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ORD 37198 - Agmt for sale of 2407 N 16th St to THe Nathan Partnership ZE • '��`, 14:t. Planning Department c,�►�� '' n fw d" "" ' ! n Omaha/Douglas Civic Center Mie }-'`d 1819 Farnam Street,Suite 1100 n® IY lOr _ �.�, 0 Omaha,Nebraska 68183 o� ' ry 05 CC l 21 i 1 't4" (402)444-5150 o4, FEer�� .r Telefax(402)444-6140 City of Omaha ++t + n Mike Fahey,Mayor S•`t-:4`° November 1, 2005 Honorable President and Members of the City Council, The attached Ordinance approves an Agreement with The Nathan Partnership, 7514 North 86th Avenue, Omaha, Nebraska 68122, for the City to convey vacant property to be developed with thirteen multi-family residential units at 16th and Willis Avenue (as shown on the attached map). The City of Omaha acquired the property in anticipation of future development of new, affordable housing under the Community Development Block Grant Program. Conveyance of the property to The Nathan Partnership will allow for the assemblage of land to construct the affordable housing units. The only expenditure associated with this conveyance is the cost to file a document in the Douglas County Register of Deeds office to transfer ownership of the property. Any expenses will be paid from the 2005 Community Development Block Grant, from the Logan Fontenelle East Redevelopment Project Account, Fund 12186, Organization No. 129126. Your favorable consideration of this Ordinance is requested. Sincerely, Referred to City Council for Consideration: t o-13.p 5 �-�,�- as'' Steven N. Jens n, P Date ayor's Office Date Planning Directo P:\PLN3\13173pjm.doc ORDINANCE NO. (i7/90 AN ORDINANCE approving an Agreement for the sale of City-owned real property; to provide that notwithstanding any provisions of the Omaha Municipal Code to the contrary, the City is authorized to enter into the attached Agreement with The Nathan Partnership, 7514 North 86th Avenue, Omaha,Nebraska 68122, to convey the property located at 2407 North 16th Street (as shown on the attached map) and legally described as Lots 14, 15 and 16, Woods Place, an addition to the City of Omaha, as surveyed, platted and recorded, in Douglas County,Nebraska, for the sum of One Dollar($1.00) and to provide the effective date hereof. The project account is the 2005 Community Development Block Grant Fund 12186, Organization 129126. WHEREAS, the City of Omaha acquired the property in anticipation of future development of new, affordable housing under the Community Development Block Grant Program; and, WHEREAS, conveyance of the vacant property will allow for the assemblage of land to construct affordable housing; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: Section 1. Notwithstanding any portion of the Omaha Municipal Code to the contrary, the attached Agreement with The Nathan Partnership is hereby approved and the Mayor is hereby authorized to execute, and the City Clerk to attest any documents necessary or appropriate to convey the property legally described as Lots 14, 15 and 16, Woods Place, an addition to the City of Omaha, as surveyed,platted and recorded, in Douglas County,Nebraska. Section 2. Upon completion of the conditions in the attached Agreement, the Mayor of the City of Omaha is hereby authorized and empowered to execute a Warranty Deed to said property, and the City Clerk to attest the same to The Nathan Partnership, for the sum of One Dollar($1.00). • ORDINANCE NO. &7/9f PAGE 2 Section 3. That this Ordinance, not being legislative in character, shall take effect upon the date of its passage in accord with Section 2.12 of the Omaha Municipal Code. INTRODUCED BY COUNCILMEMBER /OROS 94,14A. APPROVED BY: 0.414 , U //D.S NOV 1 5 2005 MAYOR OF THE CITY F OM A DATE PASSED ATTEST: ;ti �^ • / CLERK OF E CITY OF OMAH D TE �., APPROVED AS TO • l V IZ�dS CITY ATTORNEY ATE P:\PLN3\13174pjm.doc CORRECTED WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS, that the CITY OF OMAHA, a Municipal Corporation in the State of Nebraska, hereinafter referred to as CITY, in consideration of One Dollar ($1.00) and other valuable consideration in hand paid, does hereby grant, bargain, sell, convey and confirm unto The Nathan Limited Partnership, a Nebraska Partnership, hereinafter referred to as Grantee, the following described real estate, situated in the County of Douglas and State of Nebraska to-wit: Lots 14, 15, and 16, Block 2, Woods Place, an addition to the City of Omaha, as surveyed,platted and recorded, in Douglas County,Nebraska. together with all the tenements, hereditaments, and appurtenances to the same belonging, and all the estate, title, claim or demand whatsoever of the CITY of, in, or any part thereof. TO HAVE AND TO HOLD the above described premises, with the appurtenances, unto the Grantee and to its successors and assigns forever, and the CITY for itself and its successors and assigns, do covenant with said Grantee and its successors and assigns that the CITY is lawfully seized of said premises, that they are free from encumbrance except those of record, that the CITY has good right and lawful authority to sell the same and that the CITY will and its successors and assigns shall warrant and defend the same unto the said Grantee and its successors and assigns forever, against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, the CITY OF OMAHA, a Municipal Corporation, has caused these presents to be executed by its Mayor and its Corporate Seal to be affixed hereto this /*' day of .2) z'ir746e,— , 2005. THE CITY OF OMAHA, (Corporate Seal) A Municipal Corporation By: )11eL Jag' • ATTEST: APPROVED AS TO FORM: C TY CLERK ASSISTANT CITY ATTORNEY I AGREEMENT THIS AGREEMENT is entered into by and between the City of Omaha, a Municipal Corporation, in Douglas County, Nebraska(sometimes hereinafter referred to as "City"); and The Nathan Partnership, 7514 North 86th Avenue, Omaha, Nebraska 68122, (sometimes hereinafter referred to as "Developer"). RECITALS: WHEREAS, The Nathan Partnership submitted a proposal to the Nebraska Investment Finance Authority to receive HOME Investment Partnership Funds from the Nebraska Department of Economic Development to construct thirteen multi-family residential units for lower income persons at 16th and Willis Avenue in northeast Omaha; and, WHEREAS, the proposed development is within and contributes to the revitalization efforts in this portion of the City of Omaha North Neighborhood Revitalization Area; and, WHEREAS, it is in the best interests of the citizens of the City of Omaha to assist the proposed redevelopment. NOW, THEREFORE, in consideration of these mutual covenants, The Nathan Partnership and the City of Omaha agree as follows: Section 1. Definitions 1.1 "Developer" shall mean- The Nathan Partnership (See Exhibit"A"). 1.2 "City" shall mean- the City of Omaha, a Nebraska Municipal Corporation. 1.3 "Director" shall mean- The Planning Director of the City of Omaha. 1.4 "Property" shall mean—platted lots owned by the City of Omaha located at 2407 North 16th Street and legally described as: Lots 14, 15 and 16, Woods Place, an addition to the City of Omaha, as surveyed, platted and recorded in Douglas County,Nebraska. 1.5 "Redevelopment Project" shall mean - The construction of thirteen multi-family residential units by The Nathan Partnership for rent to low- and moderate-income persons. - 1 - Section 2. Duties of the City 2.1 The City shall convey by Warranty Deed the Property, as described in Section 1.4 to the Developer for the sum of One Dollar ($1.00) and other valuable consideration. The Property shall be conveyed free of liens and encumbrances, except those easements, restrictions and covenants of record. Section 3. Duties of the Developer 3.1 Developer shall develop the Property substantially in conformance with the Redevelopment Project, as described in Section 1.5. 3.2 Developer shall be responsible for the security and maintenance of the Property upon receipt of the Warranty Deed from the City. 3.3 Developer shall contract for all architectural and engineering services for the preparation of all design and construction documents, surveys, cost estimates and construction supervision necessary for the Redevelopment Project. 3.4 Developer shall be responsible for securing private funds in an amount sufficient to complete the Redevelopment Project. Prior to conveyance of the Property, the Developer shall provide the Director with evidence, acceptable to the Director, that the private funds will be committed to the Redevelopment Project in the amount sufficient to complete the Redevelopment Project. 3.5 Developer shall submit to the Director for his review and prior approval, all working drawings, plans and specifications necessary or incidental to this Redevelopment Project. 3.6 Developer shall ensure that all work performed and the construction as completed complies with all state, federal and local laws, ordinances, regulations and codes. The Director shall assist Developer in the same manner the Director provides technical assistance to other developers, during the construction phase, to ensure compliance with such requirements. Section 4. Mutual Agreements Developer agrees, and the City states, that the City: 4.1 Is not acting as the Developer's architect or engineer. 4.2 Makes no warrantees, express or implied, as to the condition of the Property. 4.3 Owes no duty to Developer or any other person that shall arise because of any inspection of the premises by the City's agents or employees. - 2 - 4.4 Shall be held harmless by Developer for all injury and damages arising by virtue of this Agreement. SECTION 5. PROVISIONS OF THE AGREEMENT 5.1 Non-discrimination. The Developer shall 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, political or religious opinions, affiliations,national origin, familial, or handicapped status. 5.2 Contract Compliance Clause. 5.2.1 Section 10-192 of the Omaha Municipal Code, Equal Employment Opportunity Clause. The Developer and its contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, national origin, familial or handicap status. The Developer shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex or national origin. As used herein, the word "treated" shall mean and include, without limitation, the following: recruited, whether by advertising or by other means; compensated; selected for training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated. The Developer and its contractor agree to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. 5.2.2 The Developer and its contractors shall, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, age, national origin,handicap or familial status. 5.2.3 The Developer and its contractors shall send to each representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice advising the labor union or workers' representative of the contractor's commitments under the equal employment opportunity clause of the city and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5.2.4 The Developer and its contractors shall furnish to the Human Relations Director all federal forms containing the information and reports required - 3 - by the federal government for federal contracts under federal rules and regulations, including the information required by sections 10-192 to 10- 194, inclusive, and shall permit reasonable access to his records. Records accessible to the Human Relations Director shall be those which related to paragraphs 5.2.1. through 5.2.7 of this subsection and only after reasonable notice is given the contractor. The purpose of this provision is to provide for investigation to ascertain compliance with the program provided herein. 5.2.5 The Developer and its contractors shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of paragraphs 5.2.1 through 5.2.7 herein, including penalties and sanctions for noncompliance; however, in the event the contractor becomes involved in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as is necessary to protect the interests of the City and to effectuate the provisions of this division, and, in the case of contracts receiving federal assistance, the contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. 5.2.6 The Developer and its contractors shall file and shall cause his subcontractors, if any, to file compliance reports with the Developer contractor in the same form and to the extent as required by the federal government for federal contracts under federal rules and regulations. Such compliance reports shall be filed with the Human Relations Director. Compliance reports filed at such times as directed shall contain information as to the employment practices, policies, programs and statistics of the Developer, contractor and his subcontractors. 5.2.7 The Developer and its contractors shall include the provisions of paragraphs 5.2.1 through 5.2.7 of this section, "Equal Employment Opportunity Clause," and Section 10-193 in every contract, subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. (Code 190, Section 10-192; Ord. No. 35344, Sections 1, 9-26-00, Executive Order 11246). 5.3 Disclosure of Lobbying. The Developer shall certify and disclose, to the best of its knowledge and belief, that: 5.3.1 No Federal appropriated funds have been paid or will be paid, by or on behalf of the Developer, to any person for influencing or attempting to influence an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, -4 - continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement. 5.3.2 If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer of employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the Developer shall complete and submit standard Form LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. 5.3.3 The language of this certification be included in the award documents for all subawards at all tiers, (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 5.4 Conflict of Interest. The Developer agrees to abide by the provisions of 24 C.F.R. 92.356 with respect to conflicts of interest, and covenants that it presently has financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement. The Developer further covenants that in the performance of this Agreement no person having such a financial interest shall be employed or retained by the Developer hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer, or elected official or appointed official of the City or any designated public agencies or subrecipients which are receiving funds under the CDBG entitlement program. 5.5 Captions. Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. 5.6 Applicable Law. Parties to this Agreement shall conform to all existing and applicable city ordinances, resolutions, state laws, federal laws, and all existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. 5.7 Interest to the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City of Omaha shall have a financial interest, direct or indirect, in any City of Omaha contract. Any violation of this section with the knowledge of the person or corporation contracting with the City of Omaha shall render the contract voidable by the Mayor or Council. 5.8 No Merger. This Agreement shall not be merged into any other oral or written contract, lease or deed of any type. - 5 - 5.9 Modification. This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee or other representative of either party is empowered to alter any of the terms herein unless done in writing and signed by an authorized officer of the respective parties, pursuant to Omaha Municipal Code Section 10-142. The Mayor may, without City Council approval, approve minor administrative amendments to this Agreement. 5.10 Assignment. The Developer may not assign its rights or obligations under this Agreement without the express prior written consent of the City; such consent not to be unreasonably withheld. The Mayor may, without City Council approval, approve, in writing, the assignment of all rights hereunder to a successor entity owned by, or under common control with Developer. 5.11 Strict Compliance. All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from authorized representatives of the parties. 5.12 Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, any words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 5.13 Time of Essence. Time is of the essence in this transaction. 5.14 Termination. If through any cause, the Developer shall fail to fulfill in a timely and proper manner any obligations under this Agreement, or violate any of the covenants, representations or agreements hereof, the City may, upon written notice, terminate this Agreement, and may hold the Developer liable for any damages caused to the City by reason of such default and termination. 5.15 Successors and Assigns. This Agreement shall be binding upon and for the benefit of the parties, their successors and assigns, and shall run with the land described in Section 1.4 to the benefit of the City of Omaha. 5.16 Partial Invalidity. If any term, covenant, or condition of this Agreement or the application thereof to any part, person, or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition shall be valid and shall be enforced to the full extent permitted by law. SECTION 6. AUTHORIZED REPRESENTATIVE In further consideration of the mutual covenants herein contained, the parties hereto expressly agree that for the purposes of notice, including legal service of - 6 - process, during the term of this Agreement and for the period of any applicable statute of limitations thereafter, the following named individuals shall be the authorized representatives of the parties: (1) City of Omaha: Steven N. Jensen, Director Legal Service City Planning Department c/o City Clerk Omaha/Douglas Civic Center Omaha/Douglas Civic Center 1819 Farnam Street 1819 Farnam Street Omaha,NE 68183 Omaha,NE 68183 (2) Developer: Louis Wright The Nathan Partnership P.O. Box 641623 Omaha, Nebraska 6864-1623 Executed this /'9'day of=,/4t1 ' .04r-- , 2005. ATTEST: s CITY OF OMAHA: • /Ak- hk-44•4--( ITY CLERK OF THE CITY OF OMAHA MAYOR OF THE CI OF OMAHA Executed this day of ,L+ j(ler , 2005. DEVELOPER: THE NATHAN PARTNERSHIP Its: 74/3,476-rt, - 7 - APPROVED AS TO FORM: Z a ASSISTANT CITY ATTORNEY STATE OF NEBRASKA ) )ss. COUNTY OF DOUGLAS ) The foregoing Agreement was acknowledged before me this 571iday of be��,e , 2005 by Louis Wright, authorized General Partner on behalf of said partnership. Notary Publ c, State of Nebraska My commission expires: A/ ZOf r GENERAL TARY-State of Nebraska CARLA J.PETRICK Comm. .Au .21 2008 - 8 - SCHEDULE OF EXHIBITS Exhibit Description A Certified Copy of the Partnership Agreement B Authorization from General Partners - 9 - } STATEOF 744.,,,,r,,,,,,,,,,„,,w NEBRASKA I, United States of America, ��►//�ii�i�iw�o' *�� A fir Department of State State of Nebraska 5 ss. n�wirirmi Lincoln,Nebraska I, John A. Gale, Secretary of State of Nebraska do hereby certify; the attached is a true and correct copy of the Certificate of Limited Partnership of THE NATHAN LIMITED PARTNERSHIP with its registered office in OMAH g A, Nebraska, as filed in this office on March 17, 2005. I further certify that said limited partnership is in existence as of this date. In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State of Nebraska on October 4, 2005. AQ. J!,,e_ ____________ sw‘A,, ,�E s TA �\`1 SECRETARY OF STATE 0 °,°,°^ :;:°" ?�A, lei lli ° . %%, ,i, //,W�' -. ,° e/') P O -4 �I^���1,• J O %k\\\ RcH v. 1 S6 . I1ijiaJj(EijijiJiiiIiiiiiiii,uJiiijiii THE NATHAN LIMITED PARTNERSHIP Filed: 03/17/200S 10:47 AM CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP THIS CERTIFICATE AND AGREEMENT made as of the 1st day of March, 2005 between The Nathan Development L.L.C. (the "General Partner") and Louis A. Wright and Gerald Winston Lee,Managers(the"Initial Limited Partner"). WITNESSETH That the parties hereto, for good and valuable consideration, receipt of which is hereby acknowledged, hereby form a limited partnership (the "Partnership") under the laws of the State of Nebraska for the term and upon the conditions set forth herein, and each of the parties hereby mutually covenants and agrees as follows: I. The name of the Partnership is"The Nathan Limited Partnership." II. The purpose of the Partnership shall be to rehabilitate, construct, own, rent and operate the premises in the vicinity of 1540 Willis Avenue and 2407 North 16th Street in Omaha,Nebraska as an affordable housing development. III. The principal place of business and office of the Partnership shall be c% The Nathan Development,L.L.C.,7514 North 86th Avenue,Omaha,Nebraska 68122. IV Louis A. Wright, whose address is 7514 North 86th Avenue, Omaha, Nebraska 68122 shall be the agent for service of process on the Partnership. V The name and business address of the General Partner is: The Nathan Development,L.L.C. 7514 North 86th Avenue Omaha,Nebraska 68122 VI The Partners'interests in the Profits and Losses of the Partnership are as follows: General Partner 99% Initial Limited Partner 1.0% • VII. The Partnership will allocate all items of Partnership income,profits and losses to the Partners on a pro rata basis according to the proportionate interest held by each Partner in the Partnership. VIII The Initial Limited Partner hereby consents and agrees that the Partnership may sell additional Limited Partnership interests at the election of the General Partner to investors pursuant to a private placement of such interests and he hereby consents to the admission of additional Limited Partners to the Partnership upon the approval of the General Partner. IX. In the event of the bankruptcy or dissolution of the General Partner, the Partnership will be dissolved unless the Initial Limited Partner elects to continue the Partnership and select one or more successor General Partners. X Louis A. Wright, is hereby empowered and authorized as Manager of the General Partner and on behalf of the Partnership to execute any and all documentation in the name of the Partnership regarding any financing to be obtained by the Partnership and/or real estate to be acquired in the name of the Partnership. XI This Certificate and Agreement of Limited Partnership shall be amended at such time or times as may be required by the Nebraska Uniform Limited Partnership Act. GENERAL PARTNER: THE NATHAN DEVELOPMENT,L.L.C. '.49's A. Wright I STATE OF ® , i, ••40.,,,,,,,.,,. NEBRASKA l. `4/: , 7 • 1 .r 1j -, 111ij1 I ! a Itl, 1zI 1",,!,6 United States of America, t43/41 ►ii'.�iionawr ..��, i t 11 frra� Department of State State of Nebraska 5 ss. �►�111g\11\1. Lincoln,Nebraska I, John A. Gale, Secretary of State of Nebraska do hereby certify; the attached is a true and correct copy of the Articles of Organization of THE NATHAN DEVELOPMENT, L.L.C. with its registered office located in OMAHA, Nebraska, as filed in this office on March 17, 2005. In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State of Nebraska on October 4, 2005. , 4. J/ete.(___, _.,.......,.......""\‘‘‘‘‘,„ � 4 o^o^ oo°°o° � ' O o°°°°°° �;O . may°[^yam.. �100 SECRETARY OF STATE ,on 90 n `I�. �.^j— (1�l�, � °ellig ' ,cap Et it�� �,p �...� 4• Or 1 J�n Iw pit'' ' '1th '''6-1 /4 aliVtv*a F lit.s. `>� °°°°zo°o^° b 1 \‘.\\` ken1S1 �gi • I(ii( L (IL WII IIIII IIIII III IiIj IIII 18 0: THE NATHAN OEVELOPMENi L L.C. Filed: 03/17/2006 10:447 AM ARTICLES OF ORGANIZATION OF THE NATHAN DEVELOPMENT,L.L.C. The undersigned, desiring to form a limited liability company for the purposes hereinafter set forth, under and in conformity with the laws of the State of Nebraska does hereby make this written certificate in duplicate and hereby verifies 1. Name. The name of the company shall be The Nathan Development, L.L.C. 2. Duration.The period of duration of the company shall be perpetual. 3. Purpose. The company is organized to become, and serve as, General Partner in The Nathan Limited Partnership, a Nebraska Limited Partnership, under the terms of the Partnership Agreement and incidental agreements pertaining to such Partnership. 4. Principal Place of Business - Registered Agent and Office. The address of the principal place of business of the company in Nebraska is: 7514 North 86th Avenue Omaha,Nebraska 68122 The name of the company's registered agent and the address of the company's registered office in Nebraska is: • Michael D.Matejka Fitzgerald, Schorr, Barmettler, Brennan, P.C.,L.L.O 13220 California Street, Suite 400 Omaha,Nebraska 68154-5225 5. Property Contributed. The total amount of cash and property other than cash contributed by the organizational members as capital is described on Exhibit"A hereto. 6. Additional Contribution. The total additional contribution to be made by all members and the times at which or events upon the happening of which they shall be made are as follows: Additional contributions shall be made in proportion to the percentage of ownership of each member and as required under the Operating Agreement of the company. • • 7. Additional Members. The only members of the company is and shall be Evolutions Development L.L.C., a Nebraska Corporation. 8. Management. Management of the company shall be vested in its Manager. The initial Manager is Louis A. Wright and Gerald Winston Lee, do Evolutions Development L.L.C., P.O. Box 641623, Omaha, Nebraska 68164-1623 and They shall serve as such until the first annual meeting of members or until his successor is elected and qualified. 9. Internal Affairs. The regulation of the internal affairs of the company axe set forth in the Operating Agreement of the company and shall govern the operation of the business and the members accordingly. EXECUTED in duplicate original counterparts by the undersigned member(s) on the / day of March 1,2005. Evolutions Development L.L. By: ouisA. WrilJ - er Evolutions Development L.L.C. By: ' • • Gerald Winston Lee,M mber EXHIBIT"A" • Capital Member and Address Contribution Ownership Units i Louis A.Wright $500.00 50% 7514 N. 86th Avenue Omaha,Nebraska 68122 Gerald Winston Lee $500.00 50% 6533 Country Squire Lane Omaha,Nebraska 68152 $1,000.00 100% ., • .---,.,.. . .._. .. .. ,. .. . . ........,..„ . .. :.. .. .• •..,•r•-......,..• . ., , .. . . , .. . . . . .... . .„.. „. .....„.:.. . .,, .. ., .. .,:^ -•• • •.• : • . . . . a .t.g1•, .i1V7 .41 1 11. . k..11.•E..l1.Z 'I:0'tI tt:0Mo'!4i • • t•• : . ' • -. ..-- - - ::. . ..-:'..••. n:,•:-::..R..n;.:.•..::.. ,.:r•••,:,••:-. :. • .a -•.•,.-:•:.:,:-.:....... ..,.• • ...• : . ... 1:1 :::'.' • • '1• ...' . 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The undersigned, hereinafter referred to as the `member", shall conduct a limited liability company, hereinafter referred to herein as "Company', at its principal office in Omaha, Nebraska, pursuant to the provisions hereof and according to the Company's Articles of Organization and the laws of the State of Nebraska. 1. Name. The name of the company shall be The Nathan Development, L.L.C. 2. Registered Agent. The name and address of the Company's registered agent, in Nebraska, is: Michael D. Matejka Fitzgerald, Schorr, Barmettler, Brennan, P.C., L.L.O 13220 California Street, Suite 400 Omaha,Nebraska 68154-5225 3. Principal Place of Business. The address of the principal place of business of the Company in Nebraska is the address of its registered agent; however, the address of the principal place of business of the Company is: 7514 North 86th Avenue Omaha, Nebraska 68110 4. Purpose. The purpose for which the Company is organized is: To become, and serve as, General Partner in The Nathan Limited Partnership, a Nebraska Limited Partnership, under the terms of the Partnership Agreement and incidental agreements pertaining to such Limited Partnership. 5. Powers. The Company shall have all powers as set forth in the Articles of Organization and any and all powers enumerated in the Nebraska Limited Liability Company Act (Laws. NEB 1993 Leg. LB 121 § 1 through 45) as the same has been enacted and amended from time to time. 6. Duration. The period of duration of the company shall be perpetual. 7. Management of Company. Management of the company shall be vested in its Manager. The Manager shall be appointed by the member. 8. Meetings of the Members. The only members of the company is and shall be Evolutions Development L.L.C., a Nebraska Corporation. The member shall from time to time appoint the Manager who shall serve at the pleasure of the member. 9. Manager. The duties and responsibilities of the Manager are as follows: The Manager shall be the principal officer of the Company and shall carry out and direct the operations of the Company under the direction of the member. The Manager shall have such other duties and responsibilities as may be prescribed by the member from time to time. 10. Limited Liability of Member; Liability of Member to Company. A. The member of the Company is not liable under judgment, decree or order of a court, or in any other manner for a debt, obligation or Liability of the Company. B. However, member is liable to the Company: (1) For the difference between the contributions to capital of the member as actually made and stated in the Articles of Organization as having been made; and (2) For any unpaid contribution to capital which a member agreed in the Articles of Organization to make in the future at the time and on the conditions stated in the Articles of Organization. C. Member holds as trustee for the Company: (1) Specific property stated in the Articles of Organization as contributed by such member, but which was not contributed or which has been wrongfully or erroneously returned; and (2) Money or other property wrongfully paid or conveyed to such member on account of the contribution of the member. D. The liabilities of the member set forth above in Paragraph B can be waived or compromised only by the consent of the member; but such waiver or compromise shall not affect the right of a creditor of the Company who extended credit or whose claim arose after the filing and before a cancellation or amendment of the Articles of Organization to enforce the liabilities of such member to the Company. E. When member has rightfully received the return in whole or in part of a capital contribution, the member is nevertheless liable to the Company for any sum, not in excess of the returned capital with interest, necessary to discharge its liability to all creditors of the Company who extended credit or whose claim arose before such return of capital. 11. Contracting Debts. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager. 12. Contributions to Capital. A. The contributions to capital of member to the Company, either initially or thereafter, may consist of cash or other property, but not services. The total amount of capital contributed by the member as initial capital is set forth on Exhibit"A"to the Articles of Organization. Their respective capital accounts shall be appropriately credited on the Company books of account to reflect such capital contributions. No additional contributions have been agreed to be made by member in the future at any time or on any conditions. B. An individual capital account shall be maintained for member. The capital interest of member shall consist of (a) the member's additional contributions to capital, if any, and (b) the members share of Company profits transferred to capital, if any, and decreased by (c) distributions to the member in reduction or withdrawal of capital, if any. C. An individual profit account shall be maintained for member. All profits'of the Company shall be accumulated in the account and allocated to the member as hereinafter provided. It shall be increased by the member's share of current profits, if any, and it shall be decreased by the member's share of current losses and‘by transfers to capital or from the member's drawing account. A credit balance in this account shall constitute a liability to the member and shall not constitute a part of the member's capital. If, after the net profit or the net loss of the Company for the fiscal year has been determined, a member's profit account shows a deficit (a debit balance),whether occasioned by drawings in excess of the member's share of Company profits or for any other reason, the deficit shall constitute an obligation of that member to the Company, but only to the limit of the member's capital account and shall not reduce the member's capital account or interest in the capital of the Company. Any deficit in the profit basis of a personal liability of the member to the Company or its successors. Payment of any amount owing to the Company by such member shall be made in a manner and time determined by the members; provided that such drawing account shall not operate in contravention of the withdrawal or reduction of a members contribution provisions contained in the Nebraska Limited Liability Company Act. D. An individual drawing account shall be maintained for member. All withdrawals made by a member shall be charged to the member's drawing • account. Each year an amount sufficient to reduce the drawing account to zero will be transferred from the member's profit account. E. A member shall not receive out of Company property any part of the members contribution to capital until: (1) All liabilities of the Company, except liabilities to members on account of their contributions to capital, have been paid or there remains property in the Company sufficient to pay them; and (2) The return of the contribution to the capital may be rightfully demanded under the Nebraska Limited Liability Company Act; and (3) The Articles of Organization are canceled or so amended as to set out the withdrawal of reduction. 13. Profits and Distributions. A. Member shall not receive salaries or compensation from the Company in its capacities as member. B. The Company's net profits and losses, established through the use of generally accepted accounting principles, shall be allocated to the member in proportion to its capital accounts (before taking into account the amount to be allocated for the current period) at the end of each fiscal year, and the aggregate share of the income, deductions, and credits of the Company allocable in a particular fiscal year to the member shall be so allocated. It is expressly provided herein that distribution of the Company's profits may be made only if assets of the Company shall be in excess of all liabilities of the Company, except liabilities to the member on account of its contributions. The earnings of the Company shall be distributed annually except that earnings may be retained by the Company and transferred to individual profit accounts if required by the Company for the reasonable needs of the business. The members by a majority vote shall decide when earnings shall be retained by the Company. 14. Dissolution. A. This Company shall be dissolved upon the occurrence of any of the events: (1) By the unanimous consent of the members. (2) As soon as possible following the occurrence of any of the events as provided in subparagraphs (1) and (2) hereinabove, pursuant to which the company will not be continued, the Company shall execute duplicate originals of a statement of intent to dissolve in such form as shall be delivered to that office. B. Upon the dissolution or termination of the Company, as aforesaid, a financial statement shall be prepared by the Company's accountants, which statement shall set forth the Company's assets and liabilities. Assets shall be liquidated by the member acting as liquidating trustee(s) as necessary to make payments to creditors. Otherwise, distribution may be made to the member in kind at fair market values in satisfaction of the interests of such member. If a member has died or become bankrupt, the successor in interest to the member shall act as liquidating trustee. The liquidating trustee shall apply all Company assets and proceeds there from in accordance with the provisions of the Nebraska Limited Liability Company Act. The liquidating trustee shall have the power and authority to make, execute, acknowledge, and file all documents required to effectuate the dissolution and termination of the Company. C. When all debts, liabilities and obligations have been paid and discharged or adequate provision has been made there for and all of the remaining property and assets have been distributed to the members, Articles of Dissolution shall be executed in duplicate, verified by the person signing the statement, and delivered to the Secretary of the State, State of Nebraska, or as otherwise required by law. 15. Distribution of Assets Upon Dissolution. In settling accounts after dissolution, the liabilities of the Company shall be entitled to payment in the following order: A. To creditors in the order of priority as provided by law, except to member on account of its contributions; B. To member in respect of its share of the profits and other P compensation by way of income on its contributions; and C. To member in respect of its contributions to capital. P P 16. Fiscal Year. The fiscal year of the Company shall be the calendar year. 17. Accounting. The Manager shall at all times during the term of the Company maintain full and accurate books of account, in which shall be entered all the transactions of the Company; the books of account shall be kept at the principal office of the Company. 18. Restrictions on Powers of Members. The member may not do any act in contravention of this Agreement or which would make it impossible to carry on the ordinary business of the Company. 19. Indemnity. The Company, according to provisions of law or the provisions hereof, shall obtain insurance to pay on behalf of or shall indemnify member and Manager, and the heirs, executors, administrators, successors or assigns of such persons for all expenses actually and reasonably incurred or liability incurred by such persons in connection with the defense of any of claim, suit or proceeding, civil or criminal, in which such persons may be made a party by reason of being or having been a member, or Manager of the Company, except in relation to matters as to which such persons shall be finally adjudged in such claim, action, suit, or proceeding to be liable for fraud, dishonesty or acts in bad faith. In the event of a settlement before or after action or suit, such payment or indemnification shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by counsel that the persons to be indemnified were not guilty of such fraud, dishonesty or acts in bad faith. The foregoing right of payment for indemnification shall not exclude other rights to which the persons may be entitled. 20. Identification Requirement. The Company shall always use its full corporate name to identify itself on all correspondence, stationery, checks, invoices, and any and all documents and papers executed by the Company. 21. Successors. This Agreement and all of the terms and provisions thereof shall be binding upon the members and new members who subsequently execute the same, and their respective legal representatives,heirs, successors, and assigns. 22. Notices. All notices or other communications under this Agreement shall be in writing and shall be considered properly given if mailed by registered or certified United States mail, postage prepaid, addressed in care of the respective members at their last-known address. Notice of change of address shall be given to the Company by registered or certified United States mail, after the date of receipt of which notice, the change of address shall be effective. When notice is required to be given to a member of the Company, a waiver in writing signed by the person or persons to which the notice is being given, whether before or after the time stated in it, is equivalent to the giving of notice. 23. Applicable Law. This Agreement and the rights of the members thereunder shall be construed and interpreted under the laws of the State of Nebraska. 24. Validity. In the event that any provision of this Agreement is held invalid by a court of competent jurisdiction, such holding shall not affect in any manner the validity of the other provisions. MEMBERS: Evolutio s..D.evelopment L.L.C. Louis A. Wrig , It sident Evolutions Development .L.C. B / /,' Y Gerald Winston Lee, s Vice-President EXHIBIT A Capital Member and Address Contribution Ownership Units Louis A. Wright $500.00 50% 7514 N. 86tt Avenue • Omaha,Nebraska 68122 Gerald Winston Lee $500.00 50% 6533 Country Squire Lane Omaha,Nebraska 68152 $1,000.00 100% r r n � n � r n i 2/2 Oct, 2005 !2:26Fi\! OWAHA PLANNING DEPT. I-G2-4 .4-61LG No, ?66i P. • AFFIDAVIT I, Louis Wright, managing member of The Nathan Development LLC, aver and state that I have authority to represent The Nathan.Development LLC and that I am authorized to sign any and all official documents, contracts, and other legal or financial instruments'pertaining to the purchase of propert ' sted in the name of The Nathan Development LLC, r --- e -Tf?e3e-IT 31 zaoS — ou •right,Mem Date The Nathan Developme LC GENERAL NOTARY•State of Nebraska STATE OF NEBRASKA. ) CARLAJ.PETRICK )SS _,. '- fury Comm.Ekp.Aug.21,2008 COUNTY OF DOUGLAS ) � G�,�.:�.� ./-.1,o of sahscribed to and sworn to before me this 5 day of Sirc, _ , 2005. Notary Pubii CERTIFIED RESOLUTIONS OF THE MEMBERS OF THE NATHAN DEVELOPMENT, L.L.C. The undersigned hereby certify that at a duly held meeting of the Members of The Nathan Development, L.L.C., a Nebraska limited liability company (the "Company"), the following resolutions were adopted: RESOLVED that the Company is hereby authorized to enter into and become a General Partner in The Nathan Limited Partnership, a Nebraska limited partnership (the "Operating Partnership"); FURTHER RESOLVED that Louis A. Wright, as Manager, is hereby authorized to execute all documents on behalf of the Company, including, but not limited to, those documents that are necessary to the Company becoming a General Partner in the Operating Partnership and necessary to the Company carrying out its duties and obligations as General Partner in the Operating Partnership, including executing, on behalf of the Company as General Partner of the Operating Partnership, promissory notes, loan documents, and security agreements to the Operating Partnership; and FURTHER RESOLVED that any and all actions heretofore taken by Louis A. Wright with respect to the Company entering into any and all documents, including, but not limited to, the limited partnership agreement and certificate and/or any amendments thereto and becoming a General Partner in the Operating Partnership and/or executing loan documents as General Partner of the Operating Partnership, are hereby ratified and affirmed. The minutes constitute a complete record of the above actions taken by the Members of the Company as of the date set forth below. IN WITNESS WHEREOF, the undersigned have executed these Resolutions on October 3, 2005. By. �1 Name:Louis A.. Wr. Title: Manager By: • �, Na . Gerald W. Lee Title: Manager • III STATE OF ...,,.... „„,,...,,... NEBRASKA `"ii„ � ���c.`sr,I �a ice, i 14 United States of America, t4�N� rfaxar off«�� 1, ill 1 fj Department of State State of Nebraska I ss• Or* t Lincoln, Nebraska I, John A. Gale, Secretary of State of Nebraska do hereby certify; the attached is a true and correct copy of the Articles of Organization of EVOLUTIONS DEVELOPMENT, LLC with its registered office located in OMAHA, Nebraska, as filed in this office on October 5, 2004. In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State of Nebraska on October 4 2005. 4. J!,,e_(____, _ ......„, EKE S 7,4 2.11�` n° 704 °°°°i sZnn°^°oae° ^°n t 141t SECRETARY OF STATE n 6� rf ° �" - � LE �•6i"' ' t ' iir ���nO^B °O'1 6 CORP I(IjS( IA !IIUIIIIHhIIiiJJII1IIII��� p Fll�d I V /V2 04P10 3+ kV ARTICLES OF ORGANIZATION OF EVOLUTIONS DEVELOPMENT,LLC Article 1 • Name The name of this limited liability company is Evolutions Development,LLC. Article 2 Duration The Company shall have perpetual existence. Article 3 Purpose and Powers 3.1 Purposes. The purposes for which the Company is organized are to engage in any and all lawful businesses for which.a limited liability company may be organized under the laws of the State of Nebraska. 3.2 Powers. The Company shall have and exercise all powers and rights conferred upon a limited liability company by the Nebraska Limited Liability Company Act (the "Act"), and any enlargement of such powers conferred by subsequent legislative acts. Article 4 Principal Place of Business The Company's principal place of business in Nebraska is 7514 N. 86th Avenue, Omaha, Nebraska 68122. Article 5 Registered Office and Registered Agent 5.1 Office. The initial registered office of the Company is 13220 California Street, Suite 400, Omaha,Nebraska 68154-5225. 166626 • 5.2 Agent. The name of the initial registered agent of the Company at such address is Michael D.Matejka. Article 6 Stated Capital The total amount of cash and a description and agreed value of all property, other than cash, initially contributed by the Members as a basis for capitalization of the Company are described below: Property Contributed Agreed Value Cash $1,000 Article 7 Additional Capital Contributions J Additional contributions to the capital of the Company shall be made only at such times and in such amounts as provided in the Operating Agreement of the Company. Article 8 Admission of Additional Members Additional Members shall not be admitted to the Company except as provided in the Operating Agreement. Article 9 Transfer.or Assignment of Membership No Member may transfer or assign by contract or operation of law all or any portion of such Member's interest in the Company except as provided in the Operating Agreement. Article 10 Withdrawal of Capital A Member may not withdraw from the Company any of the Member's capital without the written consent of all of the Members. 2 • Article 11 Management of the Comaanv The management of the Company shall be vested in one or more Managers, who shall hold the offices for the term and have the responsibilities accorded to them by the Members as set forth in the Operating Agreement. The names and addresses of the initial Managers are: Louis A.Wright 7514 N. 86th Avenue Omaha,NE 68122 Gerald Winston Lee 6533 Country Squire Lane Omaha,NE 68152 Any successor or additional Manager shall be appointed in the manner provided in the Operating Agreement. Article 12 Dissolution The Company may be dissolved upon the unanimous written consent of all Members of the Company. Article 13 Amendments These Articles may be amended only upon the affirmative vote of all of the Members of the Company. Any amendment which affects a Member's right to vote or receive distributions must be approved by such Member. • Article 14 Merger or Consolidation The Company may not be a party to a merger or consolidation with any other entity unless the Plan of Merger or consolidation is authorized and approved by all of the Members of the Company. 3 • The undersigned, being all the initial Members of the Company, hereby adopt and sign these Articles of Organization for the purpose of forming the Company under the Act. Dated this 3.0 day of SE��JeE� ,2004. MEMBERS: • G A. WRIG • RALD STON E 4 -• , . .• - •- • ••r•-;mi- ''''y-- -. ' ': ' ', '', ''.,‘,'"-,'''g'` ''',[7';‘`' " • ' " .' .. : • • E" gi. .1 •E ,Q .E .,ci 0 1 •E .9 g .c • 4.- , 32 ...? 0 .4ms -g . ,. . • .........::,,E ... .- ;§ ca ..ra 0 0 . ", CU III - "" .8 • ' ''' • . ›Nc • - — "5 in ,AD 4.) = a.) 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CERTIFIED RESOLUTIONS OF THE MEMBERS OF EVOLUTIONS DEVELOPMENT, LLC The undersigned hereby certify that at a duly held meeting of the Members of Evolutions Development, LLC, a Nebraska limited liability company (the "Company"), the following resolutions were adopted: RESOLVED that the Company is hereby authorized to enter into and become a guarantor under that certain Guaranty entered into by and among the Company and The Nathan Development, L.L.C., a Nebraska limited liability company, for the benefit of The Nathan Limited Partnership, a Nebraska limited partnership (the "Operating Partnership Guaranty"); RESOLVED that the Company is hereby authorized to enter into and become a guarantor under that certain Guaranty entered into by and among the Company and The Nathan Development, L.L.C.; FURTHER RESOLVED that Louis A. Wright, as Manager, is hereby authorized to execute all documents on behalf of the Company, including, but not limited to, the Operating Partnership Guaranty and the Bank Guaranty; and FURTHER RESOLVED that any and all actions heretofore taken by Louis A. Wright with respect to the Company entering into any and all documents, including, but not limited to, the Operating Partnership Guaranty and the Bank Guaranty, are hereby ratified and affirmed. The minutes constitute a complete record of the above actions taken by the Members of the Company as of the date set forth below. IN WITNESS WHEREOF, the undersigned have executed these Resolutions on October 3, 2005. Name: Louis A. Wrig Title: Manager Name: Geral W. Lee Title: Manager PURCHASE AGREEMENT THE NATHAN LIMITED PARTNERSHIP, ("Buyer") and CITY OF OMAHA, a Municipal Corporation in the State of Nebraska, ("Seller"), hereby agree as follows: 1. Certain Definitions. For purposes of this Agreement, the following terms are defined: a. "Closing" shall mean the closing and consummation of the transaction described in this Agreement. b. "Closing Date" shall mean the date of the Closing. c. "Premises" shall mean that certain real estate described as: Lots 14, 15 and 16, Block 2, Woods Place, an addition to the City of Omaha, as surveyed, platted and recorded in Douglas County,Nebraska. d. "Purchase Price" shall mean One and No/100 Dollars ($1.00). 2. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, the Premises for the Purchase Price. 3. Representations of Seller. Seller hereby represents and warrants to Buyer,which warranties and representations shall be true as of, and shall survive, the Closing, as follows: a. Seller is a Municipal Corporation of the State of Nebraska organized and existing under the laws of the State of Nebraska. b. Seller, subject to approval by the City Council of Omaha,Nebraska,has the authority to enter into this Agreement and perform its duties and obligations " hereunder, c. Seller has good,marketable, fee simple title to the Premises. 4. Title Commitment. Seller shall promptly obtain a title insurance commitment(the "Title Commitment"), from ATI Title Services, Inc. (the "Title Company") and shall deliver it to Buyer. Within ten(10)days after Buyer's receipt of the Title Commitment,Buyer shall give written 1 notice to Seller of any matters disclosed in the Title Commitment which Buyer finds objectionable in its reasonable discretion. Seller shall thereafter use its best efforts to correct and/or cure all such objectionable matters prior to the Closing Date. Any matters disclosed in the Title Commitment and not objected to by Buyer are herein called the "Permitted Exceptions." 5. Adjustments. The following shall be apportioned,prorated and/or adjusted between Buyer and Seller on the Closing Date(the "Adjustments"): a. All real estate taxes becoming delinquent in the year of Closing(if any)shall be prorated between Buyer and Seller to the Closing Date. b. The Buyer shall pay all documentary transfer taxes(if any) and shall pay all recording fees. c. Buyer shall pay the cost of the Title Commitment (and the title insurance policy issued pursuant thereto). 6. Closing Date. The Closing Date shall be within 30 days from date of approval of sale by the Omaha City Council, or such other date as Buyer and Seller may mutually agree. 7. Closing. The Closing may,at Seller's discretion,be conducted through the offices of Title Company. Title Company shall be responsible for the collection and disbursement of the Purchase Price, including the payment of any liens or encumbrances against the Premises. 8. Closing Date Transactions. On the Closing Date,the following transactions shall occur: a. Seller shall convey the Premises to Buyer by warranty deed,free and clear of all liens, claims and encumbrances except those of record. b. Seller shall execute such affidavits as Title Company may require in connection with the issuance of the title insurance policy. c. Buyer shall pay the Purchase Price to Seller by certified or cashier's check or otherwise in immediately available funds. Without limiting the foregoing, Seller and Buyer agree to execute and deliver such further instruments or documents and take such further acts as may reasonably be required in order to fully effect the sale of the Premises to Buyer. 2 9. Buyer Conditions. Notwithstanding anything in this Agreement to the contrary,the Closing shall be subject to the satisfaction of the following conditions: a. Seller's representations and warranties shall be true and accurate as of the Closing Date. b. Seller shall have cured and/or corrected all matters in the Title Commitment found objectionable by Buyer other than those of record. c. Seller shall have observed and performed all of Seller's covenants and agreements contained herein. 10. Eminent Domain. If,prior to the Closing,all or any portion of the Premises shall be taken by eminent domain, Seller shall promptly give notice thereof to Buyer, and Buyer shall have the right to either waive the event and proceed to effect the Closing or to not waive such event and cause this Agreement to terminate. If there shall be a taking and Buyer shall elect not to terminate this Agreement but instead to effect the Closing,the Purchase Price shall not be reduced,but Seller shall assign to Buyer all of Seller's rights to all proceeds and awards with respect to such taking. 11. Notices. All notices and other communications which either party is required or desires to send pursuant to the terms of this Agreement shall be in writing and shall be sent by either delivered personally. certified United States mail, postage prepaid, return receipt requested, orp y p g p p Notices and communications shall be deemed to have been given on the day so mailed or on the date when personally delivered. Such notices and communications shall be addressed to the parties as follows: IF TO SELLER: Mr. James R. Thele, HCD Manager City of Omaha Planning Department 1819 Farnam Street Omaha,NE 68183 IF TO BUYER: Mr. Louis Wright The Nathan Limited Partnership P.O. Box 641623 Omaha,NE 68164-1623 3 12. Applicable Law. Parties to this Agreement shall conform to all existing and applicable city ordinances,resolutions,state laws,federal laws,and all existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. 13. Interest to the City. Pursuant to Section 8.05 of the Home Rule Charter,no elected official or any officer or employee of the City of Omaha shall have a financial interest, direct or indirect, in any City of Omaha contract. Any violation of this section with the knowledge of the person or corporation contracting with the City of Omaha shall render the contract voidable by the Mayor or Council. 14 Modification. This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee or other representative of either party is empowered to alter any of the terms herein unless done in writing and signed by an authorized officer of the respective parties, pursuant to Omaha Municipal Code Section 10-142. The Mayor may, without City Council approval, approve minor administrative amendments to this Agreement. 15. Assignment. The parties may not assign its rights or obligations under this Agreement without the express prior written consent of the other party; such consent not to be unreasonably withheld. 16. Strict Compliance. All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written,and no substitution or change shall be made except upon written direction from authorized representatives of the parties. 17 Partial Invalidity. If any term, covenant, or condition of this Agreement or the application thereof to any part, person, or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition shall be valid and shall be enforced to the full extent permitted by law. 18. Binding Effect. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. DATED this 5"day of Cx VA , 2005. 4 BUYER: THE NATHAN LIMITED PARTNERSHIP .»- • Its: 7,017E1- DATED this J2/lay of ©c 27 6 - , 2005. SELLER: CITY OF OMAHA By: l ames R. Thele Its: Housing and Community Development Manager APPROVED AS TO FORM: ASSISTANT CITY ATTORNEY ATE 5 z I i i !, i { I I i I ! Ii >' I I I _.. g 1_______ _ H _ I I 1 f 1 :::::::::::::.:•:-:•:•:-:•: ::::::::::::::::::;::::::::::: \ 1. . . . ......................... N 16 St - I , 1 \ 1 { I I I I! i (1)i 1 1 'm '\ , - I �1 1 1 I I _ ! 1 Lu c 0 c "W 0. o3 (D w C - N xy I- •` Z Z n ( o� c 1.1 co l,k m o O Z 2 z GI (I) A m . _, 0 , 0 c 1 a (An p Z D C� to p z O \ O <D CD ~ c Cam') 0) CD 7 '`� fD O 't Z 0 3 , .O O�� .0 ri...< N O (Dri• Z Cr 72 ( Ar3 r ,_, rr a � 4 0 3 Z mO = 2 l co O p a) d O a, = C N —I p. n, 2 Z 02 • -,.. ,.,. N O c < 3 to - S "0 rr D. A 01 Pr rt Q O rt I- 7 O O fll r r m rr On 3 Z n '- O s, • a) M- CD (D r ' p_ N N [CD CD O O O rt O �', cn 0 C� p, Z . O d C C Nonni Go � cn n rt 0- d rt rt. 7 (_'p up \ - (0 CRD O a O0 7 CD N A O CD `G 0, ry " O. a T CD S n "0 'e O- n cu Q 7� O r cn (D 7 O O D 0 N 7 3 O) 3 Z al 7 r* < -0 10 F. CD CD 0 "0 rP• W.O -1 Vi CD fD N C (D O0 c CD r% Ni L. CO') ? 7 : 3 O Oo n, pr (y Q 7 O) rr N CCDD S O rt j , cn cn cn Q St O -P Q. CD --n O rt T = CAL 72 t rn 5 -CU CL (�10 F In �, \ Z I. rn v on N O CO ! I c A 0 4,4 el �` N. R- z — O ' "NOTICE THE DAILY RECORD TO PUBLIC' • The following Ordinance has been set for , City Council hearing on November 8, OF ONIAHA 2005, et 2:00 p.m., in the Legislative Chambers, Omaha/Douglas Civic Center, 1819 Farnam Street, at which hearing all RONALD A. HENNINGSEN, Publisher persons interested, AN ORDINANCEEy be heard.approving an PROOF OF PUBLICATION Agreement for the sale of City-owned real 1 property; to provide that notwithstanding any provisions of the pmaha Municipal UNITED STATES OF AMERICA, Code to the contrary, the City is authorized The State of Nebraska, to enter into the attached Agreement with SS. The Nathan Partnership, 7514 North 86th ' District of Nebraska, Avenue, Omaha, Nebraska 68122,to convey County of Douglas, the property located at 2407 North 16th Street las shown on the attached map) and City of Omaha, legally described as Lots 14, 15 and 16, Woods Place, an addition to the City of Omaha, as surveyed, platted and recorded, J.BOYD in Douglas County,Nebraska, for the sum of One Dollar 151.00) and to provide the being duly sworn,deposes and says that she is effective date hereof. The project account is the 2005 Community Development Block LEGAL EDITOR Grant Fund 12186,Organization 129126. WHEREAS, the City of Omaha acquired the property in anticipation et future of THE DAILY RECORD, of Omaha, a legal newspaper,printed and development of new, affordable •heusing published daily in the English language, having a bona fide paid under the Community Development Block Grant Program;and, circulation in Douglas County in excess of 300 copies, printed in WHEREAS, conveyance of the vacant property will allow for the assemblage of Omaha,in said County of Douglas,for more than fifty-two weeks last land to construct affordable housing. past; that the printed notice hereto attached was published in THE BUSTER BROWN, City Clerk DAILY RECORD,of Omaha,on 11-4-05 November 4 , 2005 Th per during that time was re arly published and in if4{> ,i • the County of Dougl tate of Nebraska. Subscribed hi my s nce and sworn to before NOTARY tsh&egYi S10 me this 4 fih ay of EXPIRES di dCLonal Copies t 0 05 trj•:"7.4Rri2?° P F O F NCB Notary Public in r D s County, Stat ebraska ' "NOTICE TO PUBLIC" THE DAILY RECORD ORDINANCE NO.37198 AN ORDINANCE approvingo an OF OMAHA Agreement for the sale of City-owned real property; to provide that notwithstanding any provisions of the Omaha Municipal RONALD A. HENNINGSEN, Publisher Code to the contrary,'the City is authorized to enter into the attached Agreement with PROOF OF PUBLICATION The Nathan Partnership, 7514 North 86th Avenue, Omaha, Nebraska 68122,to convey the property located at 2407 North 16th UNITED STATES OF AMERICA, 1 Street(as shown on the attached map) and legally described.as Lots 14, 15 and 16, The State of Nebraska, SS. Woods Place, an addition to the City of District of Nebraska, Omaha, as surveyed, platted and recorded, in Douglas County,Nebraska, for the sum of County of Douglas, One Dollar ($1.00) and to provide the Cityof Omaha, effective date hereof. The project account is the 2005 Community Development Block Grant Fund 12186,Organization 129126. J.BOYD WHEREAS, the City of Omaha acquired the property in anticipation of future development of new, affordable housing being duly sworn,deposes and says that she is under the Community Development Block Grant Program;and, LEGAL EDITOR WHEREAS, conveyance of the vacant property will allow for the assemblage of of THE DAILY RECORD, of Omaha, a legal newspaper, printed and land to construct affordable housing. SUMMARY: published daily in the English language, having a bona fide paid AN ORDINANCE approving an circulation in Douglas County in excess of 300 copies, printed in Agreement for the sale of City-owned real property; to provide that notwithstanding Omaha,in said County of Douglas,for more than fifty-two weeks last any provisions of the Omaha Municipal past; that the printed notice hereto attached was published in THE Code to the contrary, the City is authorized to enter into the attached'Agreement with DAILY RECORD,of Omaha,on The Nathan Partnership, 7514 North 86th Avenue, Omaha, Nebraska 68122;to convey November 23, 2005 the property located at 2407 North 16th Street(as shown on the attached map) and legally described as Lots 14, 15 and 16, Woods Place, an addition to the City of Omaha, as surveyed, platted and recorded, in Douglas County,Nebraska, for the sum of .� One Dollar ($1.00) and to provide the .F�` -;; 1..15 0.. , ; during that time w regularly published and effective date hereof. The project account is i � r•',.,. 1I. the 2005 Community Development Block �� f w I6%�Ia•the County of Dou , d State of Nebraska. Grant Fund 12186,Organization 129126. i ! WHEREAS, the City of Omaha acquired % It the property in anticipation of future NQj_".;q'j y development of new, affordable housing / „R ?-•K�;n 'b�gA,,..4 Subscribed' ypresenceandsworntobefore under the Community Development Block /*•• �'�11�jl�.,,.., HCl°•��� Grant Program;and, ,r blither's eLr- $ i me this rd ay of WHEREAS, .conveyance of the vacant t ' property will allow for the assemblage of r November 0 05 land to construct affordable housing. � , C� PASSED: November 15,2005,7-0 IA% 4i ++ v\� 9.70 APPROVED BY: 't7C"1'�Gti* MIKE FAHEY 11/17/05 \'‘‘‘,N. Notary Public i and r o as County, MAYOR OF THE S Nebraska CITY OF OMAHA BUSTER BROWN, City Clerk 11-23-05