ORD 37356 - Bushido University LLC redevelopment agmt oi 41L1 A,NFs� Planning Department
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' c? `� �� R r`� j :a Omaha/Douglas Civic Center
- Au;ftj t} I 1819 Farnam Street,Suite 1100
® [1 IJ,("�i m 06 � �j ( (ED } Omaha,Nebraska 68183
o'Fv (402)444-5150
Ao �ry i�':• Telefax(402)444-6140
�47WD FEBR�r i 2 F S. . t..I t.i
O M A H! ►;r-rt r• ,. c,. P Steven N.Jensen,AICP
City of Omaha , 1s-'u1"'`x1t4-.
Director
Mike Fahey,Mayor April 11 , 2006
Honorable President
and Members of the City Council,
The attached Ordinance transmits for your review and approval the Tax Increment Financing
Redevelopment Agreement between the City of Omaha, Nebraska, a Municipal Corporation in
Douglas County, Nebraska, and Bushido University, LLC, a Nebraska Limited Liability
Corporation. The Bushido University, LLC, Tax Increment Financing Redevelopment
Agreement implements the Bushido University, LLC, Redevelopment Plan which recommended
the sale of property by the City of Omaha to Bushido University, LLC for the development of a
mixed use office, entertainment,retail, and residential complex with adjacent parking.
The redevelopment project provides for the construction of two mixed-use buildings and
adjacent parking. The South Building will be approximately 32,751 square feet and provide
space for the administrative offices of Saddle Creek Records, an independent rock music
bar/club and a two-screen independent movie theater. The North Building will consist of
approximately 23,812 square feet with a mix of retail and housing. The developer will also
construct and maintain a parking area adjacent to the buildings.
The ordinance approves Tax Increment Financing (TIF) of a principal amount of approximately
$1,349,100.00 @ 7.25% and authorizes the City of Omaha to sell a portion of Lot 8, Union
Pacific Place, an addition to the City of Omaha, Douglas County, Nebraska, except for
approximately 10,700 square feet on the Southeast portion of the lot to Bushido University, LLC
for the construction of the project. The City of Omaha contemplates that it will approve an
Administrative Replat and then sell and convey approximately 89,809 square feet (Lot 1) to the
developer at $7.00 per square foot, for a purchase price of$628,663.00.
Your favorable consideration of this Ordinance approving the Tax Increment Financing
Redevelopment Agreement which includes the sale of Lot 1, Union Pacific Place, Replat 1, a
replatting of Lot 8 Union Pacific Place to Bushido University, LLC, is appreciated.
Respectfully submitted, Referred to City Council for Consideration:
4:-))11,.—. , g• (0.0C 07,400/A/ 71;,,,. ./.. Yhio •
/9 Z
Steven N. Jensee OFF/ Date Mayor's Office Date
Planning Direct.r
Approved as to Funding: Appro
.,a..t..,,k. 0.°1,6_ 4-\6,1*.s.. y_07_6,_4
Carol A. Ebdon Date Ro ert G. Stubbe, P.E. Date
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
ORDINANCE NO. _
AN ORDINANCE approving the execution of a Redevelopment Agreement between the City of
Omaha, a Municipal Corporation and Bushido University, LLC, a Nebraska Limited
Liability Corporation; said Agreement authorizes approximately $1,349,100.00 in Tax
Increment Financing and the sale of real property located at the southwest corner of North
14th and Webster Streets, and legally described as Lot 1, UNION PACIFIC PLACE,
REPLAT 1, being an administrative replatting of Lot 8 UNION PACIFIC PLACE to
Bushido University, LLC, an addition to the City of Omaha, as surveyed, platted and
recorded in Douglas County, Nebraska for the sum of $628,633.00 and other valuable
consideration; and to provide the effective date hereof.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
Section 1. The Mayor is hereby authorized to execute, and the City Clerk to attest, the
attached Redevelopment Agreement between the City of Omaha, a Municipal Corporation and
Bushido University, LLC, a Nebraska Limited Liability Corporation, which Agreement
authorizes approximately $1,349,100.00 in Tax Increment Financing (TIF) and the sale of
property located at the southeast corner of North 14th and Webster Streets and legally described
as Lot 1, UNION PACIFIC PLACE, REPLAT 1, being an administrative replatting of Lot 8
UNION PACIFIC PLACE an addition to the City of Omaha, as surveyed, platted and recorded
in Douglas County, Nebraska to Bushido University, LLC, for the sum of Six Hundred Twenty
Eight Thousand Six Hundred Sixty Three and No/100 Dollars ($628,663,.00) and other valuable
consideration. The Mayor shall be further authorized to execute, and the City Clerk to attest, any
all documents necessary or appropriate to complete the actions detailed in the Redevelopment
Agreement.
ent Financing (TIF) of a principal amount of approximately
$1,349,100.00 @ 7.25% and authorizes the City of Omaha to sell a portion of Lot 8, Union
Pacific Place, an addition to the City of Omaha, Douglas County, Nebraska, except for
approximately 10,700 square feet on the Southeast portion of the lot to Bushido University, LLC
for the construction of the project. The City of Omaha contemplates that it will approve an
Administrative Replat and then sell and convey approximately 89,809 square feet (Lot 1) to the
developer at $7.00 per square foot, for a purchase price of$628,663.00.
Your favorable consideration of this Ordinance approving the Tax Increment Financing
Redevelopment Agreement which includes the sale of Lot 1, Union Pacific Place, Replat 1, a
replatting of Lot 8 Union Pacific Place to Bushido University, LLC, is appreciated.
Respectfully submitted, Referred to City Council for Consideration:
4:-))11,.—. , g• (0.0C 07,400/A/ 71;,,,. ./.. Yhio •
/9 Z
Steven N. Jensee OFF/ Date Mayor's Office Date
Planning Direct.r
Approved as to Funding: Appro
.,a..t..,,k. 0.°1,6_ 4-\6,1*.s.. y_07_6,_4
Carol A. Ebdon Date Ro ert G. Stubbe, P.E. Date
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
ORDINANCE NO. c3 <3 37
PAGE 2
Section 2. Said Redevelopment Agreement contains obligations undertaken pursuant to
the Nebraska Community Development Law and Sections 18-2147 through 18-2150; and, is not
otherwise obligations of the City of Omaha.
Section 3. That this Ordinance, not being legislative in character, shall take effect upon
the date of its passage in accord with Section 2.12 of the Omaha Municipal Code.
INTRODUCED BY COUNCILMEMBER
*COW/C;7131.0" APPROVED BY:
MAYOR OF THE CIT OF OMAHA DATE
PASSED MAY - 2 2006 *-O
ATTEST: '
CI CLERK HE CITY OF OMAHA DA
APPR•VED AS 0 ' :
' ) 1W,
yeA
CIT .- 0 DATE
P:\PLN3\13932pjm.doc
REVAL cttwM Nota Public
MyComm.EV.Feb.7,Mt
My Commiss. ' expires: 02/7 i/
OMA-294155-2
0
3
REDEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between the City of Omaha, Nebraska, a
Municipal Corporation in Douglas County, Nebraska, and Bushido University, LLC, a Nebraska
Limited Liability Corporation.
WHEREAS, on October 26, 1999, the City Council of the City of Omaha approved the
Convention Center/Arena Redevelopment Plan which provided for the development of a convention
center/arena, hotel and disposition of excess property, and
WHEREAS, the City sought development proposals for the excess property known as the
North Downtown Redevelopment Site, and
WHEREAS,Bushido University,LLC was the selected proposal for a portion of the site,and
WHEREAS, this Agreement is a redevelopment agreement prepared pursuant to the
Nebraska Community Development Law in order to implement the above-referenced development
and the use of the excess ad valorem taxes generated by such development.
NOW, THEREFORE, in consideration of these mutual covenants the parties agree as
follows:
SECTION 1. DEFINITIONS
The following terms, whether plural or singular, shall have the following meanings for
purposes of this Agreement.
1.1 "City" shall mean the City of Omaha, Nebraska, a Municipal Corporation of the
metropolitan class or such successor entity lawfully established pursuant to the
applicable provision of the Nebraska Community Development Act.
1.2 "Developer" shall mean Bushido University, LLC, A Nebraska Limited Liability
Corporation.
1.3 "Director" shall mean the Director of the City of Omaha Planning Department.
1.4 "Redevelopment Project" shall mean the construction of two mixed use buildings and
adjacent parking. The South Building will be approximately 32,751 square feet and
provide space for the administrative offices for Saddle Creek Records, an
independent rock music bar/club and a two screen independent movie theater. The
North Building will consist of approximately 23,812 feet with a mix of retail and
housing. Developer will also construct and maintain a parking area adjacent to the
buildings, all as shown on the Site Plan marked as Exhibit A.
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nstruction of the project. The City of Omaha contemplates that it will approve an
Administrative Replat and then sell and convey approximately 89,809 square feet (Lot 1) to the
developer at $7.00 per square foot, for a purchase price of$628,663.00.
Your favorable consideration of this Ordinance approving the Tax Increment Financing
Redevelopment Agreement which includes the sale of Lot 1, Union Pacific Place, Replat 1, a
replatting of Lot 8 Union Pacific Place to Bushido University, LLC, is appreciated.
Respectfully submitted, Referred to City Council for Consideration:
4:-))11,.—. , g• (0.0C 07,400/A/ 71;,,,. ./.. Yhio •
/9 Z
Steven N. Jensee OFF/ Date Mayor's Office Date
Planning Direct.r
Approved as to Funding: Appro
.,a..t..,,k. 0.°1,6_ 4-\6,1*.s.. y_07_6,_4
Carol A. Ebdon Date Ro ert G. Stubbe, P.E. Date
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
•
1.5 "Redevelopment Site"shall mean a portion of Lot 8,Union Pacific Place,an addition
to the City of Omaha,Douglas County,Nebraska, except for approximately 10,700
square feet on the southeast portion of the lot. Lot 8 will be administratively divided
into the two areas as legally described in Exhibit B, attached hereto.
1.6 "Redevelopment Note(TIF Funds/TIF Proceeds)" shall mean any obligation issued
by the City and secured by the excess ad valorem taxes generated within the
Redevelopment Site.
1.7 "Excess ad valorem taxes" shall mean the additional real estate property taxes
generated by this Redevelopment Project pursuant to Section 18-2147 of the
Nebraska Revised Statutes.
SECTION 2. OBLIGATIONS OF THE CITY
The City shall:
2.1 Subdivide Lot 8, Union Pacific Place, an addition to the City of Omaha, Douglas
County,Nebraska, so as to create two lots as generally shown on Exhibit A.
2.2 After splitting the Redevelopment Site, sell, assign, transfer and convey
approximately 89,809 square feet to the Developer at $7.00 per square foot, for a
purchase price of$628,663.00,subject to Planning Board and City Council approval
of an amendment to the Plan to provide Tax Increment Financing.
2.3 Use its best efforts to cause to be amended the applicable"Declaration of Restrictive
Covenants" so as to allow the proposed mixed use development. The City shall
perform the environmental remediation shown on Exhibit F at City expense in the
amount of not more that$90,636.00.
2.4 Cause to be removed at City expense the traffic signal box on the Redevelopment
site.
2.5 Ensure that the Redevelopment Site is free of all debris and trash at City expense.
2.6 Execute and deliver to the Developer at closing the Redevelopment Note in
substantially the same form as the copy attached hereto as Exhibit C.
2.7 Grant Redevelopment Loan proceeds to the Developer for site acquisition, site
preparation, infrastructure and other public improvements as may be required,up to
the principle sum of$1,349,100 with interest.
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nstruction of the project. The City of Omaha contemplates that it will approve an
Administrative Replat and then sell and convey approximately 89,809 square feet (Lot 1) to the
developer at $7.00 per square foot, for a purchase price of$628,663.00.
Your favorable consideration of this Ordinance approving the Tax Increment Financing
Redevelopment Agreement which includes the sale of Lot 1, Union Pacific Place, Replat 1, a
replatting of Lot 8 Union Pacific Place to Bushido University, LLC, is appreciated.
Respectfully submitted, Referred to City Council for Consideration:
4:-))11,.—. , g• (0.0C 07,400/A/ 71;,,,. ./.. Yhio •
/9 Z
Steven N. Jensee OFF/ Date Mayor's Office Date
Planning Direct.r
Approved as to Funding: Appro
.,a..t..,,k. 0.°1,6_ 4-\6,1*.s.. y_07_6,_4
Carol A. Ebdon Date Ro ert G. Stubbe, P.E. Date
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
2.8 Pay debt retirement principal and interest from the Excess Ad Valorem Taxes (TIE
tax proceeds). Interest on monies in the special fund shall accrue first to debt
retirement interest and then to principal.
2.9 Ensure that prior to expenditure or disbursement of Redevelopment Loan proceeds,
the following shall be obtained, to wit:
2.9.1 Developer shall provide the Director with evidence, acceptable to the
Director, that the private funds have been irrevocably committed to the
Redevelopment Project in the amount sufficient to complete the
redevelopment project.
2.9.2 Developer shall provide evidence of,and maintain,adequate performance and
labor materials bonds during the period of construction of the project. The
City shall be specified as a co-obligee.
3.0 Establish a special fund under Section 18-2147 of the Nebraska Revised Statutes for
the purpose of collecting the excess ad valorem taxes generated by the
Redevelopment Project. Monies collected and held in the special fund shall be used
for no purpose other than to repay the Redevelopment Loan.
SECTION 3. OBLIGATIONS OF THE DEVELOPER
The Developer shall:
3.1 Purchase approximately 89,809 square feet of the subdivided Lot 8, Union Pacific
Place,now known as Lot 1,Union Pacific Place Replat 1, an addition to the City of
Omaha, Douglas County, Nebraska, at $7.00 per square foot, for a total purchase
price of$628,663.00.Closing on the purchase will occur on or before April 15,2006
unless continued by mutual agreement.
3.2 Construct two buildings, which are referred to as the South Building and the North
Building. The South Building will be two stories and approximately 32,751 square
feet, and will include offices, bar/club, movie theater and commercial bays. The
North Building also will be three stories and consist of approximately 23,812 square
feet, with a mix of retail and housing.
3.3 Construct, improve and maintain a parking area, and further, to construct curb side
parking, all as shown on the Site Plan.
3.4 As a condition to revising the"Declaration of Restrictive Covenants," agree along
with the City to release and indemnify Union Pacific Railroad with respect to any
such revised use.
- 3 -
ot 1) to the
developer at $7.00 per square foot, for a purchase price of$628,663.00.
Your favorable consideration of this Ordinance approving the Tax Increment Financing
Redevelopment Agreement which includes the sale of Lot 1, Union Pacific Place, Replat 1, a
replatting of Lot 8 Union Pacific Place to Bushido University, LLC, is appreciated.
Respectfully submitted, Referred to City Council for Consideration:
4:-))11,.—. , g• (0.0C 07,400/A/ 71;,,,. ./.. Yhio •
/9 Z
Steven N. Jensee OFF/ Date Mayor's Office Date
Planning Direct.r
Approved as to Funding: Appro
.,a..t..,,k. 0.°1,6_ 4-\6,1*.s.. y_07_6,_4
Carol A. Ebdon Date Ro ert G. Stubbe, P.E. Date
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
3.5 Accept the Union Pacific covenants regarding noise and vibration as attached hereto
and marked as Exhibit D.
3.6 Complete the Redevelopment Project on or before December 2007, creating an
increase in real property taxable base by reason of such construction of at least
$7,801,601.
3.7 Cause all real estate taxes and assessments levied on the Redevelopment Project to be
paid prior to the time such become delinquent.
3.8 Loan redevelopment funds to the City in the principal amount of$1,349,100 as set
forth in Section 2.5,which,when combined with other private funds available,will
be sufficient to construct the redevelopment project. Execution and delivery of the
Redevelopment Promissory Note shall be at closing which shall be as soon as
reasonably possible after execution of this Agreement but not more than 60 days
thereafter. At closing,the loan to be accomplished by this Section and the obligation
of the City to use the redevelopment loan proceeds for redevelopment purposes under
Section 2.6 may be accomplished by offset so that the Developer retains the loan
proceeds. If the City so requests, the developer shall, from time to time, furnish the
City with satisfactory evidence as to the use and application of the redevelopment
loan proceeds.
3.8.1 Such loan funds shall be disbursed as provided in Section 2.
3.8.2 Such loan shall bear a 7.25 % interest rate.
3.8.3 The principal shall be repaid by the City from the special fund established
pursuant to Section 2.9, as excess ad valorem taxes, pursuant to the
Redevelopment Plan and Section 18-2147 of the Nebraska Revised Statutes,
become available to the City for such use. To the extent of such excess ad
valorem taxes are unavailable to the City, the loan shall be forgiven and the
obligations of the Developer shall remain unaffected.
3.9 Shall provide the City with quarterly progress reports during the redevelopment and
allow the City reasonable access to any relevant financial records pertaining to the
Redevelopment Project.
3.10 During the period that the Redevelopment Note(TIF Funds) is outstanding, (1)not
protest a real estate improvement valuation on the Redevelopment Site of
$7,801,601 or less after substantial completion or occupancy of the buildings;(2)not
convey the Redevelopment Site or structures thereon to any entity which would be
exempt from the payment of real estate taxes or cause the nonpayment of such real
estate taxes; (3)not apply to the Douglas County Assessor for the structures,or any
portion thereof, to be taxed separately from the underlying land of the
Redevelopment Site;(4)maintain insurance for ninety percent(90%)of the full value
-4 -
/9 Z
Steven N. Jensee OFF/ Date Mayor's Office Date
Planning Direct.r
Approved as to Funding: Appro
.,a..t..,,k. 0.°1,6_ 4-\6,1*.s.. y_07_6,_4
Carol A. Ebdon Date Ro ert G. Stubbe, P.E. Date
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
•
•
of the structures on the Redevelopment Site; (5)in the event of casualty,apply such
insurance proceeds to their reconstruction; and (6) cause all real estate taxes and
assessments levied on the Redevelopment Site to be paid prior to the time such
become delinquent. In lieu of the above,the Developer may surrender any remaining
amount outstanding of the Redevelopment Promissory Note to City. Each of the
foregoing covenants shall be referenced in a Notice of Redevelopment Agreement to
be recorded with the Douglas County,Nebraska Register of Deeds. The Developer
agrees to include the same restrictions to be included in any subsequent sale,
assignment, sale leaseback or other transfer of the property, but shall not be
responsible otherwise for the actions of the third parties if these covenants are
breached by such third parties if the Developer no longer owns the property.
3.11 Shall provide the City of Omaha Finance Department with an executed copy of the
Redevelopment Promissory Note prior to disbursement of any proceeds for
repayment of such Note pursuant to Section 2.9, so that such payment can be noted
on the Note and the Note returned to Developer.
SECTION 4. TITLE
At closing, title to the Redevelopment Site shall be conveyed to Developer by Warranty
Deed,duly executed and acknowledged in a form suitable for recording. The Deed shall convey to
Purchaser, or Purchaser's assigns, fee simple marketable title to the Property free and clear of any
and all liens, encumbrances, easements, restrictions, reservations and conditions, except for
easements, covenants, conditions and restrictions which are shown of record.
SECTION 5. EVIDENCE OF TITLE
Within thirty(30) days of execution of this Agreement, City shall furnish to Developer an
Owner's Title Insurance Commitment (ALTA Form B) (herein the "Commitment"), agreeing to
insure the title to the Developer for the amount of the Purchase Price. The Commitment must
contain only exceptions for liens,encumbrances,claims,easements or other matters that would not
adversely affect Developer's intended purpose. Those exceptions and encumbrances which have
been approved by Developer hereunder shall be the "Permitted Encumbrances." Developer shall
have until thirty(30)days after receipt of the Commitment to determine if the Commitment discloses
liens,restrictions,covenants or conditions which are objectionable to Developer,in Developer's sole
judgment. Developer shall notify City of its objections to the Commitment prior to expiration of the
30 day period. After such notice,City shall endeavor to have the Developer's objections cured to the
Developer's satisfaction within thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
SECTION 6. SURVEY
Within thirty (30) days of this Agreement, City shall provide Developer with a certified
ALTA survey reflecting the exact legal description of the Redevelopment Site.
SECTION 7. PROVISIONS OF THE CONTRACT
7.1 Equal Employment Opportunity Clause. Annexed hereto as Exhibit E and made a
part hereof by reference are the equal employment provisions of this contract,
wherein the "Developer" is referred to as "Contractor."
7.2 Non-discrimination. The Developer shall not, in the performance of this Contract,
discriminate or permit discrimination in violation of federal or state laws or local
ordinances because of race,color,sex,age,political or religious opinions,affiliations
or national origin.
7.3 Captions. Captions used in this Contract are for convenience and are not used in the
construction of this Contract.
7.4 Applicable Law. Parties to this Contract shall conform with all existing and
applicable city ordinances,resolutions, state laws, federal laws, and all existing and
applicable rules and regulations. Nebraska law will govern the terms and the
performance under this Contract.
7.5 Interest to the City. Pursuant to Section 8.05 of the Home Rule Charter,no elected
official or any officer or employee of the City of Omaha shall have a financial
interest, direct or indirect, in any City of Omaha contract. Any violation of this
section with the knowledge of the person or corporation contracting with the City of
Omaha shall render the contract voidable by the Mayor or Council.
7.6 Merger. This Contract shall not be merged into any other oral or written contract,
lease or deed of any type.
7.7 Modification. This Contract contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are
expressly set forth herein. No agent,employee or other representative of either party
is empowered to alter any of the terms herein unless done in writing and signed by an
authorized officer of the respective parties.
7.8 Assignment. The Developer may not assign its rights under this contract without the
express prior written consent of the City; such consent not to be unreasonably
withheld. The Mayor may,without City Council approval, approve, in writing,the
assignment of all rights hereunder to a successor entity owned by,or under common
control with Developer.
- 6 -
ole
judgment. Developer shall notify City of its objections to the Commitment prior to expiration of the
30 day period. After such notice,City shall endeavor to have the Developer's objections cured to the
Developer's satisfaction within thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
7.9 Strict Compliance. All provisions of this Contract and each and every document that
shall be attached shall be strictly complied with as written, and no substitution or
change shall be made except upon written direction from authorized representatives
of the parties.
7.10 This Agreement shall be binding upon the Developer's successors and assigns, and
shall run with the land described in Exhibit B, attached hereto, to the benefit of the
City of Omaha.
SECTION 8. AUTHORIZED REPRESENTATIVE
In further consideration of the mutual covenants herein contained,the parties hereto expressly
agree that for the purposes of notice, including legal service of process, during the term of this
Contract and for the period of any applicable statute of limitations thereafter,the following named
individuals shall be the authorized representatives of the parties:
(1) City of Omaha:
Steven N. Jensen, Director Legal Service
City Planning Department do City Clerk
Omaha/Douglas Civic Center Omaha/Douglas Civic Center
1819 Farnam Street 1819 Farnam Street
Omaha,NE 68183 Omaha, NE 68183
(2) Developer:
Bushido University, LLC
do Jason Kulbel
Saddle Creek Records
P.O. Box 8554
Omaha, NE 68108
Either party may designate additional representatives or substitute representatives by giving
written notice thereof to the designated representative of the other party.
1044
Executed this 7 day of J,7 , 2006.
ATTEST: ` e; CITY OF OMAHA:
CITY CL
ERK O_ THE CITY OF OMAHA MAYOR OF THE CIT OF OMAHA
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tion. This Contract contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are
expressly set forth herein. No agent,employee or other representative of either party
is empowered to alter any of the terms herein unless done in writing and signed by an
authorized officer of the respective parties.
7.8 Assignment. The Developer may not assign its rights under this contract without the
express prior written consent of the City; such consent not to be unreasonably
withheld. The Mayor may,without City Council approval, approve, in writing,the
assignment of all rights hereunder to a successor entity owned by,or under common
control with Developer.
- 6 -
ole
judgment. Developer shall notify City of its objections to the Commitment prior to expiration of the
30 day period. After such notice,City shall endeavor to have the Developer's objections cured to the
Developer's satisfaction within thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
Executed this 2/ day of R:Y , 2006.
DEVELOPER:
BUSHIDO UNIVERSITY, LLC
By M-r'k' I�i1/1,�✓�
APPROVED AS TO 0
CITY ATTORNEY
STATE OF NEBRASKA )
)ss.
COUNTY OF DOUGLAS )
The foregoing Redevelopment Agreement was acknowledged before me this l,Ct/s-day of
, 2006 by Mike Fahey, Mayor of the City of Omaha.
kae --
Notary Public, State of Nebraska
My commission expires on '/l,/0 7 .
GENERAL NOTARY-State of Nebraska
�
CYNTHIA I.FORD
STATE OF NEBRASKA ) --A My Comm.Exp.Aug.16,2007
)ss.
COUNTY OF DOUGLAS )
The foregoing Redevelopment Agreement was acknowledged before me this I day of
iklez r- ,2006 by J.— I&(l be/ , e ,
MEP s
No P blic, State of Nebraska
My commission expires on
A GENERAL NOTARY-State of Nebraska
P:\PAUL-K\PROJECTS\SADDLE CREEK\Redewelopment Agreement(Bushido).docrawrat__ ,1ULlE A.STA1/NEiAK
re My Comm.Exp.Sept.S,2007
- 8 -
Omaha, NE 68183
(2) Developer:
Bushido University, LLC
do Jason Kulbel
Saddle Creek Records
P.O. Box 8554
Omaha, NE 68108
Either party may designate additional representatives or substitute representatives by giving
written notice thereof to the designated representative of the other party.
1044
Executed this 7 day of J,7 , 2006.
ATTEST: ` e; CITY OF OMAHA:
CITY CL
ERK O_ THE CITY OF OMAHA MAYOR OF THE CIT OF OMAHA
- 7 -
tion. This Contract contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are
expressly set forth herein. No agent,employee or other representative of either party
is empowered to alter any of the terms herein unless done in writing and signed by an
authorized officer of the respective parties.
7.8 Assignment. The Developer may not assign its rights under this contract without the
express prior written consent of the City; such consent not to be unreasonably
withheld. The Mayor may,without City Council approval, approve, in writing,the
assignment of all rights hereunder to a successor entity owned by,or under common
control with Developer.
- 6 -
ole
judgment. Developer shall notify City of its objections to the Commitment prior to expiration of the
30 day period. After such notice,City shall endeavor to have the Developer's objections cured to the
Developer's satisfaction within thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
1
EXHIBIT A
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LANDSCAPE PLAN I I - I I - I - I \ I ' I - I
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her party may designate additional representatives or substitute representatives by giving
written notice thereof to the designated representative of the other party.
1044
Executed this 7 day of J,7 , 2006.
ATTEST: ` e; CITY OF OMAHA:
CITY CL
ERK O_ THE CITY OF OMAHA MAYOR OF THE CIT OF OMAHA
- 7 -
tion. This Contract contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are
expressly set forth herein. No agent,employee or other representative of either party
is empowered to alter any of the terms herein unless done in writing and signed by an
authorized officer of the respective parties.
7.8 Assignment. The Developer may not assign its rights under this contract without the
express prior written consent of the City; such consent not to be unreasonably
withheld. The Mayor may,without City Council approval, approve, in writing,the
assignment of all rights hereunder to a successor entity owned by,or under common
control with Developer.
- 6 -
ole
judgment. Developer shall notify City of its objections to the Commitment prior to expiration of the
30 day period. After such notice,City shall endeavor to have the Developer's objections cured to the
Developer's satisfaction within thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
, EXHIBIT B
, ^ .
ADMINISTRATIVE REPLAT
Lots 1 and 2, UNION PACIFIC PLACE REPLAT 1, being an administrative replotting of Lot 8, UNION PACIFIC
PLACE, each Lot described as follows: SEE ATTACHED SHEET FOR COMPLETE LEGAL DESCRIPTION
\ L _ - --- - -
Cuming_K,,
Street
\ so 0 so 100
\ •
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ice. OJJ \
t z 89809 S0. FT. 1
2.062 ACRES I
— _ _ ---1 Lot I \ I
I
1 ~ ` R=804.48' I 1
'�
1 S33'48'16"E
C=87.83' I S36'S6'kE
A=87.87' 1 17.06' \ 1
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Ico 0S02'24'32"E \502'24'32"E\
n 11.00' ���62.18'
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i (' S87'38'40"W \\ \
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1 - t. 66.00' w
0
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I oN"- Lo1 2 o N
I u O N
J
_ l g S87'38'40"W r"- S87'38'40"W ——
131.00' Point of
— - Point of 131.09' Beginning
Beginning (Lot 2)
(Lot 1)
Webster Street
L: en 00006 00006.13 dw \0006.13R100
Book Page Date October 7, 2005 Dwn.By JLK Job Number 00006.13-404
alL Lamp,.Rynea>rson &Associates, Inc. WWW.LRA-INC.COM
14710 West Dodge Road,Suite 100 (Ph) 402.496.2498
Omaha,Nebraska 68154-2027 (Fax) 402.496.2730 / q i!I73 D
express prior written consent of the City; such consent not to be unreasonably
withheld. The Mayor may,without City Council approval, approve, in writing,the
assignment of all rights hereunder to a successor entity owned by,or under common
control with Developer.
- 6 -
ole
judgment. Developer shall notify City of its objections to the Commitment prior to expiration of the
30 day period. After such notice,City shall endeavor to have the Developer's objections cured to the
Developer's satisfaction within thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
CITY OF OMAHA, NEBRASKA
ADMINISTRATIVE SUBDIVISION
Lots 1 and 2, UNION PACIFIC PLACE REPLAT1, being an administrative replatting of
Lot 8, UNION PACIFIC PLACE, a subdivision, as surveyed, platted and recorded in Douglas
County, Nebraska, each Lot described as follows:
Lot 1
' Beginning at the intersection of the north right of way line of Webster Street and the east
right of way line of 14th Street,said point being the southwest corner of Lot 8, UNION PACIFIC
PLACE;
Thence North 03°00'22"West for 284.09 feet along said east right of way line to an angle
point therein;
Thence North 02°40'50"West for 100.07 feet along said east right of way line to an angle
point therein;
Thence North 02°21'22"West for 218.63 feet along said east right of way line to the
south right of way line of the Union Pacific Railroad;
Thence South 37°02'05"East for 122.11 feet along said south right of way line to an
angle point therein;
Thence South 30°40'31" East for 296.71 feet along said south right of way line;
Thence along a curve to the left(having a radius of 804.48 feet and a long chord bearing
South 33°48'16"East for 87.83 feet)for an arc length of 87.87 feet along said south right of way
line;
Thence South 36°56'01"East for 17.06 feet along said south right of way line to the west
right of way line of 13th Street;
Thence South 02°24'32"East for 62.18 feet along said west right of way line;
Thence South 87°38'40"West for 66.00 feet;
Thence South 02°24'32"East for 11.00 feet;
Thence South 87°38'40"West for 65.00 feet;
Thence South 02°24'32"East for 79.00 feet to the north right of way line of Webster
Street;
Thence South 87°38'40"West for 131.09 feet along said north right of way line to the
Point of Beginning.
Contains 2.062 acres or 89,809 square feet.
Lot 2
Beginning at the intersection of the north right of way line of Webster Street and the west
right of line of 13'"Street, said point being the southeast corner of Lot 8, UNION PACIFIC
PLACE, a subdivision, as surveyed, platted and recorded in Douglas County, Nebraska;
Thence South 87°38'40"West for 131.00 feet along said north right of way line;
Thence North 02°24'32"West for 79.00 feet;
Thence North 87°38'40"East for 65.00 feet;
Thence North 02°24'32"West for 11.00 feet;
Thence North 87°38'40"East for 66.00 feet to a the west right of way line of 13`"Street;
Thence South 02°24'32" East for 90.00 feet along said west right of way line to the Point
of Beginning.
Contains 0.254 acres or 11,075 square feet.
SURVEYOR'S CERTIFICATE
I hereby certify that I have surveyed and placed permanent
markers at all corners of all lots being platted.
gRS4.'
�;isiAE;gF•;9 �4
Land Surveyor f f 13-545 Date
44,K Kph n gn q r r30
ithin thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
EXHIBIT C
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933(THE"
'33 ACT") AND MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR HYPOTHECATED
UNLESS A REGISTRATION STATEMENT UNDER THE '33 ACT SHALL BE IN EFFECT
WITH RESPECT THERETO AND THERE SHALL HAVE BEEN COMPLIANCE WITH THE'33
ACT AND ALL APPLICABLE RULES AND REGULATIONS THEREUNDER, OR THERE
SHALL HAVE BEEN DELIVERED TO THE CITY OF OMAHA PRIOR TO TRANSFER,
ASSIGNMENT, SALE OR HYPOTHECATION AN OPINION OF COUNSEL,SATISFACTORY
TO THE CITY OF OMAHA TO THE EFFECT THAT REGISTRATION UNDER THE'33 ACT IS
NOT REQUIRED.
REDEVELOPMENT PROMISSORY NOTE
$1,349,100.00 /4a, , 2006
FOR VALUE RECEIVED,the Undersigned,Borrower,promises to pay Bushido University,
LLC,Holder,and/or its assigns,the principal sum of$1,349,100.00,together with interest thereon at
the rate of 7.25% per annum from the date of the execution of this Note until paid in full. The
principal balance and interest thereon shall be due and payable to the holder of said Redevelopment
Promissory Note as and at such time as any excess ad valorem taxes generated by the Redevelopment
Project as set forth in that certain Redevelopment Agreement dated the ,Z,1 day of
Lac , 20 0, by and between the City of Omaha, Borrower, and the
Holder,(the'/Redevelopment Agreement")are collected by the City of Omaha and available for the
retirement of this debt.
In the event of default under said Redevelopment Promissory Note,all sums secured by this
Note or any other agreement securing this Note shall bear interest at a rate equal to five percent(5%)
above the regional prime, from time to time, however, in the event said interest rate exceeds the
maximum rate allowable by law then such rate of interest shall equal the highest legal rate available.
Borrower may prepay the principal amount outstanding in whole or in part,without the prior
consent of the Holder.
In the event the monies collected and held in that special fund established under Section
18-2147 of the Nebraska Revised Statutes and pursuant to the Redevelopment Agreement are
insufficient to pay in full all amounts due and owing at a date fifteen (15) years from the effective
date of the Redevelopment Plan, and all excess ad valorem taxes generated by the Redevelopment
Project,as set forth in the Redevelopment Agreement,have been collected by the City of Omaha and
have been paid, immediately upon being available, towards the retirement of the amounts due
hereunder,then,at said date fifteen(15)years from the effective date of the Redevelopment Plan,the
Holder shall waiver any unpaid portion of the principal and interest due upon written request of the
City of Omaha.
44,K Kph n gn q r r30
ithin thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
In the event this Note is referred to an attorney for collection the Holder shall be entitled to
reasonable attorney fees allowable by law and all Court costs and other expenses incurred in
connection with such collection.
The Borrower shall be in default in the event the Borrower shall fail to pay,when due, any
amount required hereunder.
Unless prohibited by law,the Holder may, at its option,declare the entire unpaid balance of
principal and interest immediately due and payable without notice or demand at any time after
default, as such term is defined in this paragraph.
Holder may at any time before or after default, exercise his right to set off all or any portion
of the indebtedness evidenced hereby against any liability or indebtedness of the Holder to the
Borrower without prior notice to the Borrower.
Demand, presentment, protest and notice of nonpayment under this Redevelopment
Promissory Note are hereby waived.
No delay or omission on the part of the Holder in exercising any remedy, right or option
under this Redevelopment Promissory Note shall operate as a waiver of such remedy,right or option.
In any event, a waiver on any one occasion shall not be construed as a waiver or bar to any such
remedy, right or option on a future occasion.
Any notice provided for in this Redevelopment Promissory Note to the Borrower or the
Holder shall be in writing and shall be given by regular mail to the Holder or Borrower, or at such
other address as either party may designate by notice in writing.
This Redevelopment Promissory Note shall be governed by and construed in accordance with
the Laws of the State of Nebraska. All payments hereunder shall be payable in lawful money of the
United States of America and shall be legal tender for public and private debts at the time of
payment.
CITY OF OMAHA, a Municipal Corporation
By: bl,tb.c
Mayor of the City o maha Date
ATTEST:.PST: ( APPROV AS T RM:
(‘;‘) C
City Clerk of the City of Omaha Date City Atto ey Date
pursuant to the Redevelopment Agreement are
insufficient to pay in full all amounts due and owing at a date fifteen (15) years from the effective
date of the Redevelopment Plan, and all excess ad valorem taxes generated by the Redevelopment
Project,as set forth in the Redevelopment Agreement,have been collected by the City of Omaha and
have been paid, immediately upon being available, towards the retirement of the amounts due
hereunder,then,at said date fifteen(15)years from the effective date of the Redevelopment Plan,the
Holder shall waiver any unpaid portion of the principal and interest due upon written request of the
City of Omaha.
44,K Kph n gn q r r30
ithin thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
EXHIBIT D
Railroad Proximity Covenant
Grantee and each subsequent fee owner of all or any portion of the Property
("Subsequent Owner") acknowledges that the property in proximity to the
northeasterly and southwesterly boundary lines of the Property are dedicated and used
for railroad purposes,that railroad operations may create noise,vibrations,fumes and
odors twenty-four (24) hours a day, and that the amount, nature and intensity of
railroad operations may increase or change (collectively, the "Permitted Effects").
Grantee and each Subsequent Owner accept the Property subject to the existence of
the Permitted Effects. By acceptance of the Property,Grantee and each Subsequent
Owner agrees that at its sole cost and expense, as part of the development of the
Property, it shall design and install and/or construct and thereafter maintain
improvements to reduce or limit the Permitted Effects and to comply with all
governmental requirements, if any, which may be imposed as a condition to the
development and use of the Property because of the Permitted Effects.
Grantee and each Subsequent Owner further agrees that it shall not and
hereby waives all rights to(1)institute legal proceedings against Grantor to reduce or
lessen the Permitted Effects, and (2) directly or indirectly participate in petition
drives, lobbying efforts or other intentional acts seeking the enactment of federal,
state or local laws or ordinances to reduce or lessen the Permitted Effects. In the
event of the breach of such covenants, the breaching party shall reimburse Grantor
for all costs incurred by Grantor to comply with any such orders,laws or ordinances,
including, without limitation, damages, attorney fees and court costs.
Grantee and each Subsequent Owner further agrees that if it leases all or any
portion of the Property to others ("Tenants"), it shall require all Tenants to
acknowledge the location of the railroad operations abutting the Property and the
existence of the Permitted Effects, and to comply with the foregoing covenants.
The above covenants are covenants which run with the Property, the burdens of which
will be binding on the successors and assigns of Grantee, and the benefits of which will inure to
the successors and assigns of Grantor.
Executed this 7'ay of i e% 77 , 2006.
ATTEST: ,, .
CITY OF OMAHA:
CI z .,�LERK 0 THE �I,t.TTY OF OMAHA MAYOR OF THE CI OF OMAH
-
r
development Plan,the
Holder shall waiver any unpaid portion of the principal and interest due upon written request of the
City of Omaha.
44,K Kph n gn q r r30
ithin thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
Executed this , day of Mai/ , 2006.
DEVELOPER:
BUSHIDO UNIVERSITY, LLC
By Q-M /1 'l4/l41
r 'ROVED • OF•
ITY ATTORNEY _.'
STATE OF NEBRASKA )
)ss.
COUNTY OF DOUGLAS )
The foregoing Redevelopment Agreement was acknowledged before me this (-day of
, 2006 by Mike Fahey, Mayor of the City of Omaha.
Notary Public, State of Nebraska
My commission expires on k//&/0 7 .
GENERAL NOTARY-State of Nebraska
I CYNTHIA I.FORD
- My Comm.Exp.Aug.16,2007
STATE OF NEBRASKA )
)ss.
COUNTY OF DOUGLAS )
The foregoing Redevelopment Agreement was acknowledged before me this I day of
TY1ai,rrA-1 ,2006 by ci.50'l to/be l , US hi a /Jhi vcrs
No ublic, tate of Nebraska
My commission expires on
GENERAL NOTARY.State of Nebraska
JUUE A.STAVNEAK
J ,„ My Comm.Exp.Sept 8,2007
h may be imposed as a condition to the
development and use of the Property because of the Permitted Effects.
Grantee and each Subsequent Owner further agrees that it shall not and
hereby waives all rights to(1)institute legal proceedings against Grantor to reduce or
lessen the Permitted Effects, and (2) directly or indirectly participate in petition
drives, lobbying efforts or other intentional acts seeking the enactment of federal,
state or local laws or ordinances to reduce or lessen the Permitted Effects. In the
event of the breach of such covenants, the breaching party shall reimburse Grantor
for all costs incurred by Grantor to comply with any such orders,laws or ordinances,
including, without limitation, damages, attorney fees and court costs.
Grantee and each Subsequent Owner further agrees that if it leases all or any
portion of the Property to others ("Tenants"), it shall require all Tenants to
acknowledge the location of the railroad operations abutting the Property and the
existence of the Permitted Effects, and to comply with the foregoing covenants.
The above covenants are covenants which run with the Property, the burdens of which
will be binding on the successors and assigns of Grantee, and the benefits of which will inure to
the successors and assigns of Grantor.
Executed this 7'ay of i e% 77 , 2006.
ATTEST: ,, .
CITY OF OMAHA:
CI z .,�LERK 0 THE �I,t.TTY OF OMAHA MAYOR OF THE CI OF OMAH
-
r
development Plan,the
Holder shall waiver any unpaid portion of the principal and interest due upon written request of the
City of Omaha.
44,K Kph n gn q r r30
ithin thirty(30)days after receiving notice thereof,and if such objections
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
EXHIBIT E
EQUAL EMPLOYMENT OPPORTUNITY CLAUSE
During the performance of this contract, the Developer agrees as follows:
(1) The Developer shall not discriminate against any employee or applicant for employment
because of race,religion,color,sex,national origin,or disability as defined by the Americans
With Disabilities Act of 1990 and Omaha Municipal Code 13-82. The Developer shall take
affirmative action to ensure that applicants are employed and that employees are treated
during employment without regard to their race,religion, color, sex or national origin. The
Developer shall take all actions necessary to comply with the Americans With Disabilities
Act of 1990 and Omaha Municipal Code (Chapter 13) including, but not limited to,
reasonable accommodation. As used herein, the word "treated" shall mean and include,
without limitation, the following: Recruited, whether advertising or by other means;
compensated;selected for training,including apprenticeship;promoted;upgraded;demoted;
downgraded;transferred;laid off;and terminated. The Developer agrees to and shall post in
conspicuous places, available to employees and applicants for employment, notices to be
provided by the contracting officers setting forth the provisions of this nondiscrimination
clause.
(2) The Developer shall, in all solicitations or advertisements for employees placed by or on
behalf of the Developer, state that all qualified applicants will receive consideration for
employment without regard to race, religion, color, sex, national origin, or disability as
recognized under 42 USCS 12101 et seq.
(3) The Developer shall send to each labor union or representative of workers with which he has
a collective bargaining agreement or other contract or understanding a notice advising the
labor union or worker's representative of the Developer's commitments under the Equal
Employment Opportunity Clause of the City and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(4) The Developer shall furnish to the contract compliance officer all Federal forms containing
the information and reports required by the Federal government for Federal contracts under
Federal rules and regulations,and including the information required by Sections 10-192 to
10-194, inclusive, and shall permit reasonable access to his records. Records accessible to
the Contract Compliance Officer shall be those which are related to Paragraphs(1)through
(7) of this subsection and only after reasonable notice is given the Developer. The purpose
for this provision is to provide for investigation to ascertain compliance with the program
provided for herein.
tions
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
(5) The Developer shall take such actions with respect to any subcontractor as the City may
direct as a means of enforcing the provisions of Paragraphs(1)through(7)herein,including
penalties and sanctions for noncompliance; however, in the event the Developer becomes
involved in or is threatened with litigation as the result of such directions by the City, the
City will enter into such litigation as necessary to protect the interests of the City and to
effectuate the provisions of this division; and in the case of contracts receiving Federal
assistance, the Developer or the City may request the United States to enter into such
litigation to protect the interests of the United States.
(6) The Developer shall file and shall cause his subcontractor,if any,to file compliance reports
with the Developer in the same form and to the same extent as required by the Federal
government for Federal contracts under Federal rules and regulations. Such compliance
reports shall be filed with the Contract Compliance Officer. Compliance reports filed at such
times as directed shall contain information as to the employment practices, policies,
programs and statistics of the Developer and his subcontractor.
(7) The Developer shall include the provisions of Paragraphs (1) through (7) of this Section,
"Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or
purchase order so that such provisions will be binding upon each subcontractor or vendor.
ideration for
employment without regard to race, religion, color, sex, national origin, or disability as
recognized under 42 USCS 12101 et seq.
(3) The Developer shall send to each labor union or representative of workers with which he has
a collective bargaining agreement or other contract or understanding a notice advising the
labor union or worker's representative of the Developer's commitments under the Equal
Employment Opportunity Clause of the City and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(4) The Developer shall furnish to the contract compliance officer all Federal forms containing
the information and reports required by the Federal government for Federal contracts under
Federal rules and regulations,and including the information required by Sections 10-192 to
10-194, inclusive, and shall permit reasonable access to his records. Records accessible to
the Contract Compliance Officer shall be those which are related to Paragraphs(1)through
(7) of this subsection and only after reasonable notice is given the Developer. The purpose
for this provision is to provide for investigation to ascertain compliance with the program
provided for herein.
tions
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
EXHIBIT F
SOIL LEAD CONSIDERATIONS IN REDEVELOPMENT AREA
The following criteria and procedures should be used in redevelopment on Lots 8 and 9, Union
Pacific Place, Omaha, Douglas County,Nebraska:
> Soils that will be disturbed with soil concentrations higher than 1218 parts per million(PPM)
shall be removed and disposed in the proper manner, and workers in the area must be
informed of the risks and safety precautions must be used.This will occur down to the depth
of possible future excavation for building foundations, utilities, etc. A restrictive covenant
will specify this depth and prohibit excavation below this depth unless approved by EPA.
> For residential use, soil lead levels must be below 400 PPM or if over 400 PPM, the soil
must be covered by one foot of clean fill(less than 200 PPM)and"capped"with a basement
floor. This will occur down to the depth of possible future excavation for building
foundations, utilities, etc. A restrictive covenant will specify this depth and prohibit
excavation by homeowners below this depth unless approved by EPA.
Further Requirements:
➢ Green space shall have soils less than 400 PPM lead. If soil contains greater than 400 ppm
lead it shall be covered with a minimum of one foot of clean fill(with lead concentration less
than 200 ppm lead) if covered by turf grass. If deeper plantings are installed, the entire
excavation should be replaced with clean fill (with lead concentration less than 200 ppm
lead). Soil removed from plantings shall be disposed as a solid or hazardous waste as
appropriate in accordance with local, state and federal laws and regulations.
> For commercial or industrial use, parking lots, sidewalks or buildings may cover soil with
lead concentrations less than 1218 PPM. If soil contains greater than 1218 ppm lead it shall
be covered with a minimum of one foot of clean fill (with lead concentration less than 200
ppm lead) prior to installation of parking lots or side walks. Any soil removed during
construction or excavation in these areas where soil is less than 1218 ppm lead may be
replaced in the excavated area. Soil that is not reused as fill under these areas shall be
disposed as a solid or hazardous waste as appropriate in accordance with local, state and
federal laws and regulations.
Covenants for properties with soils higher than 400 PPM shall require annual inspection of the
"capping system"and proper maintenance to insure the integrity of the"capping system"and protect
human health and the environment.The site shall also be reviewed to determine that any construction
or excavation has been in accordance with the covenant.
provide for investigation to ascertain compliance with the program
provided for herein.
tions
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
03-W4 mo 1i:45 tHUM-NSEI LUAN DEFT 4027789282 T-510 P002/002 F-906
•
Exhibit"A"
•
ASSIGNMENT OF REDEVELOPMENT PROMISSORY NOTE
The undersigned Bushido University,LLC(Assignor), for value received,does hereby
sell,assign,transfer,and set over unto Nebraska State Bank of Omaha(Assignee),all
monies due or to become due under a certain Redevelopment Promissory Note in the
amount of one million three hundred forty-nine thousand one hundred dollars and no/100
($1,349,100.00)(Note)between Assignor and The City of Omaha,a Municipal
Corporation,said Note relating to a Redevelopment Agreement dated May 4,2006
between the Assignor and the City of Omaha.
Assignor represents and warrants that there are no defenses,offsets,or counter claims to
such Note,and that such Note has not been transferred,assigned or otherwise disposed
of,and is now owned by the Assignor free and clear of all liens and encumbrances of any
nature whatsoever.
Assignor hereby nominates,constitutes and appoints the Assignee as the true and lawful
attorney-in-fact of the Assignor in its name,place,and stead to receive,receipt and sue
for all monies due upon such note,to endorse the name of the Assignor on all commercial
paper given in payment or in part payment thereof,and to settle,adjust,or compromise
any claim thereunder as fully as the Assignor.could do itself,and that it will deliver to the
Assignee all sums which may be collected by it thereon.
Dated this day of
Bushido University,LLC
By:
Acknowledgement by the City of Omaha:
We have received your notice of this Assignment and agree that no other party has
notified us of an Assignment on pledging of the Note.
By: ;10.4 Date /�G�y /6'
A'TTES APPROVED AS TO F •
4.)--/0/04-
ei y Clerk of the City of Omaha ,/k ycity Attorney
be covered with a minimum of one foot of clean fill (with lead concentration less than 200
ppm lead) prior to installation of parking lots or side walks. Any soil removed during
construction or excavation in these areas where soil is less than 1218 ppm lead may be
replaced in the excavated area. Soil that is not reused as fill under these areas shall be
disposed as a solid or hazardous waste as appropriate in accordance with local, state and
federal laws and regulations.
Covenants for properties with soils higher than 400 PPM shall require annual inspection of the
"capping system"and proper maintenance to insure the integrity of the"capping system"and protect
human health and the environment.The site shall also be reviewed to determine that any construction
or excavation has been in accordance with the covenant.
provide for investigation to ascertain compliance with the program
provided for herein.
tions
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS, that the CITY OF OMAHA, a Municipal
Corporation in the State of Nebraska, hereinafter referred to as CITY, in consideration of One
Dollar ($1.00) and other valuable consideration in hand paid, does hereby grant, bargain, sell,
convey and confirm unto Bushido University, LLC, a Nebraska Limited Liability Corporation,
hereinafter referred to as Grantee, the following described real estate, situated in the County of
Douglas and State of Nebraska to-wit:
Lot 1, Union Pacific Place Replat 1, a replatting of Lot 8 Union Pacific Place, an addition
to the City of Omaha, as surveyed,platted and recorded, in Douglas County, Nebraska,
together with all the tenements, hereditaments, and appurtenances to the same belonging, and all
the estate, title, claim or demand whatsoever of the CITY of, in, or any part thereof.
TO HAVE AND TO HOLD the above described premises, with the appurtenances, unto
the Grantee and to its successors and assigns forever, and the CITY for itself and its successors
and assigns, do covenant with said Grantee and its successors and assigns that the CITY is
lawfully seized of said premises, that they are free from encumbrance except those of record, that
the CITY has good right and lawful authority to sell the same and that the CITY will and its
successors and assigns shall warrant and defend the same unto the said Grantee and its successors
and assigns forever, against the lawful claims of all persons whomsoever.
IN WITNESS WHEREOF, the CITY OF OMAHA, a Municipal Corporation, has caused
these presents to be executed by its Mayor and its Corporate Seal to be affixed hereto this T
day of /n , 2006.
THE CITY OF OMAHA,
(Corporate Seal) A Municipal Corporation
By: l.t.b..t
ATTEST: APPROVED S O
‘TY CLE K ASSISTANT CITY AT
nimum of one foot of clean fill (with lead concentration less than 200
ppm lead) prior to installation of parking lots or side walks. Any soil removed during
construction or excavation in these areas where soil is less than 1218 ppm lead may be
replaced in the excavated area. Soil that is not reused as fill under these areas shall be
disposed as a solid or hazardous waste as appropriate in accordance with local, state and
federal laws and regulations.
Covenants for properties with soils higher than 400 PPM shall require annual inspection of the
"capping system"and proper maintenance to insure the integrity of the"capping system"and protect
human health and the environment.The site shall also be reviewed to determine that any construction
or excavation has been in accordance with the covenant.
provide for investigation to ascertain compliance with the program
provided for herein.
tions
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
• Warranty Deed
' Page -2-
STATE OF NEBRASKA )
) SS
COUNTY OF DOUGLAS )
On this —&day of 7i' _._ , 2006, before me, the undersigned, a Notary Public in
and for said County, personally came e4-L , Mayor and
f t ct& , KI-4.-r vn., , City Clerk of the City of Omaha, a Municipal Corporation, to
me personally known to be the Mayor and the City Clerk and who executed the above
conveyance, and acknowledged the execution thereof to be the voluntary act and deed of the City
of Omaha, a Municipal Corporation, and that the Corporate Seal of the City of Omaha was
thereto affixed by its authority.
In testimony whereof, I have hereunto set my hand and affixed my Notary Seal at Omaha
in Douglas County, on the day and date last above written.
GENERAL NOTARY-State of Nebraska
1/..,_
CYNTHIA I.FORD
My Comm.Exp.Aug.16,2007 ,�
NOTARY PUBLIC
My Commission expires g//c./6 7
Y for itself and its successors
and assigns, do covenant with said Grantee and its successors and assigns that the CITY is
lawfully seized of said premises, that they are free from encumbrance except those of record, that
the CITY has good right and lawful authority to sell the same and that the CITY will and its
successors and assigns shall warrant and defend the same unto the said Grantee and its successors
and assigns forever, against the lawful claims of all persons whomsoever.
IN WITNESS WHEREOF, the CITY OF OMAHA, a Municipal Corporation, has caused
these presents to be executed by its Mayor and its Corporate Seal to be affixed hereto this T
day of /n , 2006.
THE CITY OF OMAHA,
(Corporate Seal) A Municipal Corporation
By: l.t.b..t
ATTEST: APPROVED S O
‘TY CLE K ASSISTANT CITY AT
nimum of one foot of clean fill (with lead concentration less than 200
ppm lead) prior to installation of parking lots or side walks. Any soil removed during
construction or excavation in these areas where soil is less than 1218 ppm lead may be
replaced in the excavated area. Soil that is not reused as fill under these areas shall be
disposed as a solid or hazardous waste as appropriate in accordance with local, state and
federal laws and regulations.
Covenants for properties with soils higher than 400 PPM shall require annual inspection of the
"capping system"and proper maintenance to insure the integrity of the"capping system"and protect
human health and the environment.The site shall also be reviewed to determine that any construction
or excavation has been in accordance with the covenant.
provide for investigation to ascertain compliance with the program
provided for herein.
tions
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
OWNER'S AFFIDAVIT
The City of Omaha, Nebraska
The undersigned, being first duly sworn on oath, deposes and states as follows:
1. That the City named herein is the owner of the real estate legally described in Commitment no.
694033 and commonly known as 725 North 14th Street, Omaha, NE.
2. The undersigned Mayor of the City is authorized to execute this affidavit,
has the ability to execute all instruments necessary to convey the premises pursuant to the action
of the City Council and is of full legal age and in every respect competent to
certify to the statements contained herein.
3. That the City has owned the real estate continuously for the last 5 years and 5 months.
4. That no proceedings in bankruptcy or receivership have been instituted by or against the
City within the last ten years, and the City has never made an assignment for the benefit of
creditors, except as follows:
5. That there is no case pending in any state or federal court in the United States to which the
City is a party nor, except as appearing on the closing statement, is there any state or federal
court judgment, state or federal lien of any kind against the City which would constitute a lien or
change upon the real estate, except as follows:
6. That, except as disclosed on the above referenced commitment, there are no unrecorded
easements, party walls, agreements or rights-of way which encumber the real estate, except as
follows:
7. That, except as appearing on the closing statement there are not any delinquent real estate
taxes or unpaid current real estate taxes, nor any pending or levied assessments on the real
estate, including but not limited to those for trees, sidewalks, streets, sewers and water lines,
except as follows:
8. That the City is in sole possession of the real estate, and that no other person has possession, or
has right of possession under any tenancy, lease or other agreement, written or oral, except as
follows:
9. That no labor, services or materials have been furnished in the erection, alteration, repair or
removal of a building or structure upon the real estate during the last 9 months, except as
follows:
U.S._Nebraska_Owner's Affidavit Business Enitity_Rev.(7/12/04) Page 1 of 3 Pages
ovenants for properties with soils higher than 400 PPM shall require annual inspection of the
"capping system"and proper maintenance to insure the integrity of the"capping system"and protect
human health and the environment.The site shall also be reviewed to determine that any construction
or excavation has been in accordance with the covenant.
provide for investigation to ascertain compliance with the program
provided for herein.
tions
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
10, That, except as appearing on the closing statement there are no unpaid bills or claims for labor,
services, or materials, nor any improvements or repair contracts, home improvement loans,
recorded or unrecorded deeds of trust, mortgages or financing statements which affect the real
estate, except as follows:
11. That any Home Equity Line of Credit will no longer be used and all checks and/or credit cards
associated with the account have or will be destroyed, and that the account has been closed
12. That the affiant has no knowledge or notice of any claim of ownership or other interest by any
other person in all or any part of the property, including but not limited to any boundary line
disputes which may affect the size or location of improvements on the property or the size or
location of improvements (e.g., fences, driveways) on neighboring property, and has no
knowledge of any encroachments or improvements which affect the property or improvements
thereon, except as follows:
13. That access to the property has never been disputed by any person.
14. That all Homeowner's association assessments against the property have been paid.
15. That there is no "right of first refusal" or other restriction on the sale of the property that has not
been waived.
16. That there are no violations of any covenant or restriction in a deed or subdivision indenture..
The undersigned makes this affidavit for the purpose of inducing Security Land Title & Escrow and its title
insurance underwriter under commitment number 694033 to issue a policy of title insurance, knowing
that they will rely on the truth of the statements made herein, and expressly agrees to indemnify and
hold harmless Security Land Title & Escrow and its title insurance underwriter from any and all loss
including but not limited to attorney's fees and legal costs, arising from any inaccuracies contained
herein.
The City of Omaha, Nebraska
l3$K
By: Mike Fahey
Mayor
Buster Brown, City a7a
U.S._Nebraska_Owner's Affidavit Business Enitity_Rev.(7/12/04) Page 2 of 3 Pages
e real estate during the last 9 months, except as
follows:
U.S._Nebraska_Owner's Affidavit Business Enitity_Rev.(7/12/04) Page 1 of 3 Pages
ovenants for properties with soils higher than 400 PPM shall require annual inspection of the
"capping system"and proper maintenance to insure the integrity of the"capping system"and protect
human health and the environment.The site shall also be reviewed to determine that any construction
or excavation has been in accordance with the covenant.
provide for investigation to ascertain compliance with the program
provided for herein.
tions
cannot be cured within such time,then Developer may: (i)terminate this Agreement,whereupon the
same shall become null and void; or(ii) accept such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
State of Nebraska
County of Douglas J Ss.
On .14'Uc.-�— (A -O 0 ( , before me personally appeared `17P ,
, of The City of Omaha, Nebraska, a City, who being by me duly sworn
according to law and intending to be legally bound, and who executed the foregoing instrument, and
acknowledged that he/she executed the same as his/her free act and deed.
IN TES i IMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in the
County and State the day and year first above written.
, Notary Public
My term expires: e`/6/p 7 GENERAL NOTARY-State of Nebraska
CYNTHIA I.FORD
My Comm.Exp.Aug.16,2007
•
•
•
U.S._Nebraska_Owner's Affidavit Business Enitity_Rev.(7/12/04) Page 3 of 3 Pages
My Commiss. ' expires: 02/7 i/
OMA-294155-2
0
3
AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS
This Amendment to Declaration of Restrictive Covenants ("Amendment") is executed
, this day of , 2008, by Union Pacific Railroad
Company, a Delaware corporation ("Union Pacific"), the City of Omaha, Nebraska
("City"), and Bushido University, LLC, a Nebraska limited liability company
("Bushido"), hereinafter collectively referred to as "Declarants".
RECITALS:
A. Union Pacific was the owner of certain real property that was Previously operated
as a railroad maintenance facility and transferred to the City by deed recorded
with the Register of Deeds of Douglas County, Nebraska, on November 3, 2000,
at Book 2167, Pages 61 through 77 ("UP Property"). Restrictions were placed on
the UP Property as more fully described in Declarations of Restrictive Covenants
("Declarations") recorded with the Register of Deeds of Douglas County,
Nebraska, on November 3, 2000, at Book 1357, Pages 297 through 316 and on
August 21, 2001, at Book 1395, Pages 741 through 749. The Declarations prohibit
certain uses of the UP Property, including a prohibition on residential use.
B. The City redeveloped a portion of the UP Property as a convention center, parking
lot, and hotel. The City subsequently sold a portion of the UP Property to •
Bushido on May 11, 2006, specifically Lot 1, Union Pacific Place Replat 1, a
replatting of Lot 8 Union Pacific Place, as surveyed, platted and recorded, in
Douglas County, Nebraska (Book 2006, Page 53332). The property purchased by
Bushido from the City generally encompasses a portion of the area bounded by
13th and 14th Streets and Cumming to Webster Streets, and is described in Exhibit
"A" attached to this Amendment ("Saddlecreek Property").
C. Union Pacific has performed certain investigation and remediation activities
("Remediation") with respect to the contamination at the UP Property pursuant to
an Administrative Order on Consent, EPA Docket No. RCRA-7-2000-0026, dated
February 29, 2000, issued by the Environmental Protection Agency ("EPA")
under the authority of section 3008(h) of the Solid Waste Disposal Act,
commonly referred to as the Resource Conservation and Recovery Act of 1976
("RCRA"), as amended by the Hazardous and Solid Waste Amendments of 1984,
42 U.S.C. § 6928(h).
D. EPA has approved a remedial action plan ("RAP") identified as the "Final
Corrective Measure Decision Operable Unit No. 1, Union Pacific Railroad, 9th
and Webster Streets, Omaha, Nebraska, RCRA ID # NED000829754" dated June
12, 2000. EPA formally modified the RAP as set forth in the Final Corrective
Measure Decision Addressing the Portion of Operable Unit No. 1 Included in
Saddle Creek Records ("Modified RAP") on August 23, 2006. EPA's selection of
such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
IN WITNESS HEREOF, Bushido University, as the owner of the Saddlecreek Property,
and Union Pacific Railroad Company and the City of Omaha, Nebraska, as the parties to
the Declaration, have executed this Amendment to Restrictive Covenants.
• BUSHIDO UNIVERSITY, LLC, a
Nebraska limited liability company
By:
ROBB NANSEL, Manager
STATE OF NEBRASKA )
) ss.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this of
2008, by Robb Nansel who is the Manager of BUSHIDO UNIVERSITY, LLC, a
Nebraska limited liability company, and acknowledged said Amendment to Declaration
of Restrictive Covenants on behalf of BUSHIDO UNIVERSITY.
Notary Public
(SEAL)
3
_Owner's Affidavit Business Enitity_Rev.(7/12/04) Page 3 of 3 Pages
My Commiss. ' expires: 02/7 i/
OMA-294155-2
0
3
UNION PACIFIC RAILROAD
COMPANY, a Delaware corporation
By:
Title:
STATE OF NEBRASKA )
) ss.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this of
2008, by , who is the
of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, and
acknowledged said Amendment to Declaration of Restrictive Covenants on behalf of
UNION PACIFIC RAILROAD COMPANY.
Notary Public
(SEAL)
4
Nansel who is the Manager of BUSHIDO UNIVERSITY, LLC, a
Nebraska limited liability company, and acknowledged said Amendment to Declaration
of Restrictive Covenants on behalf of BUSHIDO UNIVERSITY.
Notary Public
(SEAL)
3
_Owner's Affidavit Business Enitity_Rev.(7/12/04) Page 3 of 3 Pages
My Commiss. ' expires: 02/7 i/
OMA-294155-2
0
3
ATTEST: CITY OF OMAHA
Adold12/
City Clerk of the City of Omaha Mayor of the City of aha
APPROV }fr.woo
ity Attorney of the y of Omaha
STATE OF NEBRASKA )
) ss.
COUNTY OF DOUGLAS )
nth The foregoing instrument was acknowledged before me this of �d� ytih ,
2008, by Mike Fahey, who is the Mayor of the CITY OF OMAHA, NEBRASKA, and
• acknowledged said Amendment to Declaration of Restrictive Covenants on behalf of the
CITY OF OMAHA, NEBRASKA. --
c-jkortt-r14 64-9e1711)24-11.-
(SEAL) Notary Publ
GENERAL NOTARY-State of Nebraska
, TAMMY SIODROWSKI
MY Comm.EV-Sea.4,2011
•
ary Public
(SEAL)
3
_Owner's Affidavit Business Enitity_Rev.(7/12/04) Page 3 of 3 Pages
My Commiss. ' expires: 02/7 i/
OMA-294155-2
0
3
This Amendment is hereby approved by the United States Environmental
Protection Agency this day of , 2008.
By:
Cecilia Tapia, Director Date
Superfund Division
U.S EPA Region VII
STATE OF )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this of
2008, by Cecilia Tapia, who is the Director, Superfund Division, United States
• Environmental Protection Agency, and acknowledged said Amendment to Declaration of
Restrictive Covenants on behalf of the UNITED STATES ENVIRONMENTAL
PROTECTION AGENCY.
Notary Public
(SEAL)
•
SKI
MY Comm.EV-Sea.4,2011
•
ary Public
(SEAL)
3
_Owner's Affidavit Business Enitity_Rev.(7/12/04) Page 3 of 3 Pages
My Commiss. ' expires: 02/7 i/
OMA-294155-2
0
3
EXHIBIT "A"
Saddlecreek Property
Lot 1, Union Pacific Place Replat 1, an Addition to the City of Omaha,
Douglas County, Nebraska.
•
ate
Superfund Division
U.S EPA Region VII
STATE OF )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this of
2008, by Cecilia Tapia, who is the Director, Superfund Division, United States
• Environmental Protection Agency, and acknowledged said Amendment to Declaration of
Restrictive Covenants on behalf of the UNITED STATES ENVIRONMENTAL
PROTECTION AGENCY.
Notary Public
(SEAL)
•
SKI
MY Comm.EV-Sea.4,2011
•
ary Public
(SEAL)
3
_Owner's Affidavit Business Enitity_Rev.(7/12/04) Page 3 of 3 Pages
My Commiss. ' expires: 02/7 i/
OMA-294155-2
0
3
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n Exhibit
"A" attached to this Amendment ("Saddlecreek Property").
C. Union Pacific has performed certain investigation and remediation activities
("Remediation") with respect to the contamination at the UP Property pursuant to
an Administrative Order on Consent, EPA Docket No. RCRA-7-2000-0026, dated
February 29, 2000, issued by the Environmental Protection Agency ("EPA")
under the authority of section 3008(h) of the Solid Waste Disposal Act,
commonly referred to as the Resource Conservation and Recovery Act of 1976
("RCRA"), as amended by the Hazardous and Solid Waste Amendments of 1984,
42 U.S.C. § 6928(h).
D. EPA has approved a remedial action plan ("RAP") identified as the "Final
Corrective Measure Decision Operable Unit No. 1, Union Pacific Railroad, 9th
and Webster Streets, Omaha, Nebraska, RCRA ID # NED000829754" dated June
12, 2000. EPA formally modified the RAP as set forth in the Final Corrective
Measure Decision Addressing the Portion of Operable Unit No. 1 Included in
Saddle Creek Records ("Modified RAP") on August 23, 2006. EPA's selection of
such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
t �
"NOTICETO PUBLIC" THE DAILY RECORD
The following Ordinance hass been sett for
City Council hearing on April 25,2006, at
2:00 p.m., in the Legislative Chambers, OF OMAIIA
Omaha/Douglas Civic Center, 1819 Farnam
Street, at which hearing all persons RONALD A. HENNINGSEN, Publisher
interested,may be heard.
AN ORDINANCE approving the execution PROOF OF PUBLICATION
of a Redevelopment Agreement between
the City of Omaha, a Municipal Corporation
and Bushido University, LLC, a Nebraska
Limited Liability Corporation; said UNITED STATES OF AMERICA,
Agreement authorizes approximately The State of Nebraska,
61,349,100.00 in Tax Increment Financing SS.
and the sale of real property located at the District of Nebraska,
southwest corner of North 14th and Webster County of Douglas,
Streets, and legally described as Lot 1,
UNION PACIFIC PLACE, REPLAT 1,being an City of Omaha,
administrative replatting of Lot 8 UNION
PACIFIC PLACE to Bushido University, LLC,
an addition to the City of Omaha, as J.BOYD
surveyed, platted and recorded in Douglas
County, Nebraska for the sum of being duly sworn,deposes and says that she is
6628,633.00 and other valuable
consideration; and to provide the effective LEGAL EDITOR
date hereof.
BUSTER BROWN,
City Clerk of THE DAILY RECORD, of Omaha, a legal newspaper, printed and
4-14-06 published daily in the English language, having a bona fide paid
circulation in Douglas County in excess of 300 copies, printed in
Omaha,in said County of Douglas,for more than fifty-two weeks last
past; that the printed notice hereto attached was published in THE
DAILY RECORD,of Omaha,on
April 14 , 2006
Th ' :' ,per during that time was r:_' arly published and
in ,ati'ici 9$t • the County of Dougl.- r :late of Nebraska.
NOTARY Subscribed in my/ ence and sworn to before
11sh&faeeyrla me this day of
ddit Anal Copies 20___CL6
(1 �� �� ,: Notary Publi i d o 1 -ounty,
to of Nebraska
Act,
commonly referred to as the Resource Conservation and Recovery Act of 1976
("RCRA"), as amended by the Hazardous and Solid Waste Amendments of 1984,
42 U.S.C. § 6928(h).
D. EPA has approved a remedial action plan ("RAP") identified as the "Final
Corrective Measure Decision Operable Unit No. 1, Union Pacific Railroad, 9th
and Webster Streets, Omaha, Nebraska, RCRA ID # NED000829754" dated June
12, 2000. EPA formally modified the RAP as set forth in the Final Corrective
Measure Decision Addressing the Portion of Operable Unit No. 1 Included in
Saddle Creek Records ("Modified RAP") on August 23, 2006. EPA's selection of
such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2
'NOTICE TO PUBLIC" . THE DAILY RECORD
ORDINANCE NO.37356
AN ORDINANCE approving the execution OF O�/ &II. 1 1rLA H A
, of a Redevelopment Agreement between
the City of Omaha, a Municipal Corporation
and Bushido University, LLC, a Nebraska RONALD A. HENNINGSEN, Publisher
Limited Liability Corporation; said
PROOF OF PUBLICATION
Agreement authori zes approximately
S1,349,100.00 in Tax Increment Financing
and the sale of real property located at the
southwest corner of North 14th and Webster UNITED STATES OF AMERICA,
Streets, and legally described as Lot 1,
UNION PACIFIC PLACE, REPLAT 1, being an The State of Nebraska, SS.
administrative replatting of Lot 8 UNION District of Nebraska,
PACIFIC PLACE to Bushido University, LLC,
an addition to the City of Omaha, as County of Douglas,
surveyed, platted and recorded in Douglas Cityof Omaha,
County, Nebraska for the sum of
$628,633.00 and other valuable
consideration; and to provide the effective J.BOYD
date hereof.
SUMMARY:
AN ORDINANCE approving the execution of being duly sworn,deposes and says that she is
a Redevelopment Agreement between the
City of Omaha, a Municipal Corporation and LEGAL EDITOR
Bushido University, LLC,a Nebraska Limited
Liability Corporation; said Agreement of THE DAILY RECORD, of Omaha, a legal newspaper,printed and
authorizes approximately S1,349,100.00 in
Tax Increment Financing and the sale of real published daily in the English language, having a bona fide paid
property located at the southwest corner of circulation in Douglas County in excess of 300 copies, printed in
North 1.4th and Webster Streets, and legally
described as Lot 1, UNION PACIFIC PLACE, Omaha,in said County of Douglas,for more than fifty-two weeks last
REPLAT 1,being an administrative replatting past; that the printed notice hereto attached was published in THE
of Lot 8 UNION PACIFIC MACE to Bushido
University, LLC, an addition to the Cityof DAILY RECORD,of Omaha,on
Omaha, as surveyed, platted and recorded
in Douglas County,Nebraska for the sum of May 10 , 2006
S628,633.00 and other valuable
consideration; and to provide the effective
date hereof.
PASSED: May 2,2006,7-0
APPROVED BY:
MIKE FAHEY 5/4/06
MAYOR OF THE That _ per duringthat time was re arl published and
CITY OF OMAHA Y
BUSTER BROWN, in g ' the County of Douglas tate of Nebraska.
City Clerk �5-10-06
Subscribed in my s nce anto before
jb !r' 'XP REs$ 3 me this 1 day of
Ma 20 06
A itiohal Copies k
sT�MAC 6
'ota .... �.�
rE Of N Notary Publi d r ouglas County,
of Nebraska
on August 23, 2006. EPA's selection of
such easements,restrictions or covenants,in which
event the matter may be excepted from the warranties in the deed of conveyance of the property.
- 5 -
e
Finance Director Public Works Director
P:\PIN3\6414sap.doc
for the purpose of removing a certain restrictive covenant hereinafter described which all
parties in interest agree inhibits development and beneficial use of a portion of the Phase II
Redevelopment Area.
OMA-294125-2
enter into such litigation to protect the interests of the United States.
OM-215080-2