north and 185 feet west of the northwest corner of Lot 1; thence easterly an 42" pipe 116 feet to a point 805 feet north and 71 feet west of the northwest corner of Lot 1; thence southerly an 30" pipe 60 feet to a point 750 feet north and 68 feet west of the northwest corner of Lot 1. Outlot C/169th Street— Commencing at a point 236 feet south and 130 feet west of the southwest corner of Lot 104; thence northeasterly an 18" pipe 200 feet to a point 149 feet south and 29 feet east of the southwest corner of Lot 104; thence northeasterly an 18" pipe 91 feet to a point 80 feet south and 86 feet west of the northwest corner of Lot 104. The outer boundaries of the areas which may be subject to special assessments for said improvement are proposed to be the same as the outer boundaries of Sanitary and Improvement District No. 563 of Douglas County,Nebraska. Said plans and specifications have been reviewed by Lamp Rynearson, engineers for the District and said engineers have filed with the Clerk of the District, prior to the first publication of this Resolution, an estimate of the total costs of said improvement, including engineering fees, legal fees, fiscal fees, interest and other miscellaneous costs, which estimate is in the sum of$2,560,800.00. To pay the cost of said improvement the Board of Trustees shall have the power to issue negotiable bonds of the District after such improvements have been completed and accepted; said bonds to be called "Sanitary and Improvement District Bonds" and shall be payable and bear interest as provided by the Statutes of the State of Nebraska. The Board of Trustees shall assess to the extent of special benefits, the cost of such improvements upon properties specially benefitted thereby. All special assessments which may be levied upon the properties specially benefitted by such improvements shall, when collected, be set aside and constitute a sinking fund for the payment of interest and principal of said bonds. The District shall also cause to be levied annually a tax upon the assessed value of all of the taxable property in the District except intangible property, which together with said sinking fund derived from special assessments shall be sufficient to meet payment of the interest and principal of said bonds as the same become due; said tax shall be known as the Sanitary and Improvement District Tax and shall be payable annually in money. If a petition opposing this Resolution, signed by property owners representing a majority of the front footage which may become subject to assessment for the cost of the improvements as set forth herein, is filed with the Clerk of the District within three (3) days before the date of the hearing on this Resolution, this Resolution shall not be passed. SANITARY AND IMPROVEMENT DISTRICT NO. 563 OF DOUGLAS COUNTY,NEBRASKA By: Loren Johnson, Chairman Randy Baker, Clerk Publication Dates: January 14 and January 21, 2021 SANITARY AND IMPROVEMENT DISTRICT NO. 563 HIGHLAND HILLS Formed 5/7/14 Ameritas (2%) Doc. CI 14 NO 3638 Kuehl Capital (2%) Election - Odd Awerkamp Int- 4/1 TRUSTEES: LOREN JOHNSON, Chairman/Compliance Officer TERRY WIESE RANDY BAKER, Clerk 2020/2021 Valuation $68,837,800 Growth $24,155,000 General $275,351 $0.400000 Bond $344,189 $0.500000 Total $619,540 $0.900000 AGENDA SANITARY AND IMPROVEMENT DISTRICT NO. 563 OF DOUGLAS COUNTY, NEBRASKA HELD A ON JANUARY 7,2021. 1. Present Opening Meeting Laws. 2. Resign Paula Johnson from the Board of Trustees, appoint Terry Wiese. 3. Vote on and approve Resolution of Necessity for the District to enter into a Sale and Purchase Agreement with Celebrity Homes, Inc. ($58,745.15) for Outlot A, Lakeview 168, pursuant to the Section X. (A) of the Subdivision Agreement; being the same Resolution adopted in form at the meeting of the Board of Trustees held on December 10, 2020. 4. Present statements, vote on and approve payment from the Construction Fund Account of the District for the following: a) Lamp Rynearson for engineering services in connection with Sanitary and Storm Sewer and Paving- Phase 2 Lakeview 168. (#3) $7,215.53 b) L.G. Roloff Construction Co., Inc. for Pay Estimate No. 3 - Revised in connection with Sanitary Sewer and Storm Sewer- Section 5, Lakeview 168. $133,256.53 c) Fullenkamp Jobeun Johnson& Beller LLP for legal services in connection with Sanitary Sewer and Storm Sewer - Section 5, Lakeview 168. $6,662.38 d) Kuehl Capital Corporation for advisory fee for Construction Fund warrants issued at this meeting. (2%) $2,942.69 e)Ameritas Investment Company LLC for underwriting fees for the Construction Fund Warrants issued at this meeting. (2%) $3,001.54 Total $153,078.67 I 5. Present statements,vote on and approve payment from the General Fund Account of the District for the following: a) Lamp Rynearson for engineering services. (#64) $1,518.44 b) Centennial Enterprises for green area maintenance. (#56557) $1,715.00 c)Douglas County Engineer for traffic control devices. $4,990.00 d) Chastain Otis for insurance coverage renewals. (#614) $5,552.00 e) Kuehl Capital Corporation for advisory fee for General Fund warrants issued at this meeting. (2%) $275.51 f) Ameritas Investment Company LLC for underwriting fees for the General Fund Warrants issued at this meeting. (2%) $281.02 Total $14,331.97 6. Present proposed revised Resolution ofNecessity for the construction of Sanitary and Storm Sewer - Section 4 (Phase 1) (Lakeview 168 Lots 1 - 136); order hearing to be held and necessary publications for same. 7. Discussion regarding various other miscellaneous matters of the District. **Meeting to approve revised RON - January 28, 2021 @ 8:30 a.m. via telephonic conference call**