ORD 35553 Union Pacific Headquarters Redevelopment Agreement - Downtown Northwest Redevelopment Plan ,
Na._ 99Z
Amendment requested by the Law Department.
/ 1
li
RECEIVE
PresenLcd,t Council:
APR 1 7 2WJI- Approved -O
Buster Brown
City Clerk
•
MOTION BY COUNCILMEMBER Quij21_02_7474,Let
I hereby move to amend Council Document No. q f , Current Series, to wit:
I. Add the following language to Section 1 of the proposed ordinance after the word
"Company":
"upon the receipt of irrevocable pledges for private donations in the aggregate amount of
not less than three million, four hundred and seventy thousand (S3,470,000 dollars in a foini
satisfactory to the City Finance Director and the City Attorney"
APPROVED AS TO FORM:
_Dep ty ty t o ey D e
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Y
No. 992
Amendment requested by the Law Depaitnient.
// L i.—
RECEIVED
Presented to Council:
APR 17 2001 a Approved o—p
I
- a
4
Buster Brown
City Clerk
Y
MOTION BY COUNCILMEMBERam..Q'Cr2V/4.12.4.k.
I hereby move to amend Council Document No. 47 9 / , Current Series, to wit:
1. In Section 2.2, delete the referenced number of days from "sixty (60)" throughout
the section, and substitute in lieu thereof"two hundred and seventy(270)."
2. Replace Exhibit 3 with the attached new Exhibit 3.
APPROVED AS FORM:
G7/
eputy i y tt e ° ate
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Amended
EXHIBIT 3
SITE PREPARATION PRELIMINARY PLAN
The City will excavate the site to a uniform depth, installing an 18" sand and crushed limestone
wearing surface and dewatering layer to the Final Design Subgrade Level utilizing the methods
and techniques described in the Project Site soils report prepared by Terracon, dated November
15, 2000, attached as Exhibit A, and incorporated by this reference and subsequently detailed in
the Office Tower's final design. The City will install a temporary dewatering system in the 18"
layer (6" perforated pipe every 100' on center in both directions and two sump pits at opposite
diagonal corners). The City will excavate the site such that the banks of the excavation along the
entire periphery of the site will be left at a 45 degree slope down from the street curb line with
well compacted cohesive earth and completely covered with staked in place heavy duty plastic
sheeting. The developer will install the Office Tower's permanent underdrain system in the
granular fill as discussed in the Terracon report and subsequently detailed in the project's final
design. The intent of the above is to bring the site to a stable construction-ready condition
enabling the Office Tower's contractor, upon City's completion of the above work, to occupy the
site and begin foundation work upon a completely excavated and stabilized site. Before
proceeding with work described above, the City will prepare, and gain Union Pacific's and the
developer's approval of, Final Site Preparation Plan, which will incorporate both this intent, and
the work described above.
The design drawings and specifications necessary for the installation of the temporary
dewatering system and 18" wearing and temporary drainage layer, the 45 degree slopes of the
excavation, and excavation to the Final Design Subgrade elevation as required by Exhibit A (the
"Design Documents") will be prepared and provided to the City by professional civil engineering
and geotechnical consultants (the "Consultants") engaged on behalf of Union Pacific. The
Design Documents prepared by the Consultants will be forwarded to the City for incorporation
by the City into the bidding and procurement specifications and drawings for all of the work
necessary to complete its obligations required by this Agreement (the "Contract Documents")
upon which Union Pacific will have right of final review and approval prior to issuance for bid.
The City will assemble and issue the Contract Documents for bid to contractors. Once the City
has selected and entered into a contract with the contractor who will perform the work (the
"Contractor") and the Contractor has begun work, the Consultants, on an as-needed basis, will
advise the City rendering technical assistance and advice as to the Contractor's progress and
adherence to the requirements of the Design Documents as contained in the Contract Documents.
The City will cause the Contractor to execute the work as required by the Contract Documents
and as modified by the Consultants' field observations and directions during the progress of the
work. The City will remain responsible for bringing the site to a stable construction-ready
condition as described above and in the Contract Documents and delivering the site to the
developer's contractor.
EXHIBIT A
TO EXHIBIT 3
Drained Granular Base Recommendations
We understand that the City of Omaha will remove all components from prior
construction on the site down to the natural, lean clay subgrade soils. Relative to the
currently estimated design subgrade elevation, it is anticipated that this may require
additional cut in the southwest corner of the site, and fill in the northeast corner.
Relatively wet, soft, and disturbance-sensitive lean clay soils are anticipated to be
encountered, over most of the site, below the foundations and floor slabs of the prior
construction. These soils are expected to be unstable under the loads of most
conventional construction equipment. The natural lean clays that may presently be
somewhat drier and more stable in the higher areas of the site will also be susceptible to
softening and degradation of stability upon wetting and/or exposure to freeze/thaw
cycles. For these reasons, it would be beneficial to combine excavation to design
subgrade elevation with the demolition phase work to permit the necessary grading of the
sensitive soils to be performed remotely with a hoe-type excavator supported on the
existing rubble fill, as removals proceed across the site. This would also permit timely
placement of a protective base to reduce subsequent deterioration of the exposed
subgrade soils.
In summary, the site demolition program should be coordinated with subsequent
construction plans to the extent required to protect the subgrade soils against excessive
disturbance during, or degradation following, the site demolition phase of work. This is
recommended to avoid added costs or delays that could otherwise be incurred.
In order to provide a stable base for construction equipment and subsequent floor slab
support, it is recommended that soil over-excavation and replacement with granular
material be performed. The following recommendations have been developed with the
intent that the granular base survive construction to be incorporated in the permanent
granular drainage systems below the planned building.
It is recommended that the soils be over-excavated to a minimum depth of 18-inches
below the proposed bottom of floor slab elevation in the building area. Where over-
excavation from demolition extends only nominally deeper than this minimum depth,
those areas could be backfilled with the sand/gravel base material described below. In
areas where a significant thickness of new fill is required, granular material could be used
as necessary to bridge soft subgrade soils for support of cohesive fill placement.
Excavation in areas of disturbance sensitive subgrade soils should be performed remotely
with a large, hoe-type excavator. The hoe bucket should be equipped with wide spade
teeth. The soil should be excavated in thin horizontal lifts in a manner that avoids
subgrade disturbance due to soil suction that can be created under the bucket. Prior to
placement of the granular base, permanent drainage pipes should be installed in the over-
excavated subgrades, as discussed below for the permanent drainage system.
Consideration should be given to providing a longitudinal crown or swale in the soil
subgrade to promote drainage toward the permanent drain lines. However, the
recommended minimum thicknesses of granular material should be preserved.
Clean, well-graded, sand and gravel meeting State of Nebraska Department of Roads
specifications for 47B "fine aggregate for concrete" should be drifted head in an initial
lift at least ten inches thick onto the over-excavated subgrade. The sand should be drifted
ahead with a wide-track dozer sized to avoid disturbance of the underlying clays and
compacted with a large vibratory plate or moderate sized vibratory smooth steel drum
self-propelled roller. A minimum eight-inch thickness of 1%-inch minus crusher run
limestone, or crushed concrete, containing less than ten percent material passing the No.
200 sieve should then be drifted ahead onto the sand/gravel base and compacted. The
granular base materials should be compacted to at least 65 percent relative density in
accordance with ASTM D-4253 and 4254.
The soil over-excavation and granular base placement should extend at least several feet
outside the perimeter of the building structure. Silt-fencing or grading in the form of
ditches or sumps should also be provided around the perimeter of the granular base to
divert surface run-off and silt from entering into the completed base area. Provisions
should also be made to achieve control and prompt removal of surface water that collects
in the excavation.
Use of geotextile or geogrid is not recommended below the granular base stabilization
layers or drainage materials due to the potential interference with foundation and utility
installation. Care should be taken to avoid excessive fouling of the granular base
materials with spoils from excavations or dirt carried in by construction equipment. A
thin layer of common fill sand should be spread two to three inches thick over the
crushed rock to reduce infiltration of soil, drilling slurry, concrete or other fines into the
rock during construction. Care should be taken not to penetrate significantly into the
crushed stone during spoils removal.
The resulting surfaces are generally expected to be capable of supporting limited
repetitions of construction equipment reasonably limited in ground contact pressure.
However, excessively heavy or concentrated loads or numerous repetitions of moderately
heavy loads could cause failure and should be avoided. Alternatively, the thickness of
crushed rock could be permanently or temporarily increased.
Permanent Drainage Systems
A permanent, or temporary, drainage system is recommended in conjunction with the
granular base. The drain system should include 4-inch diameter Contech A2000, or
equivalent, drainage pipes designed to provide positive drainage to a sump. The pipes
should be laid in 12-inch wide trenches excavated at least 6 inches below the bottom of
the granular base layers. A non-woven geotextile such as Contech C60NW, or
equivalent, should be used to line the bottom and sides of the pipe trenches. The pipes
should be laid directly on the fabric and a minimum 4-inch cover of NDOR "47B" fine
aggregate for concrete should be placed over the top and to the sides of the drain pipes.
The pipe slots or perforations should be sized to prevent excessive infiltration of the 47B
sand gravel material. The pipes should have center-to-center spacings designed to
provide unobstructed drainage distances in the granular base of less than approximately
30 feet. All permanent pipes should be provided with cleanouts.
The permanent drain pipe system could be installed prior to installation of the granular
base if the pipes are of adequate strength or are trenched in deep enough to withstand
loads imposed by construction equipment and the system is otherwise protected against
damage or fouling during construction. This would permit usage of the system in the
basement area to assist in dewatering efforts during construction. However, the perimeter
swale discussed previously in this report should still be used for collection and removal
of surface or seepage water from the excavation sideslopes. A non-woven fabric or silt
fence should be provided on the granular base side of the perimeter swale to protect the
base against fouling with fines from the surface runoff.
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ORDINANCE NO. 3.5-5 5 �
AN ORDINANCE approving the Redevelopment Development Agreement between the City of
Omaha and the Union Pacific Railroad Company to implement the Downtown Northeast
Redevelopment Plan, to provide for the acquisition and site preparation of certain
property by the City, to provide for the sale of a portion of the property to the Union
Pacific, to cause the design and construction of the Union Pacific Railroad headquarters
building, to allow for the redevelopment of the existing headquarters building, to provide
for the construction of a public parking garage and underground walkway and providing
for an effective date.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
Section I. The Mayor is hereby authorized to execute, and the City Clerk to attest, the
attached Redevelopment Agreement between the City of Omaha and the Union Pacific Railroad
Company upon the receipt of irrevocable pledges for private donations in the aggregate amount
of not less than three million, four hundred and seventy thousand ($3,470,000) dollars in a form
satisfactory to the City Finance Director and the City Attorney.
Section 2. This ordinance, not being legislative in character, shall be in full force and
take effect immediately upon its passage.
INTRODUCED BY COUNCILMEMBER
APPRO: D BY:
'Al I I
'AYOR OF THE CITY OF OMAHA DATE
PASSED APR 1 7 2D61 a d a r.ti-m-c(.(d._ (a '0
ATTEST:
CIT CLERK OF TH CITY OF OMAHA D E
APPROVED AS TO FORM:
P:\Law1\5778apjm.cloc CIT 0 L I'I'E
O DINANCCE NO. ;,95.S3 / !
0-- 909- 9W- 99 - q R. X .
AN ORDINANCE approving the
Redevelopment Development
Agreement between the City of Omaha
and the Union Pacific Railroad Company
to implement the Downtown Northeast
Redevelopment Plan, to provide for the
acquisition and site preparation of
certain property by the City, to provide
for the sale of a portion of the property
to the Union Pacific, to cause the design
and construction of the Union Pacific
Railroad headquarters building, to allow
for the redevelopment of the existing
headquarters building, to provide for the
construction of a public parking garage
and underground walkway and
providing for an effective date.
PRESENTED TO COUNCIL
1st Reading MAR 7 2001 - •
•
Heari g APR 10 Zn[l - /
PUBLICATIONS 422/2/7 6' z
y�
PUBLICATION OF HEARING 7
Final Reading APR 17 Zt
Date 3 _u�` ' - yGn/- Yea w=�' /p
24. ).-- �t �� L-72:.; Deey�r
PUBLICATIONRDINANCE 1J z"' a
OF O
0 v- Passed g5-Q,72� -c'
DateBUSTER RO N
_. . 1 - c / _ City Clerk
�s 9%2 04 9
/ , cy@
04/23/01
Redevelopment Agreement
Union Pacific Headquarters
Redevelopment Project
of the
Downtown Northeast Redevelopment Plan
of the City of Omaha
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TABLE OF CONTENTS
Section 1. DEFINITIONS. 2
Section 2. OBLIGATIONS OF THE CITY 4
2.1 Acquisition of the Parking Garage and Walking Site 4
2.2 Construction of the Parking Garage 4
2.3 Leasing of Parking Garage 5
2.4 Streets and Alleys Vacation 5
2.5 Street Improvements 5
2.8 Replatting 5
2.9 No Special Assessments 6
2.10 Notices to Proceed 6
2.12 Acquisition and Preparation of Private Development Site 6
2.13 Relocation Assistance 7
2.11 City Expenses 7
Section 3. OBLIGATIONS OF UNION PACIFIC 7
3.1 Transfer of Union Pacific Properties 7
3.2 Notices to Proceed 8
3.3 Union Pacific Board Approval 8
3.4 Penal Bond 8
3.5 Cooperate with Replattinq 8
3.6 Construction of Office Tower Protect 8
3.7 Leasing of Parking Garage 9
3.8 Use and Occupancy of Office Tower 9
Section 4. MISCELLANEOUS 9
4.1 Equal Employment Provisions 9
4.2 Nondiscrimination 9
4.3 Captions 9
4.4 Compliance with Law 9
4.5 Section 8.05 of Home Rule Charter 9
4.6 No Merger 9
4.7 Entire Agreement 9
4.8 Multiple Counterparts 10
4.9 No Flood Plain, Wetlands or Contamination 10
4.10 Administrative Amendments 10
4.11 Assignment by Union Pacific 11
4.12 Remedies 11
4.13 Survival 11
4.14 No Reliance on Others 11
4.15 Legal Opinions 11
4.16 Delays 13
4.17 Cooperation and Coordination 13
4.18 Agreement on Plans 14
Section 5. NOTICES 14
Section 6. TERMINATION 14
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6.1 Election To Terminate Before Notices to Proceed 14
6.2 Election to Terminate After Notices to Proceed 14
6.3 Election To Terminate Due to Delay 15
6.4 Recording Notice of Termination 16
Section 7. EXHIBITS 16
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REDEVELOPMENT AGREEMENT
This Redevelopment Agreement ("Agreement") is entered into between the CITY
OF OMAHA, NEBRASKA (the "City"), and UNION PACIFIC RAILROAD COMPANY, a
Delaware corporation ("Union Pacific").
PRELIMINARY STATEMENT
On January 9, 2001, the City Council of the City of Omaha, after
recommendation by the Planning Board of the City of Omaha on December 6, 2000,
approved the Downtown Northeast Redevelopment Plan which includes, among other
things, the Union Pacific Headquarters Redevelopment Project (the "Project").
Subsequently, the City published advertisements for proposals to be submitted to carry
out the Project.
To implement the Project for the general benefit and welfare of the City at large,
the City and Union Pacific desire, through their joint efforts, to cause the redevelopment
the Project Area (as defined below). In that regard, the parties to this Agreement intend
to accomplish the following:
(1) Union Pacific intends to cause to be constructed an office tower and
related facilities for use and occupancy by Union Pacific;
(2) Union Pacific intends to use and occupy (through a lease with the owner
or other occupancy structure) the office tower, and to lease parking facilities provided by
the City pursuant to the Project; and
(3) The City intends to provide certain funding and various real property,
facilities and improvements to cause development pursuant to the Project
and to carry out the terms of this Agreement, including (a) acquiring,
preparing for construction and transferring the office tower site to Union
Pacific's designee; (b) acquiring the parking garage site and the area for
an underground pedestrian walkway extending under Dodge Street from
the parking garage to the existing Union Pacific headquarters building and
the office tower, and constructing the parking garage and walkway for use
no later than completion of the office tower; and (c) installing certain street
improvements for the Project; all at no cost to the office tower developer or
Union Pacific except for rental under the parking garage lease.
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AGREEMENT
NOW, THEREFORE, in consideration of the agreements in this Agreement, the
parties agree as follows:
Section 1. DEFINITIONS.
1.1 The following terms have the following meanings for all purposes in this
Agreement:
"City" means the City of Omaha, Nebraska, a municipal corporation of the
metropolitan class.
"Displaced Person" has the meaning given in § 76-1221 of the Relocation
Assistance Act.
"Downtown Northeast Redevelopment Plan" means the Downtown Northeast
Redevelopment Plan approved by resolution of the Omaha City Council on
, 2001.
"Marketable Title" means fee simple absolute title free and clear of all liens,
encumbrances, interests, leases, covenants, restrictions, special assessments and
delinquent taxes, excepting only easements and rights-of-way for the streets, sewers,
utilities and pedestrian ways shown on the Master Plan and Utility Relocation Plan.
"Master Plan" means the drawings to be attached as Exhibit 1, showing details
of the proposed redevelopment associated with the Redevelopment Project.
"Office Tower" means the Class A office building containing not less than
approximately 930,000 square feet to be constructed in the Project Office Tower Area.
"Public Parking Garage and Walkway Plan Area" means Block 90, Original
City of Omaha, as surveyed and lithographed, in Douglas County, Nebraska, the rights-
of-way of public streets adjacent to Block 90, interior alleys, and the right-of-way of
Dodge Street extending from Block 90 to 15th Street.
"Parking Agreement" means the agreement between the City and Union Pacific
for daytime lease of approximately 1,280 parking stalls within the Parking Garage, in the
form attached as Exhibit 2.
"Parking Garage" means the automobile parking structure containing a minimum
of 1,280 parking stalls to be constructed by the City in the Public Parking Garage and
Walkway Plan Area at the site designated on the Master Plan for the Parking Garage,
including any pedestrian links to buildings.
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"Plan Area" means the area included in the Downtown Northeast
Redevelopment Plan.
"Private Development Site" means the Project Office Tower Area.
"Project Area" means all of Blocks 105 and 90, Original City of Omaha, as
surveyed and lithographed, in Douglas County, Nebraska, adjacent rights-of-way for
public streets, interior alleys, and the right-of-way of Dodge Street extending from Block
90 to Block 78. The Project Area includes the areas encompassed within two separate
Redevelopment Plans that are part of the Downtown Northeast Redevelopment Plan,
namely, the Public Parking Garage and Walkway Plan and the Project Plan.
"Project Office Tower Area" means Block 105, Original City of Omaha, as
surveyed and lithographed, in Douglas County, Nebraska, adjacent rights-of-way for
public streets, and interior alleys.
"Redevelopment Law" means the Community Development Law of the State of
Nebraska (Chapter 18, Article 21, Sections 18-2101, et seq., including Section 18-2147
Reissue Revised Statutes of Nebraska, 1943, as amended).
"Redevelopment Plan" means the plan(s) approved by the City for any future
improvement, development, or redevelopment within the Plan Area. The
Redevelopment Plans for the improvement, development or redevelopment within the
Project Area were adopted by Omaha City Council on January 9, 2001, as part of the
Downtown Northeast Redevelopment Plan, and consist of the Public Parking Garage
and Walkway Plan and the Project Plan.
"Redevelopment Project Area" means land located in the Plan Area.
"Redevelopment Project" means the improvements and activities to be
undertaken in the Project Area pursuant to the Downtown Northeast Redevelopment
Plan, the Public Parking Garage and Walkway Plan, the Project Plan and this
Agreement.
"Relocation Assistance Act" means the Nebraska Relocation Assistance Act,
§§ 76-1214 to 76-1242, Reissue Revised Statutes of Nebraska, 1943, as amended.
"Site Preparation Preliminary Plan" means the plan attached as Exhibit 3 for
preparation by the City of the Private Development Site.
"Union Pacific" means Union Pacific Railroad Company, a Delaware
corporation.
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•
"Union Pacific Building" means the existing headquarters building of Union
Pacific located on Block 88, Original City of Omaha, as surveyed and lithographed, in
Douglas County, Nebraska, and all of Union Pacific's right, title and interest in Block 88.
"Utility Relocation Plan" means the drawing to be attached as Exhibit 4,
showing all utility relocation to be performed in the Project Area under this Agreement.
"Walkway" means the climate controlled underground pedestrian walkway to be
constructed by the City under Dodge Street between and connecting into the Parking
Garage, the Union Pacific Building, and the Office Tower.
"Wesco Building" means the building and underlying realty owned by Union
Pacific in Block 90, Original City of Omaha, as surveyed and lithographed, in Douglas
County, Nebraska.
1.2 Any reference in this Agreement to plans, contracts or other instruments
defined in Section 1.1 means, unless the context otherwise requires, such plans,
contracts or other instruments as amended, supplemented or otherwise modified.
Section 2. OBLIGATIONS OF THE CITY.
The City will take all actions necessary, including holding hearings, issuing
approvals and executing documents, to carry out the intent of this Agreement, including
but not limited to the following:
2.1 Acquisition of the Public Parking Garage and Walkway Plan Area.
The City will acquire the Public Parking Garage and Walkway Plan Area, including
Union Pacific's interest in the Wesco Building which will be acquired by exchange as
provided in Section 3.1. The City will use its best efforts to acquire the Public Parking
Garage and Walkway Plan Area (except for Union Pacific's interest in the Wesco
Building) within one hundred eighty (180) days after receipt by City of notice to proceed
with site acquisition from Union Pacific. Without limitation of its obligations in the
preceding sentence, the City will use its power of eminent domain to promptly acquire
any portion of the Public Parking Garage and Walkway Plan Area or any interest therein
(except for Union Pacific's interest in the Wesco Building) that the City is unable to
acquire by purchase agreements obtained by the City within ninety (90) days after
receipt by City of notice to proceed with site acquisition from Union Pacific.
2.2 Construction of the Parking Garage and Walkway. The City will
construct the Parking Garage and Walkway substantially in accordance with the Master
Plan and plans and specifications prepared by the City and approved by Union Pacific.
The City will consult with Union Pacific during the design process. The City will
complete such construction within eighteen (18) months after receipt of notice from to
proceed with construction of the Parking Garage and Walkway from Union Pacific. The
City has advised Union Pacific that the City requires two hundred and seventy (270)
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days to design and bid the Parking Garage. If a contract for the design of the Parking
Garage has not been fully executed at least two hundred and seventy (270) days prior
to the City's receipt of notice to proceed, then such eighteen (18) month period for
completion of the Parking Garage and Walkway will be extended by the number of days
equal to the difference between two hundred and seventy (270) and the number of days
between the date the contract to design the Parking Garage is fully executed and the
date on which the City received the notice to proceed. The City may begin site
preparation and piling work during the two hundred and seventy (270) day period
described above with the prior approval of Union Pacific, and if the City does so, such
work will not cause the eighteen (18) month construction period to commence. After
construction of the Walkway, the City will be responsible for security, all maintenance
including but not limited to routine janitorial services, and for necessary repair and
restoration, except that Union Pacific, at its election, may provide security and
maintenance services at the expense of City.
2.3 Leasing of Parking Garage. The City will lease to Union Pacific
approximately 1,280 parking stalls in the Parking Garage for exclusive daytime use
pursuant to the Parking Agreement.
2.4 Streets and Alleys Vacation. The City will vacate existing streets and
alleys as necessary in accordance with the Master Plan, and remove streets, sidewalks
and other improvements as necessary to accomplish utility relocation pursuant to this
Agreement, and as necessary to accommodate footings for the Office Tower that
extend into the street rights of way for Douglas, Dodge, 14th or 15th Streets (provided
that the pile caps for such footings are installed not less than eight feet below then-
existing sidewalk grade).
2.5 Street Improvements. Within the Project Area, the City will install street,
median, traffic signal and intersection improvements in accordance with the Master
Plan. Such improvements will include, without limitation, decorative brick and/or colored
concrete intersections, granite curbs, decorative sidewalks, street trees, lighting and
other improvements. The City will complete such improvements within three (3) months
after the City receives notice to proceed with the street improvements from Union
Pacific. Construction of the street improvements in the Project Office Tower Area will
be coordinated to avoid interference with the construction of the Office Tower.
2.6 Replatting. Promptly after the real estate has been acquired by the City,
the City will commence and complete replatting (including vacation of abandoned
streets, rights-of-way, alleys and easements) of the Project Area so that the approved
plat of the Project Area conforms to the layout of the various parcels, boundaries,
easements, streets and rights-of-way in the Master Plan, subject to a final survey and
plat of the Project Area which will be reviewed and approved by the City and Union
Pacific's designee as to their respective parcels. The cost of the final survey and plat
will be borne by the City.
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2.7 No Special Assessments. The City will at no time levy special
assessments against the Private Development Site, the owner or developer of the
Private Development Site, Union Pacific, or their successors or assigns, to pay for the
original construction of any improvements made in connection with or pursuant to this
Agreement or any amendments. The City finds and agrees that the improvements
made by it pursuant to this Agreement are for the general benefit of the public within the
City and are not local in nature. To the full extent that it lawfully may do so, the City will
indemnify, defend and hold Union Pacific, the owner or developer of the Private
Development Site and their respective successors and assigns, harmless from any suit,
damage, assessment, injury or claim (including reasonable legal fees) which Union
Pacific, the owner or developer of the Private Development Site, or their respective
successors or assigns, may suffer or incur as a result of any attempt by the City to
impose a special assessment for such improvements or to recover any funds or
damages from the Private Development Site, Union Pacific, the owner or developer of
the Private Development Site, or their respective successors or assigns, by reason of
no such special assessment having been made by the City.
2.8 Notices to Proceed. The City will not proceed with the performance of
any of its construction, Private Development Site acquisition or site preparation, or
street improvement obligations under this Agreement until Union Pacific notifies the City
in writing to proceed with such performance. If the City proceeds with such
performance prior to receipt of notice to proceed, then Union Pacific will have no
obligation to reimburse the City if Union Pacific elects to terminate this Agreement
pursuant to Section 6.1.
2.9 Acquisition and Preparation of Private Development Site, The City
will acquire Marketable Title to the Private Development Site. If City is unable to do so
by purchase agreement or donation within ninety (90) days after receipt by City of notice
to proceed with site acquisition from Union Pacific, the City will use its power of eminent
domain to acquire, within one hundred eighty (180) days after receipt by City of the
notice to proceed, those portions of the Private Development Site not owned or under
contract to be acquired by the City, including fee simple title, any leasehold estates and
rights of tenants under leases whatsoever without exception, easement rights, or other
interests necessary to acquire Marketable Title. If, despite its best efforts, the City has
not acquired any portion of the Private Development Site within such time period, and
Union Pacific has not elected to terminate this Agreement, the City will continue to use
its best efforts to acquire the balance of the Private Development Site at the earliest
possible date. Within ninety (90) days after the City has acquired Marketable Title to
the Private Development Site, the City will demolish all improvements (including below-
grade foundations and other improvements), relocate, cap or remove utilities (including,
without limitation, relocation of fiber optic and communication facilities) in accordance
with the Utility Relocation Plan, remediate any environmental contamination to the
satisfaction of Union Pacific and Union Pacific designee, and excavate and otherwise
perform work to bring the Private Development Site to a construction-ready condition
substantially in accordance with the Site Preparation Preliminary Plan, and with the Site
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Preparation Final Plan to be prepared by the City and approved by Union Pacific and
Union Pacific's designee. The City will convey Marketable Title to the Private
Development Site to Union Pacific's designee by general warranty deed. The
conveyance date will be determined by Union Pacific's designee. General real estate
taxes first becoming delinquent in the year of conveyance will be prorated to the date
title and possession of the real estate is delivered to Union Pacific's designee, and all
prior years will be paid by the City. The City is not required to pay the premium on any
title insurance Union Pacific's designee may purchase to insure its title to the real
estate.
2.10 Relocation Assistance. The City will relocate all Displaced Persons in
accordance with the Relocation Assistance Act, and perform the duties of the displacing
agency under the Relocation Assistance Act, including but not limited to providing a
relocation assistance advisory program as described in § 76-1238(2) of the Relocation
Assistance Act, and making all relocation assistance payments to Displaced Persons.
2.11 City Expenses. All expenses of legal counsel, engineering, architectural
and planning services, and all other services performed by City employees or others
engaged by the City in connection with the Redevelopment Project and the performance
of the City's obligations under this Agreement, will be the City's expense and will not be
paid by Union Pacific or Union Pacific's designee, except for certain expenses for which
Union Pacific has agreed to reimburse the City if Union Pacific elects to terminate this
Agreement pursuant to Section 6.2.
Section 3. OBLIGATIONS OF UNION PACIFIC.
3.1 Transfer of Union Pacific Properties. In exchange for the City's
conveyance of the Private Development Site to Union Pacific's designee in a
construction-ready condition, all of Union Pacific's right, title and interest in the Wesco
Building and in the Union Pacific Building will be transferred to the City, "as-is" and
without any representations or warranties. The transfer will occur upon conveyance to
Union Pacific's designee of Marketable Title to the Private Development Site pursuant
to Section 2.9. If the transfer occurs prior to the date (the "Moving Period Date") which
is one hundred eighty (180) days after issuance of a certificate of occupancy for the
Office Tower, then the City will grant to Union Pacific exclusive use and occupancy of
the Union Pacific Building, for no additional consideration, until the Moving Period Date
occurs. After the Moving Period Date, the City will grant to Union Pacific exclusive use
and occupancy of the lower level file storage space in the Union Pacific Building and
such other office space in the Union Pacific Building as Union Pacific may elect, for no
additional consideration other than a proportionate share of Operating Expenses, until
the Union Pacific Building is transferred by the City to a developer and the space is
required for redevelopment to uses other than office. The City recognizes the public
need for daycare facilities in Downtown Omaha, and therefore the City will cause the
redevelopment of the Union Pacific Building to include a daycare center for use by
Union Pacific employees and employees of other downtown businesses or,
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alternatively, will use its best efforts to cause such a daycare center to be developed
elsewhere in Downtown Omaha within not more than three (3) blocks from the Office
Tower. The transfer of the Union Pacific Building to City will be made subject to this
covenant of City. City will reimburse Union Pacific for the cost of relocating Union
Pacific's records operation from the Wesco Building; including, without limitation,
moving the records operation to both the temporary and permanent new locations, rent
for the temporary location for a period not to exceed one (1) year, and, additionally, all
relocation assistance payments under the Relocation Assistance Act to which Union
Pacific would be entitled as a Displaced Person. City will give Union Pacific not less
than sixty (60) days written notice of the date that City intends to commence
construction of the Parking Garage such that Union Pacific will be required to vacate the
Wesco Building.
3.2 Notices to Proceed. The decision whether to deliver to the City the
notices to proceed described in Section 2.8 will be made solely by Union Pacific in
Union Pacific's absolute discretion. Delivery by Union Pacific to the City of the notices
to proceed described in Section 2.8 are conditions precedent to the obligations of Union
Pacific under this Agreement. In lieu of giving the City notices to proceed with
construction, Private Development Site acquisition and site preparation, or street
improvement work, Union Pacific may elect to give the City notice of termination
pursuant to Section 6 of this Agreement, whereupon this Agreement will terminate and
none of the parties will have any further liability under this Agreement, except as
provided in Section 6.
3.3 Union Pacific Board Approval. It is a further condition precedent to
Union Pacific's obligations under this Agreement that the use and occupancy of the
Office Tower by Union Pacific, and all of the related obligations of Union Pacific, have
been approved by the Board of Directors of Union Pacific.
3.4 Penal Bond. Union Pacific will cause the developer of the Office Tower to
provide the City with a penal bond as required by § 18-2151 of the Redevelopment Law
in an amount mutually acceptable to the City and the developer. A reasonably sufficient
payment and performance bond from the developer's general contractor or contractors
will satisfy this requirement.
3.5 Cooperate with Replatting. The Office Tower developer will cooperate
with the City in replatting the Project Area.
3.6 Construction of Office Tower Project. Provided that the City has
commenced and is diligently pursuing completion of the Parking Garage and Walkway
on schedule to achieve completion when required under Section 2.2, and has fully
complied with the provisions of Section 2.9 and its other obligations under this
Agreement, Union Pacific will cause the developer to construct the Office Tower in the
Project Office Tower Plan Area consistent with the Redevelopment Plan. Union Pacific
will cause the developer to use its best efforts to complete construction of the Office
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Tower by the later to occur of (a) December 31, 2004 or (b) thirty-six (36) months after
the Private Development Site is delivered by the City to Union Pacific's designee in a
construction-ready condition.
3.7 Leasing of Parking Garage. Union Pacific will lease from the City
approximately 1,280 parking stalls in the Parking Garage for exclusive daytime use
pursuant to the Parking Agreement.
3.8 Use and Occupancy of Office Tower. Subject to Board of Directors
approval as referenced under Section 3.3, Union Pacific will use and occupy the Office
Tower to be constructed on the Private Development Site. Such use and occupancy
will include the consolidation of Union Pacific's headquarters administrative employees
in the Omaha area to the extent practicable.
Section 4. MISCELLANEOUS.
4.1 Equal Employment Provisions. Attached as Exhibit 6 are the equal
employment provisions of this Agreement, in which Union Pacific is referred to as the
"Contractor."
4.2 Nondiscrimination. Union Pacific will not in the performance of this
Agreement discriminate or permit discrimination in violation of federal or state laws or
local ordinances because of race, color, sex, age, disability, political or religious
affiliations, or national origin.
4.3 Captions. Captions used in this Agreement are for convenience and are
not to be used in the construction of this Agreement.
4.4 Compliance with Law. Each party will perform its obligations under this
Agreement in accordance 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 performance under this Agreement.
4.5 Section 8.05 of Home Rule Charter. Pursuant to Section 8.05 of the
Home Rule Charter, no elected official or any officer or employee of the City will have
any financial interest, direct or indirect, in any City contract. Any violation of this section
with the knowledge of the person or corporation so contracting with the City will render
the offending contract voidable by the City Council.
4.6 No Merger. This Agreement will not be merged into any other oral or
written contract, lease, or deed of any type delivered in connection with this Agreement
unless otherwise specifically agreed.
4.7 Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter of this Agreement. No agent, employee, or
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other representative of either party is empowered to alter any of the terms of this
Agreement unless done in writing and signed by an authorized officer of the respective
parties.
4.8 Multiple Counterparts. This Agreement may be executed by the parties
on separate counterparts each of which when so executed and delivered will be an
original, but all such counterparts will together constitute but one and the same
instrument.
4.9 No Flood Plain, Wetlands or Contamination. The City represents and
warrants to Union Pacific and Union Pacific's designee that the Private Development
Site is not located within a flood plain or any wetlands, and is not contaminated with any
hazardous or toxic material, substance or waste (including, without limitation, asbestos,
petroleum hydrocarbons or any constituents thereof or additives thereto, heavy metals,
polychlorinated biphenyls, or solvents).
4.10 Administrative Amendments. The parties recognize that certain
administrative amendments may need to be made to this Agreement in order to carry
out the intent of this Agreement and the Downtown Northeast Redevelopment Plan. In
that regard, the parties nominate the following individuals, or their successors, to be
their respective authorized representatives, acting in their specific capacities, to execute
any such administrative amendments to this Agreement on their behalf:
For the City: Hal Daub, Mayor
For Union Pacific: James Young, Executive Vice President
The parties recognize that any such amendments to this Agreement negotiated and
executed by the parties' respective representatives, other than those defined in § 18-
2117 of the Redevelopment Law, will be considered and treated as administrative in
nature and not as a legislative amendment to this Agreement or the Downtown
Northeast Redevelopment Plan. However, amendments of the following types will be
referred to the City Council for approval:
(i) Those that materially alter or reduce existing areas or
structures otherwise available or public use or access.
(ii) Those that require the expenditure of $75,000.00 or
more of City funds above the levels contained in this
Agreement; and
(iii) Those that increase City loans, bonded indebtedness,
deferred payments of any types, or other financial
obligations above the levels contained in this
Agreement.
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4.11 Assignment by Union Pacific. Union Pacific may assign some or all of
Union Pacific's rights and/or obligations under this Agreement to anyone Union Pacific
reasonably believes to be creditworthy, qualified and capable of performing the
obligations assigned to it. Union Pacific will give the City reasonable prior notice and
information concerning the identity, creditworthiness and qualifications of any party to
whom Union Pacific assigns any of its obligation. Union Pacific will also provide the City
with a true and complete copy of documentation evidencing the assignment promptly
after it has been fully executed. Union Pacific will be relieved of all obligations which
are so assigned.
4.12 Remedies. The parties agree that time is of the essence of this
Agreement, and that in the event any party fails to carry out any of its obligations under
this Agreement, the remaining parties may have no fully adequate remedy at law.
Therefore, the parties are entitled to enforce the obligations of any defaulting party
under this Agreement pursuant to all available equitable remedies (including, but not
limited to, specific performance, injunction and mandamus) together with their remedies
at law (including, but not limited to, money damages),
4.13 Survival. All of the obligations, warranties and indemnities of the parties
to this Agreement will survive all conveyances of real estate required under this
Agreement.
4.14 No Reliance on Others. Except for any representations and warranties
expressly set forth in this Agreement, each party agrees that it is relying on its own
opinions, estimates, studies, and information with regard to such party's respective
obligations under this Agreement and no party or its agents or contractors are
responsible or liable for estimates or opinions of costs given to other parties in
connection with this Agreement.
4.15 Legal Opinions. Each party to this Agreement will deliver to the other
parties to this Agreement the legal opinion of its respective counsel, in form and
substance reasonably satisfactory to the other parties, which opinions will be to the
following effect as indicated for that respective party.
(A) In the case of the City:
(i) that it is duly created and validly existing body
corporate and politic and a city of the metropolitan
class of the State of Nebraska;
(ii) that the execution, delivery, and performance of this
Agreement by it has been duly authorized and
approved by all necessary governmental action
required to be obtained or taken by it and that this
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Agreement and any agreements, documents, or
commitments executed or delivered pursuant to this
Agreement are the legal, valid, and binding
obligations of it, enforceable in accordance with their
terms, except as may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium,
and other similar laws affecting the enforcement of
creditors' rights generally and principles of equity;
(iii) that the negotiation, approval, execution, delivery, and
performance by it of this Agreement in any
agreements, documents, or commitments executed or
delivered pursuant to this Agreement do not and will
not violate or breach (a) any other oral or written
agreement to which it is bound, (b) the City
ordinances, the City Charter, the Nebraska statutes
governing the rights and authority of cities of the
metropolitan class or the Constitution of the State of
Nebraska, or (c) to the best of counsel's knowledge,
any other laws, statutes, rules, regulations,
judgments, or orders applicable to it; and
(iv) that the Project Area identified in this Agreement is
properly zoned for the uses and purposes set forth in
this Agreement and that there are no design or
construction requirements, other than those
specifically set forth in this Agreement, applicable
under the current zoning that are not applicable
generally to development of other areas of the City
with the same zoning classifications.
(B) In the case of Union Pacific:
(i) that it is duly organized, validly existing, and in good
standing under applicable laws;
(ii) that, subject to the provisions of Section 3.3, the
execution, delivery, and performance of this
Agreement by it has been duly and validly authorized
and approved by all necessary corporate or company
action required to be obtained or taken by it and that
this Agreement and any agreements, documents, or
commitments executed or delivered pursuant to this
Agreement are the legal, valid, and binding obligation
of it, except as may be limited by applicable
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2
bankruptcy, reorganization, insolvency, moratorium,
or similar laws affecting the enforcement of creditors'
rights generally and principles of equity; and
(iii) that the negotiation, approval, execution, delivery, and
performance by it of this Agreement, and any
agreements, documents, or commitments executed or
delivered pursuant to this do not and will not violate or
breach (a) to the best of counsel's knowledge, any
other oral or written agreement to which it is bound,
(b) its organizational documents (Articles or
Certificate of Incorporation, Partnership Agreement,
Bylaws, Certificate of Organization, or Operating
Agreement, as the case may be), or (c) to the best of
counsel's knowledge, any other ordinances, laws,
statutes, rules, regulations, judgments, or orders
applicable to it.
(C) Such opinions shall be delivered by and to the respective parties hereto
on or before May 31, 2001.
4.16 Delays. No party will be liable to any other party for direct or
consequential damages suffered or incurred as the result of delays in completion of the
Redevelopment Project proximately caused by External Causes (as defined below). In
addition, to the extent the City or Union Pacific is prevented or delayed in timely
performing its obligations under this Agreement due to External Causes, its
performance will be excused for so long as any such External Causes stand as an
impediment to such performance and the amount of time for such party to fulfill its
obligations under this Agreement will be extended for a like period of time. However,
the party whose performance is thus impeded will use commercially reasonable efforts
to eliminate or overcome such delays. If the City or Union Pacific is delayed in the
performance of its obligations under this Agreement due to External Causes, then the
other party will be entitled to an extension for a like period of time for performance of its
obligations reasonably related to the obligations the performance of which is delayed by
External Causes. The term "External Causes" means litigation or other legal
proceedings, including administrative governmental actions or enforcement proceedings
brought by someone not a party to this Agreement against the City, Union Pacific or the
Project, or war, insurrection, natural disaster, acts of God, or strikes.
4.17 Cooperation and Coordination. The City and the Office Tower developer
will cooperate with each other and seek to coordinate their respective demolition, utility
relocation, removal and construction activities so as to minimize to the extent
reasonably practical the costs of such work for both parties. The preceding sentence
will not be construed to permit or require that the Office Tower developer consent to any
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delays or extensions of the times for the City to commence or complete its obligations
under this Agreement.
4.18 Agreement on Plans. The City and Union Pacific will endeavor in good
faith to agree on the Master Plan and Utility Relocation Plan on or before August 1,
2001 . When the Master Plan and Utility Relocation Plan are agreed upon, the Plans will
be attached to this Agreement as Exhibits 1 and 2.
Section 5. NOTICES. Any notice, demand, consent, or approval required or
permitted to be given by this Agreement will be in writing and either sent by United
States certified mail, postage prepaid, or hand delivered to the other party at the
following address or at such other address as the party may specify by notice given in
like manner.
City: City of Omaha
Omaha City Attorney
Omaha/Douglas Civic Center
1819 Farnam Street
Omaha, NE 68183
Union Pacific: Union Pacific Railroad Company
Attention: Director-Facilities
1416 Dodge Street, WP001
Omaha, NE 68179
with copy to: Union Pacific Railroad Company
Attention: Real Estate Attorney
1416 Dodge Street, Room 830
Omaha, NE 68179
Section 6. TERMINATION.
6.1 Election To Terminate Before Notices to Proceed. In lieu of giving the
notices to proceed with Private Development Site acquisition and preparation described
in Section 2.8, Union Pacific may elect to give the City notice of termination of this
Agreement, whereupon this Agreement will terminate and none of the parties will have
any further liability under this Agreement.
6.2 Election to Terminate After Notices to Proceed. If Union Pacific elects
to terminate this Agreement after giving the City the notices to proceed with Private
Development Site acquisition and site preparation, but before the City has acquired any
real estate in the Project Office Tower Area pursuant to this Agreement, then the City
will abandon any pending eminent domain proceeding and none of the parties will have
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any further liability under this Agreement. If Union Pacific elects to terminate this
Agreement without cause after giving the City the notices to proceed with Private
Development Site acquisition and site preparation, and after the City has acquired any
real estate in the Project Office Tower Area pursuant to this Agreement, then the City
will abandon any pending eminent domain proceeding, assign to Union Pacific or Union
Pacific's designee any executory contract for the purchase of real estate in the Project
Office Tower Area, convey to Union Pacific or Union Pacific's designee Marketable Title
to any real estate already acquired by the City pursuant to this Agreement in the Project
Office Tower Area, and not already conveyed to Union Pacific or Union Pacific's
designee and reconvey the Wesco Building and the Union Pacific Building to Union
Pacific. Union Pacific or Union Pacific's designee will accept all such assignments and
conveyances and, subject to the provisions of Section 2.9, reimburse the City for the
actual purchase price paid by the City for any real estate in the Project Office Tower
Area acquired by the City pursuant to this Agreement and conveyed to Union Pacific or
Union Pacific's designee. In addition, if Union Pacific elects to terminate this Agreement
pursuant to this Section 6.2, Union Pacific will (i) reimburse the City for any relocation
assistance payments actually made or legally required to be made by the City under the
Relocation Assistance Act for relocation of occupants of the Project Office Tower Area,
and (ii) Union Pacific will indemnify, defend, and hold the City harmless from and
against liability to any third party that results directly from the institution of eminent
domain proceedings by the City pursuant to this Agreement to acquire the Project Office
Tower Area and is not based on negligent or wrongful conduct by the City; provided
however, that the City gives Union Pacific prompt notice of any claim against the City
that may result in liability under this provision, gives Union Pacific the opportunity to
defend against such claim with counsel of Union Pacific's choice, and cooperates fully
with Union Pacific in the defense.
6.3 Election To Terminate Due to Delay. If the City is delayed in the
completion of its obligations under this Agreement for any reason whatsoever
(including, without limitation, External Causes), then Union Pacific will have the
following termination rights:
(a) If City is delayed in completing acquisition of the
Public Parking Garage and Walkway Area,
construction of the Public Parking Garage and
Walkway, acquisition of the Private Development Site,
or preparation of the Private Development Site for
construction, for more than thirty (30) days beyond
the applicable completion date in Sections 2.1, 2.2
and 2.9, then Union Pacific may terminate this
Agreement in its entirety, in which case none of the
parties will have any further liability to the other
parties under this Agreement (unless the delay is due
to a cause other than External Causes, in which event
Union Pacific will retain its rights with respect to
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default of the City). Union Pacific must exercise this
right of termination by giving notice of termination to
the City within three (3) months after the expiration of
such thirty-day period or the right to terminate will
expire as to the delayed completion date.
(b) If Union Pacific elects to terminate this Agreement
pursuant to this Section 6.3, then the City will
abandon any pending eminent domain proceedings to
acquire the Project Office Tower Area, reconvey the
Wesco Building and the Union Pacific Building to
Union Pacific, and, subject to the provisions of
Section 2.9, Union Pacific may elect to acquire from
the City, in the manner and for the price described in
Section 6.2, any portion of the Project Office Tower
Area that has been acquired by the City.
6.4 Recording Notice of Termination. Notice of any termination pursuant to
this Section 6 will be signed by Union Pacific and filed or recorded in any public office in
which this Agreement has been filed or recorded, promptly after notice of termination is
given to the City.
Section 7. EXHIBITS. The exhibits attached and referred to in this Agreement are
part of this Agreement and are incorporated by reference.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates set forth beneath their respective signatures, the latter of which is deemed the
date of this Agreement for reference purposes.
CITY OF OI,�� ',
By:
Title: Mayor of the City f Omaha
Date: �-17..6/J
Attest:
;itv Clerk
Apprcveci as to F
l
By: �
Cit orney
UNION PACIFIC RAILROAD COMPANY
By:
1/
Title: fVf - _�%i }� ko!!'
Date: 5 • D/
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EXHIBIT 2
PARKING LEASE AGREEMENT
THIS PARKING LEASE AGREEMENT (this "Agreement") is entered into as of
, 200 , between the CITY OF OMAHA, NEBRASKA ("City")
and UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("UP").
RECITALS
This Agreement is made with respect to the following facts:
A. Pursuant to a Redevelopment Agreement (the "Redevelopment
Agreement") dated , 200_, by and between the City and UP, the City
has agreed to lease to UP, and UP has agreed to lease from the City, approximately
one thousand two hundred eighty (1,280) daytime parking spaces (the "Parking
Spaces") in the Parking Garage (as defined in the Redevelopment Agreement) to be
constructed and owned by the City.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the City and UP agree as follows:
ARTICLE I
PARKING SPACES
The City, for and in consideration of the rents herein reserved and of the
covenants and agreements contained herein on the part of UP to be performed, leases
to UP and UP lets from the City, for use between 6:00 A.M. and 6:00 P.M. Monday
through Friday, and 6:00 A.M. and 1:00 P.M. on Saturdays (but only as to 420 of the
Parking Spaces), the Parking Spaces which will be located in the building referred to in
the Redevelopment Agreement as the Parking Garage, to be constructed on Block 90,
Original City of Omaha, as surveyed and lithographed in Douglas County, Nebraska
(the "Parking Facility"), together with the right of ingress to and egress from the Parking
Spaces over and across such portions of the Parking Facility as reasonably may be
designated by the City from time to time. If any of the Parking Spaces are unavailable
for use because the Parking Facility has been damaged or destroyed or because of the
need for maintenance, repairs or alterations, and other parking spaces in other City
parking facilities are usable for parking, the City will make such other spaces available
to serve as UP's Parking Spaces.
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ARTICLE 2
TERM
2,1 Commencement of Term. The basic term of this Agreement (the "Basic
Term") will commence on the date the Parking Facility is substantially completed and
ready for use by UP and Authorized Users (as defined below) (the "Commencement
Date"), and terminate on a date which is the last day of the 240th full calendar month
after the Commencement Date (the "Expiration Date").
2.2 Options to Extend.
(a) UP may, at its option, extend the Term for one five-year period
commencing on the twentieth (20th) anniversary of the first of the first full calendar
month of the Basic Term and terminating at the end of the sixtieth (60th) full calendar
month thereafter (the "First Extended Term"). If UP exercises its option with respect to
the First Extended Term, UP may, at its option, further extend the Term for one five-
year period commencing on the twenty-fifth (25th) anniversary of the first day of the first
full calendar month of the Basic Term and terminating at the end of the sixtieth (60th) full
calendar month thereafter (the "Second Extended Term"). If UP exercises its option
with respect to the Second Extended Term, UP may, at its option, further extend the
Term for one five-year period commencing on the thirtieth (30th) anniversary of the first
day of the first full calendar month of the Basic Term and terminating at the end of the
sixtieth (60th) full calendar month thereafter (the "Third Extended Term"). If UP exercises
its option with respect to the Third Extended Term, UP may, at its option, further extend
the Term for one five-year period commencing on the thirty-fifth (35 ) anniversary of the
first day of the first full calendar month of the Basic Term and terminating at the end of
the sixtieth (60th) full calendar month thereafter (the "Fourth Extended Term"). The First
Extended Term, Second Extended Term, Third Extended Term and Fourth Extended
Term are each called an "Extended Term." As used in this Agreement, "Term" means
the Basic Term together with any Extended Term with respect to which UP has properly
exercised its option.
(b) To exercise each option described in Section 2.2(a), UP must
deliver to the City written notice of the exercise thereof not later than thirty (30) days
before the expiration of the then-current Term.
ARTICLE 3
MONTHLY RENT
3.1 Monthly Rent. (a) Commencing on the Commencement Date and
continuing through the Term, UP will each month pay rent ("Monthly Rent") for the
Parking Spaces. Monthly Rent for the initial partial month, if any, and the first sixty full
months of the Term is $70.00 per Parking Space per month ($89,000.00 per month).
The Monthly Rent for the sixty-first month through the one hundred twentieth month is
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$75.00 per Parking Space per month ($96,000.00 per month). The Monthly Rent for the
one hundred twenty-first month through the one hundred eightieth month is $85.00 per
Parking Space per month ($108,800.00 per month). The Monthly Rent for the one
hundred eighty-first month through the two hundred fortieth month is $95.00 per Parking
Space per month ($121,600.00 per month).
(b) The Monthly Rent during any Extended Term will be the fair market rental
rate for the Parking Spaces as of the first day of the Extended Term. The fair market
rental rate is the average monthly rental rate being charged for leases of parking spaces
in comparable parking garages in downtown Omaha at that time. If the City and UP
cannot agree on the fair market rental rate for an Extended Term by the first day of that
Extended Term, then, until the fair market rental rate for the Extended Term has been
determined, UP will continue to pay rent at the then-applicable rate. When the fair
market rental rate for the Extended Term has been determined, UP will promptly pay
the City any additional rent for the time since the commencement of the Extended Term,
or, if the fair market rental rate is less than the then-applicable rental rate paid by UP,
UP may credit any overpayment against Monthly Rent next becoming due. If the City
and UP cannot agree on the fair market rental rate for an Extended Term by the first
day of that Extended Term, then each of them will appoint a qualified appraiser to
determine the fair market rental rate, the two appraisers so appointed will appoint a third
and the three appraisers so appointed will jointly determine the fair market rental rate.
The City will make its records of rates charged for parking in other downtown parking
garages owned or operated by the City available to UP and the appraisers for this
purpose. If the three appraisers do not agree, then the median fair market rental rate
determined by the three appraisers will be considered the fair market rental rate for
purposes of this Agreement. Each party will pay the fee of the appraiser appointed by
it, and one-half of the fee of the third appraiser. UP may elect to terminate its exercise
of the option to extend by giving the City written notice of termination within thirty (30)
days after the fair market rental rate for the Extended Term is determined.
3.2 Payment. Monthly Rent will be paid in advance on or before the
Commencement Date and on or before the first day of each successive calendar month
during the Term. If the Commencement Date is a day other than the first day of the
calendar month, Monthly Rent will be appropriately prorated. Monthly Rent will be paid
to the City without notice or demand, in lawful money of the United States of America, at
the office of the Omaha City Finance Department or to such other person or at such
other place as the City may from time to time designate in writing.
3.3 Interest on Late Payments. All Monthly Rent, if not paid when due, will
bear interest from the due date until paid at the lesser of (a) the highest interest rate
permitted by law, or (b) the then-current "Base Rate" (as defined below) plus 2%,
provided, however, that no such interest will be payable with respect to any payment of
Monthly Rent that is received by the City within twenty (20) days after receipt by UP of
notice of rental delinquency from the City. The "Base Rate" is the rate of interest from
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time to time established by the State Court Administrator pursuant to Neb. Rev. Stat. §
45-103 (Reissue 1993).
ARTICLE 4
OPERATING EXPENSES
The City will pay, and indemnify and hold UP harmless from the payment of, all
costs of management, operation and maintenance of the Parking Facility, including
without limitation, the following costs: real and personal property taxes and
assessments allocable to the Parking Facility (and any tax levied in whole or in part in
lieu of or in addition to real property taxes), wages, salaries and compensation of
employees, costs of consulting, accounting, legal, janitorial, maintenance, guard and
other services, management fees, costs of power, water, waste disposal and other
utilities, materials and supplies, costs of maintenance and repairs, costs of insurance
obtained with respect to the Parking Facility, ground lease payments, depreciation on
personal property and equipment, any general assessments, special assessments, or
other fees or charges assessed by any entity authorized to operate, maintain, and repair
the Parking Facility.
ARTICLE 5
CITY'S INSURANCE
Throughout the Term, the City will, at its sole expense, obtain and keep in force
commercial general liability insurance with a combined single limit of not less than
$5,000,000.00 per occurrence, including coverage for contractual liability and personal
injury without limitation. The coverage limit requirement will be increased from time to
time by the City upon reasonable request of UP to reflect then-current risk management
practices. The City may satisfy some or all of the insurance coverage required under
this Section 5.1 through a self-retention program. Nothing in this Agreement is intended
to impose any insurance requirements upon UP.
ARTICLE 6
USE
6.1 Entry System; Reserved Spaces; and Authorized Users. (a) The City
will construct and at all times maintain a card entry system for ingress to and egress
from the Parking Facility. UP will be issued such number of cards as it requests from
time to time. If a card is lost or stolen, UP may notify the City and the City will promptly
cancel the lost or stolen card. There will be a $10.00 charge for each card issued to
UP. UP will determine the persons entitled to use its Parking Spaces and will distribute
its cards to such persons (such persons are referred to in this Agreement as
"Authorized Users"). UP and the City may agree on a different mutually acceptable
controlled entry system to accomplish the intent of this paragraph.
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(b) The City will number and identify the Parking Spaces as "reserved."
UP may, but is not required to, designate which of the reserved Parking Spaces each of
the Authorized Users has the right to use. The City will not be liable for use of any of
the Parking Spaces by persons other than Authorized Users so long as the City makes
reasonable efforts to prevent such usage (including towing unauthorized vehicles
parked in the Parking Spaces upon notification by UP).
6.2 Manner of Use and Access. UP and Authorized Users will use the
Parking Spaces only for parking of passenger model vehicles, small vans, and small
trucks. UP and Authorized Users will use the Parking Spaces in a safe, careful and
proper manner, in compliance with any present or future governmental or quasi-
governmental laws, rules, regulations or orders.
ARTICLE 7
MAINTENANCE AND ALTERATIONS
7.1 Operation and Maintenance of Parking Facility. The City, at its
expense, and through such agents, representatives or independent contractors as it
may designate, will operate, maintain and keep the Parking Facility in first class
condition and repair, reasonable wear and tear excepted, in such manner as will ensure
UP and any Authorized Users the continued availability, use and enjoyment of the
Parking Spaces during the Term. Such maintenance includes, but is not limited to,
keeping the Parking Facility reasonably clean, free of debris, ice and snow, and
appropriately sanding, salting, painting and striping the Parking Facility and Parking
Spaces. The City will have the right to enter upon or restrict access to the Parking
Spaces or any of them for purposes of performing the City's obligations under this
Section 7.1, provided that the City will use its best efforts in connection with such entry
or restriction of access to minimize any disruption to any Authorized User's use of the
Parking Spaces. UP will be entitled to abatement of Monthly Rent on a prorata basis
during the period of unavailability of any Parking Space unless an alternate parking
space is made available in the Parking Facility or in the vicinity of the Parking Facility.
In addition to UP's other remedies, Union Pacific may at its option (but with no obligation
to do so) correct any deficiencies in the City's repair or maintenance of the Parking
Facility that the City fails to correct within ten (10) days after written notice from Union
Pacific, in which event the expense incurred by Union Pacific shall be offset against one
or more future installments of rent.
7.2 Alterations and Improvements. The City may, from time to time, make
additions, improvements and alterations to the Parking Facility; provided, however, that
any addition, alteration, or improvement (other than as necessary to operate and
maintain the Parking Facility as provided in Section 7.1) which materially impairs access
to or use of the Parking Spaces, either temporarily or permanently, will be made only
with reasonable prior notice to UP. If any such addition, improvement or alteration to
the Parking Facility causes Parking Spaces to be unavailable for use and alternate
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spaces are not available in the Parking Facility, Monthly Rent will abate on a prorata
basis.
ARTICLE 8
CASUALTY
If the Parking Facility is damaged or destroyed in whole or in part by any
casualty, the City will promptly commence and diligently complete any necessary
repairs or restoration. During any period when any Parking Spaces are not available for
use, Monthly Rent will abate on a prorata basis.
ARTICLE 9
ASSIGNMENT AND SUBLETTING
UP may assign this Agreement or sublet one or more of the Parking Spaces to
any other party. If UP requests the City to do so and if the proposed assignee's
creditworthiness is reasonably acceptable to the City, the City and UP will amend this
Agreement to reduce the number of Parking Spaces leased to UP and the City will enter
into a separate Parking Lease Agreement with such third party in substantially the form
of this Agreement.
ARTICLE 10
QUIET ENJOYMENT
So long as UP pays Monthly Rent and observes and performs all the terms,
covenants and conditions of this Agreement on UP's part to be observed and
performed, UP may peaceably and quietly enjoy the Parking Spaces subject to the
terms and conditions of this Agreement.
ARTICLE 11
DEFAULT
11.1 Events of Default. The following events are referred to collectively as
"Events of Default," or individually, as an "Event of Default":
(a) UP defaults in the due and punctual payment of Monthly Rent, and
such default continues for thirty (30) days after written notice from the City;
(b) This Agreement or the Parking Spaces are taken upon execution or
by other process of law directed against either party, or are subject to any attachment at
the instance of any claimant against either party and such attachment is not discharged
with sixty (60) days after its levy, and the party subject to such execution or attachment
is not actively seeking such discharge;
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(c) Either party files a petition in bankruptcy or insolvency, or a petition
for reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or admits the material allegations of any such
petition by answer or otherwise, or is dissolved, or makes an assignment for the benefit
of creditors.
(d) Involuntary proceedings under any such bankruptcy law or
insolvency act or for the dissolution of either party are instituted against such party or a
receiver or trustee is appointed for all or substantially all of the property of such party,
and such proceeding is not dismissed or such receivership or trusteeship vacated within
sixty (60) days after such institution or appointment, and such party is not actively
pursuing the vacation of such action; or
(e) Either party breaches any of its other obligations under this
Agreement, and such breach continues for thirty (30) days after notice by the non-
breaching party to the breaching party or, if such default cannot reasonably be cured
within such 30-day period, the breaching party fails to commence such cure within such
30-day period or thereafter fails to proceed diligently to cure such breach within a
reasonable time, but in no event more than an additional one-hundred twenty (120)
days.
11.2 Remedies. If an Event of Default occurs, then the non-defaulting party
has the right, at its election, to:
(a) Subject to the provisions of Section 13.4, give the defaulting party
written notice of termination of this Agreement, in which case UP's right to possession
of the Parking Spaces will cease and this Agreement will be terminated thirty (30) days
from the first day of the calendar month following the date of such notice; or
(b) With respect to UP's default, and subject to the provisions of
Section 13.4, the City may after demand and notice, reenter and take possession of the
Parking Spaces or any of the Parking Spaces, repossess the same, expel UP and those
claiming through or under UP, including, without limitation, the Authorized Users, and
remove the effects of both. Should the City elect to reenter as provided in this
subsection (b), or should the City take possession pursuant to legal proceedings or
pursuant to any notice provided by law, the City may, from time to time, without
terminating this Agreement, collect and receive payments from Authorized Users for use
of all or any portion of the Parking Spaces. No such reentry or taking possession of the
Parking Spaces by the City will be construed as an election on the City's part to
terminate this Agreement unless a written notice of such intention is given to UP. No
notice from the City under this subsection or under a forcible or unlawful entry and
detainer statute or similar law will constitute an election by the City to terminate this
Agreement unless such notice specifically so states. The City reserves the right
following any such reentry or reletting to exercise its right to terminate this Agreement
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by giving UP written notice in accordance with subsection (a), in which event this
Agreement will terminate as specified in such notice; or
(c) With respect to the City's default, whether in the performance of the
City's duties under Article 7 or otherwise, UP may provide written notice to the City
specifying the nature of such default, and, if the City fails to cure such default within
thirty (30) days following receipt of such written notice, UP may cure such default and
offset the cost and expense of such cure against one or more future installments of
Monthly Rent.
11.3 Certain Damages. If the City does not elect to terminate this Agreement
as permitted in subsection 11.2(a), but instead elects to take possession as provided in
subsection 11.2(b), UP will pay to the City: (a) Monthly Rent which would be payable
under this Agreement if such repossession had not occurred, less (b) the proceeds, if
any, received by the City for the use of the Parking Spaces. UP will pay such adjusted
Monthly Rent to the City monthly on the day on which such Monthly Rent would have
been payable under this Agreement if possession had not been retaken, and the City
will be entitled to receive such adjusted Monthly Rent from UP on each such day. The
City will use its best efforts to relet the Parking Spaces and mitigate its damages on
account of UP's default. if the City elects to use the Parking Spaces for its own
employees or permittees and charge less than the Monthly Rent rate per Parking
Space, UP will be entitled to a credit for each such space equal to the Monthly Rent for
such space.
11.4 Cumulative Remedies. Unless otherwise provided in this Agreement,
each right and remedy provided in this Agreement is cumulative and in addition to every
other right or remedy provided in this Agreement or now or hereafter existing at law or in
equity or by statute or otherwise, and the exercise or beginning of the exercise by either
party of any one or more of such rights or remedies will not preclude the simultaneous
or later exercise by such party of any or all other such rights or remedies.
ARTICLE 12
PURCHASE OPTION
At any time during the last six (6) months of the Basic Term, or of any Extended
Term, UP may elect to purchase the Parking Facility and all of Block 90 for the fair
market value. The option may be exercised only by written notice ("Option Notice")
given by UP to the City. If UP and the City are unable to agree on the fair market value
within sixty (60) days (the "Agreement Date") after the Option Notice is given, then each
of them will appoint a qualified appraiser within thirty (30) after the Agreement Date.
The two appraisers will appoint a third appraiser within thirty (30) days after the
appointment of the last of the two appraisers. The three appraisers so appointed will
determine the fair market value within sixty (60) days after the appointment of the third
appraiser. If the fair market value as so determined is less than the amount required to
retire the City's indebtedness with respect to the Parking Facility and Block 90, then the
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Option Notice will be void and of no effect. Otherwise, the sale of the Parking Facility
and Block 90 to UP will close within thirty (30) days after the fair market value is
determined. At the closing of such sale, the City will convey marketable title to the
Parking Facility and all of Block 90 to UP by General Warranty Deed.
ARTICLE 13
MISCELLANEOUS
13.1 Time of the Essence. Time is of the essence of each and every
provision of this Agreement.
13.2 No Waiver. The waiver by either party of any agreement, condition or
provision contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition or provision
contained in this Agreement, nor will any custom or practice which may occur between
the parties in the administration of the terms of this Agreement be construed to waive or
to lessen the right of either party to insist upon the performance by the other party in
strict accordance with the terms of this Agreement.
13.3 Estoppel Certificate. At any time and from time to time but within ten
(10) business days after written request made by the City or UP to the other party to this
Agreement, such other party will execute, acknowledge and deliver to the requesting
party a certificate certifying (a) that this Agreement is unmodified and in full force and
effect or, if there have been modifications, that this Agreement is in full force and effect,
as modified, and stating the date and nature of each modification, (b) the date, if any, to
which Monthly Rent payable under this Agreement has been paid, (c) that no notice has
been delivered to such party of any default by such party which has not been cured,
except as to defaults specified in such certificate, (d) that to the other party's actual
knowledge, no Event of Default then exists under this Agreement and that no event has
occurred which, with the giving of notice or passing of time, or both, could result in an
Event of Default, except as to Events of Default or other events specified in such
certificate, and (e) such other factual matters with respect to this Agreement as may be
reasonably requested by such requesting party. Any such certificate may be relied
upon by any prospective purchaser of, or existing or prospective mortgagee or
beneficiary under any deed of trust encumbering, the Parking Facility or any real estate
owned, leased, or used by UP.
13.4 Alternative Dispute Resolution. In the event of any dispute between the
City and UP arising out of this Agreement, the relationship of the City and UP, UP's use
and occupancy of the Parking Spaces, or any related matter, the City and UP agree to
cooperate in the exploration of alternative forms of dispute resolution, such as mediation
and arbitration, provided, however, that this will not limit: (a) either party's right to
terminate this Agreement if an Event of Default described in subsections 11.1(c) or
11.1(d) occurs, or (b) the right of either the City or UP to seek emergency injunctive
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relief in situations in which irreparable harm might otherwise result, or (c) UP's rights to
cure a default by City.
13.5 Notices. All notices, demands, requests or other communications to be
sent by one party to the other hereunder or required by law will be in writing and will be
deemed to have been validly given or served by delivery of the same in person to the
intended addressee, or by depositing the same with Federal Express or another
reputable private courier service for next business day delivery to the intended
addressee at its address set forth below, or by depositing the same in the United States
mail, postage prepaid, registered or certified mail, return receipt requested, addressed
to the intended addressee at its address set forth below:
City: City of Omaha
Omaha City Attorney
Omaha/Douglas Civic Center
1819 Farnam Street
Omaha, NE 68183
UP: Union Pacific Railroad Company
Attention: Director- Facilities
1416 Dodge Street, WP001
Omaha, NE 68179
with copy to: Union Pacific Railroad Company
Attention: Real Estate Attorney
1416 Dodge Street, Room 830
Omaha, NE 68179
All notices, demands and requests are effective upon receipt. Rejection or other refusal
to accept or the inability to deliver because of changed address of which no notice was
given as required will be deemed to be receipt of the notice, demand or request sent.
By giving to the other party at least fifteen (15) days' prior notice, the parties will have
the right to change their addresses.
13.6 Severability. If any provision of this Agreement proves to be illegal,
invalid or unenforceable, the remainder of this Agreement will not be affected, and in
lieu of each provision of this Agreement that is illegal, invalid or unenforceable, a
provision will be added as a part of this Agreement as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and
enforceable.
13.7 Written Amendment Required. No amendment, alteration, modification
or addition to this Agreement will be valid or binding unless expressed in writing and
signed by the party or parties to be bound.
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13.8 indemnification. The City agrees to indemnify, defend, and hold
harmless UP and any Authorized User from and against any loss, liability, damage,
cost, or expense resulting from the City's negligence or failure to properly maintain the
Parking Facility and Parking Spaces, or perform its other obligations under this
Agreement.
13.9 Cooperation in Design Phase. The City and UP agree to cooperate and
consult with each other and with Developer in connection with the design, layout, and
function of the Parking Facility so that the Parking Facility will be reasonably satisfactory
to the City, UP and Developer.
13.10 Entire Agreement. This Agreement contains the entire agreement
between the City and UP with respect to the subject matter of this Agreement, and may
be amended only by subsequent written agreement.
13.11 Captions. The captions of the various Articles and Sections of this
Agreement are for convenience only and do not necessarily define, limit, describe or
construe the contents of such Articles or Sections.
13.12 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Nebraska.
13.13 Termination Prior to Construction. If for any reason the Parking Facility
is not constructed pursuant to the Redevelopment Agreement, then this Agreement will
terminate at such time as it is determined that the Parking Facility will not be
constructed pursuant to the Redevelopment Agreement, and the parties will enter into a
written instrument acknowledging the termination of this Agreement.
13.14 Binding Effect. The covenants, conditions and agreements contained in
this Agreement will bind and inure to the benefit of the City and UP and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
CITY OF OMA .A,
k F
By:
Title: Mayor of the City of Omaha
Date: L' Zb Di
Attest:
By:
City Clerk
Approved as to Form:
By:
UNION PACIFIC RAILROAD COMPANY
By: R/14 (0 424 to
Title: ge •
Date: .SA d f
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Amended
EXHIBIT 3
SITE PREPARATION PRELIMINARY PLAN
The City will excavate the site to a uniform depth, installing an 18" sand and crushed limestone
wearing surface and dewatering layer to the Final Design Subgrade Level utilizing the methods
and techniques described in the Project Site soils report prepared by Terracon, dated November
15, 2000, attached as Exhibit A, and incorporated by this reference and subsequently detailed in
the Office Tower's final design. The City will install a temporary dewatering system in the 18"
layer (6" perforated pipe every 100' on center in both directions and two sump pits at opposite
diagonal corners). The City will excavate the site such that the banks of the excavation along the
entire periphery of the site will be left at a 45 degree slope down from the street curb line with
well compacted cohesive earth and completely covered with staked in place heavy duty plastic
sheeting. The developer will install the Office Tower's permanent underdrain system in the
granular fill as discussed in the Terracon report and subsequently detailed in the project's final
design. The intent of the above is to bring the site to a stable construction-ready condition
enabling the Office Tower's contractor, upon City's completion of the above work, to occupy the
site and begin foundation work upon a completely excavated and stabilized site. Before
proceeding with work described above, the City will prepare, and gain Union Pacific's and the
developer's approval of, Final Site Preparation Plan, which will incorporate both this intent, and
the work described above.
The design drawings and specifications necessary for the installation of the temporary
dewatering system and 18" wearing and temporary drainage layer, the 45 degree slopes of the
excavation, and excavation to the Final Design Subgrade elevation as required by Exhibit A (the
"Design Documents") will be prepared and provided to the City by professional civil engineering
and geotechnical consultants (the "Consultants") engaged on behalf of Union Pacific. The
Design Documents prepared by the Consultants will be forwarded to the City for incorporation
by the City into the bidding and procurement specifications and drawings for all of the work
necessary to complete its obligations required by this Agreement (the "Contract Documents")
upon which Union Pacific will have right of final review and approval prior to issuance for bid.
The City will assemble and issue the Contract Documents for bid to contractors. Once the City
has selected and entered into a contract with the contractor who will perform the work (the
"Contractor") and the Contractor has begun work, the Consultants, on an as-needed basis, will
advise the City rendering technical assistance and advice as to the Contractor's progress and
adherence to the requirements of the Design Documents as contained in the Contract Documents.
The City will cause the Contractor to execute the work as required by the Contract Documents
and as modified by the Consultants' field observations and directions during the progress of the
work. The City will remain responsible for bringing the site to a stable construction-ready
condition as described above and in the Contract Documents and delivering the site to the
developer's contractor.
EXHIBIT A
TO EXHIBIT 3
Drained Granular Base Recommendations
We understand that the City of Omaha will remove all components from prior
construction on the site down to the natural, lean clay subgrade soils. Relative to the
currently estimated design subgrade elevation, it is anticipated that this may require
additional cut in the southwest corner of the site, and fill in the northeast corner.
Relatively wet, soft, and disturbance-sensitive lean clay soils are anticipated to be
encountered, over most of the site, below the foundations and floor slabs of the prior
construction. These soils are expected to be unstable under the loads of most
conventional construction equipment. The natural lean clays that may presently be
somewhat drier and more stable in the higher areas of the site will also be susceptible to
softening and degradation of stability upon wetting and/or exposure to freeze/thaw
cycles. For these reasons, it would be beneficial to combine excavation to design
subgrade elevation with the demolition phase work to permit the necessary grading of the
sensitive soils to be performed remotely with a hoe-type excavator supported on the
existing rubble fill, as removals proceed across the site. This would also permit timely
placement of a protective base to reduce subsequent deterioration of the exposed
subgrade soils.
In summary, the site demolition program should be coordinated with subsequent
construction plans to the extent required to protect the subgrade soils against excessive
disturbance during, or degradation following, the site demolition phase of work. This is
recommended to avoid added costs or delays that could otherwise be incurred,
In order to provide a stable base for construction equipment and subsequent floor slab
support, it is recommended that soil over-excavation and replacement with granular
material be performed. The following recommendations have been developed with the
intent that the granular base survive construction to be incorporated in the permanent
granular drainage systems below the planned building.
It is recommended that the soils be over-excavated to a minimum depth of 18-inches
below the proposed bottom of floor slab elevation in the building area. Where over-
excavation from demolition extends only nominaIIy deeper than this minimum depth,
those areas could be backfilled with the sand/gravel base material described below. In
areas where a significant thickness of new fill is required, granular material could be used
as necessary to bridge soft subgrade soils for support of cohesive fill placement.
Excavation in areas of disturbance sensitive subgrade soils should be performed remotely
with a large, hoe-type excavator. The hoe bucket should be equipped with wide spade
teeth. The soil should be excavated in thin horizontal lifts in a manner that avoids
subgrade disturbance due to soil suction that can be created under the bucket. Prior to
placement of the granular base, permanent drainage pipes should be installed in the over-
excavated subgrades, as discussed below for the permanent drainage system.
Consideration should be given to providing a longitudinal crown or swale in the soil
subgrade to promote drainage toward the permanent drain lines. However, the
recommended minimum thicknesses of granular material should be preserved.
Clean, well-graded, sand and gravel meeting State of Nebraska Department of Roads
specifications for 47B "fine aggregate for concrete" should be drifted head in an initial
lift at least ten inches thick onto the over-excavated subgrade. The sand should be drifted
ahead with a wide-track dozer sized to avoid disturbance of the underlying clays and
compacted with a large vibratory plate or moderate sized vibratory smooth steel drum
self-propelled roller. A minimum eight-inch thickness of 1%2-inch minus crusher run
limestone, or crushed concrete, containing less than ten percent material passing the No.
200 sieve should then be drifted ahead onto the sand/gravel base and compacted. The
granular base materials should be compacted to at least 65 percent relative density in
accordance with ASTM D-4253 and 4254.
The soil over-excavation and granular base placement should extend at least several feet
outside the perimeter of the building structure. Silt-fencing or grading in the form of
ditches or sumps should also be provided around the perimeter of the granular base to
divert surface run-off and silt from entering into the completed base area. Provisions
should also be made to achieve control and prompt removal of surface water that collects
in the excavation.
Use of geotextile or geogrid is not recommended below the granular base stabilization
layers or drainage materials due to the potential interference with foundation and utility
installation. Care should be taken to avoid excessive fouling of the granular base
materials with spoils from excavations or dirt carried in by construction equipment. A
thin layer of common fill sand should be spread two to three inches thick over the
crushed rock to reduce infiltration of soil, drilling slurry, concrete or other fines into the
rock during construction. Care should be taken not to penetrate significantly into the
crushed stone during spoils removal.
The resulting surfaces are generally expected to be capable of supporting limited
repetitions of construction equipment reasonably limited in ground contact pressure.
However, excessively heavy or concentrated loads or numerous repetitions of moderately
heavy loads could cause failure and should be avoided. Alternatively, the thickness of
crushed rock could be permanently or temporarily increased.
Permanent Drainage Systems
A permanent, or temporary, drainage system is recommended in conjunction with the
granular base. The drain system should include 4-inch diameter Contech A2000, or
equivalent, drainage pipes designed to provide positive drainage to a sump. The pipes
should be laid in 12-inch wide trenches excavated at least 6 inches below the bottom of
the granular base layers. A non-woven geotextile such as Contech C6ONW, or
equivalent, should be used to line the bottom and sides of the pipe trenches. The pipes
should be laid directly on the fabric and a minimum 4-inch cover of NDOR "47B" fine
aggregate for concrete should be placed over the top and to the sides of the drain pipes.
The pipe slots or perforations should be sized to prevent excessive infiltration of the 47B
sand gravel material. The pipes should have center-to-center spacings designed to
provide unobstructed drainage distances in the granular base of less than approximately
30 feet. All permanent pipes should be provided with cleanouts.
The permanent drain pipe system could be installed prior to installation of the granular
base if the pipes are of adequate strength or are trenched in deep enough to withstand
loads imposed by construction equipment and the system is otherwise protected against
damage or fouling during construction. This would permit usage of the system in the
basement area to assist in dewatering efforts during construction. However, the perimeter
swale discussed previously in this report should still be used for collection and removal
of surface or seepage water from the excavation sideslopes. A non-woven fabric or silt
fence should be provided on the granular base side of the perimeter swale to protect the
base against fouling with fines from the surface runoff
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