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RES 2001-1686 - Donation agmt with UPR for relocation of Abbott Dr • OtAAaIA.NFe RECEIVED Law Department «��`r '+++•••�� fi` Omaha/Douglas Civic Center ® +I��� R• � 6 RN 8: 26 1819 Famam Street,Suite 804 p•�_ ; '»r JUG 2 Omaha,Nebraska 68183-0804 Ao �^ (402)444-5115 4rFo FEssOt- Telefax(402)444-5125 City of Omaha CITY CLERK OMAHA, NEBRASKt Paul D.Kratz Mike Fahey,Mayor City Attorney Honorable President and Members of the City Council, The attached proposed Resolution approves the Purchase/Sale and Donation Agreement between the Union Pacific Railroad Company and the City of Omaha. The 17.24 acres of land being acquired is for the relocation of Abbott Drive, the creation of a redevelopment site and necessary property on the western edge of the project. This acquisition is in conformance with the Gallup University Riverfront Redevelopment Plan, the Redevelopment Agreement and the design contracts previously approved by the City Council. The costs incurred will be paid from the Gallup University Riverfront Redevelopment Plan Project, Organization 1190, Fund 368, Agency 195, year 2001 funding. Your approval is respectfully requested. • Respectfully submitted, Referred to City Council for Consideration 4 / _Ze71 6/7— Charles K. unger, a M or s Offa6/Tie ate Deputy City At orney Approved as to Funding: 4/0516,( Stanley P. m, Acting Director Date Finance Department P:\Lawl\5967pjm.doc Original R RECORDING REQUESTED BY AND l WHEN RECORDED RETURN TO: UNION PACIFIC RAILROAD COMPANY Attn: D. D. Brown 1800 Farnam Street Omaha,Nebraska 68102 I (Space above for recorder's use only) QUITCLAIM DEED KNOW ALL MEN BY THESE PRESENTS: That THE CITY OF OMAHA, a municipal corporation of the State of Nebraska, whose I address is 1819 Farnam Street, Omaha, Nebraska 68183, Grantor, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to it duly paid, the receipt whereof is hereby acknowledged, has remised, released and quitclaimed, and by these presents does REMISE, RELEASE and forever QUITCLAIM unto UNION PACIFIC RAILROAD COMPANY, a corporation of the State of Delaware, whose post office address is 1416 Dodge Street, Omaha,Nebraska 68179, Grantee, its successors and assigns, forever, all of its right, title interest, estate, claim and demand, both at law and in equity, of, in and to the real estate situated in the County of Douglas, State of Nebraska, more particularly described in Exhibit A hereto attached and hereby made a part hereof(the "Property"). TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging; TO HAVE AND TO HOLD the premises described in Exhibit A unto Grantee, its successors and assigns, forever. IN WITNESSS WHEREOF, Grantor has caused these presents to be signed by its /fi.4 ye/c and attested by its City Clerk, the o29 day of Qom_ , 2001. CITY OF OMAHA, a municipal corporation Attest: of the State of Nebraska AmOrISaw -' By: �'Y�.�..i�.r a City Clerk of the City of Omaha Mayor of the Cety of Omaha Approved top ity Atto ey�' ' A STATE OF NEBRASKA ) ) ss COUNTY OF DOUGLAS ) • On , 0/9 , 200 , befor me, a Notary Public in and for said County and State, personally appeared W'e and �4;cszi-&- �/'a&i , Mayor and City Clerk, respectively, of THE. CITY OF OMAHA, a Nebraska municipal corporation,personally known to me(or proved to me on the basis of satisfactory evidence) to be .the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. (40..d4 .1!z eel an GENERAL NOTARY-State of Nebraska Notary Public SANDRA L.MOSES My Comm.Exp.July 29,2004 (SE-. • • • 06/27/01 2 G:\LA WADM\CMS\CityolOmaha\17Acre.CityQuitclaimDeed.doc 1 ems. EXHIBIT A RECONVEYANCE PARCEL Part of Blocks 0 AND P, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Nicholas Street as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02'26'24" East (assumed bearings)for 1541.23 feet along the east line of the ORIGINAL CITY OF OMAHA; Thence South 52'31'54" West for 66.92 feet to the TRUE POINT OF BEGINNING; Thence continuing South 52'31'54" West for 61.15 feet; Thence North 02'19'04" West for 150.27 feet; Thence along a curve to the left (having a radius of 1145.93 feet and a long chord bearing North 07'55'16"West for 223.78 feet) for an arc length of 224.13 feet; Thence along a curve to the right (having a radius of 5331.50 feet and a long chord bearing North 55'14'20" East for 85.14 feet) for an arc length of 85.14 feet; Thence South 02'19'04" East for 383.43 feet to the Point of Beginning. Contains 21035 square feet or 0.483 acres. (TRACT 1 B) (Item 2.4 of the Agreement) Page 1 of 1 . Form 8283 Noncash Charitable Contributions • (Rear.October 1998) OMB No. 1545 0908 ► Attach to your tax return if you claimed a total deduction of over$500 for all contributed property. r"-- Department of the TrPAvay - Attachment Internal Revenue Service ► See separate instructions. Sequence No.55 Name(s)shown on your income tax return t Identifying number Unio✓I act 1' i ,^oaci W( An 94--600134R3 Note: Figure the amount of your contribution deduction before corn leting this form. See your tax return instructions. • Section A—List in this section only items (or groups of similar items) for which you claimed a deduction of$5,000 or • less. Also, list certain publicly traded securities even if the deduction is over $5,000 (see instructions). Iaczi Information on Donated Property—if you need more space, attach a statement. (a)Name and address of the 1 donee organization (b)Description of donated property A • B . C • E Note: If the amount you claimed as a deduction for an item is$500 or less,you do not have to complete columns(d), (e), and(O. (c)Date of the (d)Date acquired (e)How acquired (f)Donor's cost (h)Method used to determine the fair contribution by donor Imo.,yr.) by donor or adjusted basis Fair market value market value _ _ B C D E 7A Part II Other Information—Complete line 2 if you gave less than an entire interest in property listed in Part I. Complete line 3 if conditions were attached to a contribution listed in Part I. 2 If, during the year, you contributed less than the entire interest in the property, complete lines a-e. a Enter the letter from Part I that identifies the property O. If Part II applies to more than one property, attach a separate statement. b Total amount claimed as a deduction for the property listed in Part I: (1) For this tax year ► (2) For any prior tax years ► c Name and address of each organization to which any such contribution was made in a prior year(complete only if different from the donee organization above): • Name of charitable organization(donee) Address(number,street,and room or suite no.) - • City or town,state,and ZIP code • d For tangible property, enter the place where the property is located or kept ► e Name of any person, other than the donee organization, having actual possession of the property ► 3 If conditions were attached to any contribution listed in Part I, answer questions a -c and attach the required statement (see instructions). a Is there a restriction, either temporary or permanent, on the donee's right to use or dispose of the donated Yes No property? b Did you give to anyone (other than the donee organization or another organization participating with the donee ---;;;;;;• Y'' organization in cooperative fundraising)the right to the income from the donated property or to the possession -`~7 ..4;:._, of the property, including the right to vote donated securities,to acquire the property by purchase or otherwise, , - •''..--' ' --or-to-designate-the-person-having-such-income;-possession,-or right to acquire? c Is there a restriction limiting the donated property for a particular use? _ - For Paperwork Reduction Act Notice, see page 4 of separate instructions. Cat.No.62299J Form 8263 (Rev. 10-98) Corm cco. iRcv. '-you Page • Name(s)shown on your inco(ne tax return Identifying number 'or) Pa-f Fic- al 1v-nad any 9171- -600'raa3' , ,Section B-Appraisal Summary—List in this section only items (br groups of similar items) for which you claimed a deduction of more than $5,000 per item or group. Exception. Report contributions of certain publicly traded securities only in Section A. If you donated art, you may have to attach the complete appraisal. See the Note in Part I below. Party Information on Donated Property—To be completed by the taxpayer and/or appraiser. 4 Check type of property: ❑ Art' (contribution of$20,000 or more) ® Real Estate ❑ Gems/Jewelry ❑ Stamp Collections ❑ Art' (contribution of less than $20,000) ❑ Coin Collections ❑ Books ❑ Other 'Art includes paintings, sculptures, watercolors, prints, drawings, ceramics, antique furniture, decorative arts, textiles, carpets, silver, rare manuscripts, historical memorabilia,and other similar objects. Note: If your total art contribution deduction was$20,000 or more,you must attach a complete copy of the signed appraisal. See instructions. 5 (a)Description of donated property(if you need (b)If tangible property was donated,give a brief summary of the overall (c)Appraised fair more space.attach a separate statement) physical condition at the time of the gift market value A - '• e'_ 00. B C D (d) Date acquired (e)How acquired (f)Donor's cost or (g)For bargain sales,enter See instructions by donor(mo.,yr.) by donor adjusted basis amount received (h)Amount claimed as a (i)Average trading price deduction of securities A .r'.0 *c _ _ /6 t, - Z$CCCOC — B C D Partttl Taxpayer (Donor) Statement—List each item included in Part I above that the appraisal identifies as having a value of$500 or less. See instructions. I declare that the following item(s)included in Part I above has to the best of my knowledge and belief an appraised value of not more than $500 (per item). Enter identifying letter from Part I and describe the specific item. See instructions. ► Signature of taxpayer(donor) ► Date ► Part1Il Declaration of Appraiser I declare that I am not the donor, the donee, a party to the transaction in which the donor acquired the property, employed by, or related to any of the foregoing persons, or married to any person who is related to any of the foregoing persons.And, if regularly used by the donor, donee, or party to the transaction, I performed the majority of my appraisals during my tax year for other persons. Also, I declare that I hold myself out to the public as an appraiser or perform appraisals on a regular basis: and that because of my qualifications as described in the appraisal,I am qualified to make appraisals of the type of property being valued.I certify that the appraisal fees were not based on a percentage of the appraised property value. Furthermore, I understand that a false or fraudulent overstatement of the property value as described in the qualified appraisal or this appraisal summary may subject me to the penalty under section 6701(a) (aiding and.abetting the understatement of tax liability).I affirm that I have not been barred from presenting evidence or testimony by the Director of Practice. • Sign Here Signature ► Title ► Date of appraisal ► Business address(including room or suite no.) • Identifying number City or town,state,and ZIP code Partly Donee Acknowledgment—To be completed by the charitable organization. This charitable organization acknowledges that it is a qualified organization under section 170(c) and that it received the donated property as described in Section B, Part I, above on ► (Date) Furthermore,this organization affirms that in the event it sells,exchanges, or otherwise disposes of the property described in Section B, Part I (or any portion thereof) within 2 years after the date of receipt, it will file Form 8282, Donee Information Return, with the IRS and give the donor a copy of that form.This acknowledgment does not represent agreement with the claimed fair market value. Does the organization intend to use the property for an unrelated use? ► ❑ Yes ❑ No Name of charitable organization(donee) Employer identification number • Address(number,street.and room or suite no.) City or town,state,and ZIP code • Authorized signature Title A D e ®. p a CITY OF OMAHA/UNION PACIFIC RAILROAD PURCHASE/SALE AND DONATION AGREEMENT between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation SELLER and THE CITY OF OMAHA, NEBRASKA, a municipal corporation of the State of Nebraska BUYER Dated c9, 2001 \ 06/22/01 G:\LAW ADM\CMS\CityofOmaha\PSA2001.6-22.doc 1 I TABLE OF CONTENTS PAGE RECITALS 1 ARTICLE I DEFINITIONS 1 1.1 "ADMINISTRATIVE ORDER ON CONSENT" 1 1.2 "CONTEMPLATED USES\ 1 1.3 "ENVIRONMENTAL COSTS" 1 1.4 "EPA\ 2 1.5 "EXECUTION DATE\ 2 1.6 "HAZARDOUS SUBSTANCE" 2 1.7 "REDEVELOPMENT SITE COVENANTS\ 2 1.8 "REDEVELOPMENT PLAN\ 2 1.9 "REDEVELOPMENT SITE\ 2 1.10 "STIPULATION\ 2 1.11 "TITLE REPORT\ 2 ARTICLE H SALE AND PURCHASE;PURCHASE PRICE 3 2.1 SALE AND PURCHASE 3 2.2 PARTIAL RELEASE OF EASEMENT 3 2.3 DONATION 3 2.4 EMINENT DOMAIN 3 ARTICLE III TITLE TO REEVELOPMENT SITE 4 3.1 REDEVELOPMENT SITE DEED AND TITLE 4 3.1.1 Title Report 4 3.1.2 Survey 4 3.1.3 Assignment of Licenses 4 . ARTICLE IV CONDITIONS TO CLOSING 4 4.1 CONDITIONS PRECEDENT 4 4.1.1 Conditions Precedent for City's Benefit 4 4.1.3 Conditions Precedent for Benefit of Union Pacific 5 ARTICLE V CLOSING 5 5.1 CLOSING 5 5.2 DEPOSITS BY UNION PACIFIC 5 5.3 DEPOSITS BY THE CITY 5 5.4 COSTS AND PRORATIONS 5 ARTICLE VII ENVIRONMENTAL RESPONSIBILITIES 6 6.1 UNION PACIFIC'S REMEDIATION WORK. 6 6.1.1 Scope of Union Pacific's Remediation Work 6 6.1.2 Coordination 6 6.1.3 Contaminated Soil in Excavations 7 6.1.4 Representations and Warranties 7 7.1.5 Remediation Plans 8 6.1.6 Interactions with Agencies;Information Sharing 8 6.2 CITY'S RIGHTS TO PERFORM REMEDIATION WORK 8 6.2.1 Union Pacific Failure to Perform 8 6.2.2 Monitoring Wells Maintenance 9 6.2.3 City Responsibilities 9 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 6.3. INDEMNIFICATION AND RELEASE 9 6.3.1 Indemnification by Union Pacific 9 6.3.2 Indemnification by City 10 6.3.3 Procedure 10 6.3.4 Condition Precedents to Indemnification 10 6.3.5 Release by City 10 6.4 LICENSE TO ENTER 11 6.5 CITY ACCESS 11 6.6 SURVIVAL;ASSIGNMENT 12 ARTICLE VIII MISCELLANEOUS PROVISIONS 12 7.1 SITE OWNER RESPONSIBILITIES 12 7.2 COVENANTS 12 7.2.1 Redevelopment Site Covenants 12 7.2.2 Infrastructure Obligations 13 7.3 DISPUTE RESOLUTION 13 7.4 NOTICES 14 7.5 FORCE MAJEURE 14 7.6 BREACH 15 7.7 NON-FOREIGN STATUS 15 7.8 ASSIGNMENT; SUCCESSORS AND ASSIGNS 15 7.9 RELATIONSHIP OF PARTIES 15 7.10 NON-WAIVER 15 7.11 ENTIRE AGREEMENT 15 7.12 AMENDMENT 15 7.13 GOVERNING LAW 15 7.14 AUTHORITY 16 7.15 COUNTERPARTS: HEADINGS 16 EXHIBITS: EXHIBIT A DECLARATION OF RESTRICTIVE COVENANTS . EXHIBIT B LEGAL DESCRIPTION OF REDEVELOPMENT SITE EXHIBIT B-1 PRINT OF REDEVELOPMENT SITE SHOWING"RESERVED RAILROAD EASEMENT" EXHIBIT C LEGAL DESCRIPTION OF RAILROAD EASEMENT TO BE RELEASED EXHIBIT D RELEASE AND QUITCLAIM EXHIBIT E QUITCLAIM DEED FROM UNION PACIFIC TO CITY EXHIBIT F ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT G LEGAL DESCRIPTION OF PROPERTY FOR INFRASTRUCTURE OBLIGATIONS EXHIBIT H CERTIFICATION OF NON-FOREIGN STATUS EXHIBIT I QUITCLAIM DEED FROM CITY TO UNION PACIFIC SCHEDULE 6.1.4-LIST OF ENVIRONMENTAL DOCUMENTS 06/22/01 G:\LAWADM\CMS\Cityof0malia\PSA2001.6-22.doc 11 , CITY OF OMAHA/UNION PACIFIC RAILROAD PURCHASE/SALE AND DONATION AGREEMENT THIS Purchase/Sale and Donation Agreement ("Agreement") is entered into as of the Effective Date (as defined below) by and between THE CITY OF OMAHA, NEBRASKA (the "City") and UNION PACIFIC RAILROAD COMPANY("Union Pacific"). These entities shall be referred to herein as a "Party" individually or the "Parties" collectively. RECITALS WHEREAS, the City is a municipal corporation duly organized, validly existing, and in good standing under the laws of the State of Nebraska. The City has all requisite corporate power and authority to perform the obligations required to be performed by it hereunder and to consummate the transactions contemplated hereby. WHEREAS, Union Pacific is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and doing business in the State of Nebraska. Union Pacific has all requisite corporate power and authority to perform the obligations required to be performed by it hereunder and to consummate the transactions contemplated hereby. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which each Party hereto expressly acknowledges, and in consideration of the mutual promises, covenants, agreements,representations,and warranties, contained herein,the Parties hereby mutually agree as follows: ARTICLE I DEFINITIONS Unless expressly defined in the following numbered definitions, the terms used in this Agreement shall have their ordinary meanings. 1.1 "Administrative Order on Consent"shall mean(a)the Order issued by the EPA and entered into by Union Pacific on February 16, 2000, requiring Union Pacific to perform a RCRA Facility Investigation and a Corrective Measures Study; and to further design and implement remediation of the Redevelopment Site in accordance with the Order, the RCRA Facility Investigation,the Corrective Measures Study, and detailed Work Plans as approved by EPA,and(b) any successor document to which Union Pacific is a party which replaces or supplements the Order. 1.2 "Contemplated Uses" shall mean the types of land uses contemplated by the Redevelopment Plan, except for the land uses and activities described in the Redevelopment Covenants as not permitted. 1.3 "Environmental Costs"shall mean and is limited to reasonable and necessary out-of- pocket costs and expenses, including, without limitation, attorney's fees, disbursements and consultants'fees,that are incurred for investigation,feasibility study,clean-up,remediation,removal, 06/22/01 G:\LAWADM\CMS\Cityof0maha\PSA2001.6-22.doc 1 disposal, response, abatement, containment, closure, restoration, monitoring or similar work with respect to environmental contamination existing on the date of Closing on, in or under the Redevelopment Site that is required by any federal or state environmental agency with jurisdiction for property the use of which is limited to the Contemplated Uses. 1.4 "EPA" shall refer to the United States Environmental Protection Agency. 1.5 "Execution Date" shall mean the date upon which this Agreement is executed by the last of the Parties to execute, as indicated in the date blank next to such last Party's signature below. 1.6 "Hazardous Substance" shall have the same meaning as the term Hazardous Substance defined in Section 101(14) of the federal Comprehensive Environmental Response Compensation and Liability Act(CERCLA). 1.7 "Redevelopment Site Covenants" shall mean those covenants,conditions,reservations and restrictions, attached hereto as Exhibit A, to be recorded against the Redevelopment Site as provided in Paragraph 8.3.1 to restrict future use of the Redevelopment Site to such uses as are in accordance with the AOC and the Stipulation and which serve to protect the integrity of the environmental response activities to be undertaken at the Redevelopment Site pursuant to the AOC and the Stipulation. 1.8 "Redevelopment Plan" shall mean the Plan describing the mixed public and private use project being developed for the Redevelopment Site passed by the City Council on 2001. 1.9 "Redevelopment Site" shall mean the real property in Omaha, Douglas County, Nebraska, described in Exhibit B, attached hereto,containing approximately seventeen and twenty- four hundredths (17.24) acres. 1.10 "Stipulation" shall mean(a)the "Stipulation for Entry of Schedule for Compliance" entered in Case No. 1468 before the Nebraska Department of Environmental Quality ("NDEQ"), covering free-phase diesel fuel in the groundwater under the Redevelopment Site, and (b) any successor document to which Union Pacific is a Party which replaces or supplements such Stipulation for Entry of Schedule for Compliance. 1.11 "Title Report" shall mean a preliminary commitment for title insurance for an ALTA standard owner's policy of title insurance on the Redevelopment Site. ARTICLE II SALE AND PURCHASE; PURCHASE PRICE; RECONVEYANCE 2.1 Sale/Purchase and Donation. The City agrees to purchase and accept, and Union Pacific agrees to sell and donate, all of Union Pacific's right, title and interest in and to the Redevelopment Site, subject to the terms and conditions of this Agreement, and excepting and reserving to Union Pacific an easement for railroad purposes upon, over and across the portion of the Redevelopment Site shown on Exhibit B-1 as "Reserved,Railroad Easement." The purchase 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA200I.6-22.doc 2 • 1 price("Purchase Price")for the Redevelopment Site is Two Million Five Hundred Thousand Dollars ($2,500,000.00). 2.2 Partial Release of Easement. At Closing,Union Pacific shall relinquish and quitclaim to the City all of Union Pacific's right,title and interest in the real property described in Exhibit C attached hereto and hereby made a part hereof, which Union Pacific has by virtue of the railroad easement reservation contained in Quitclaim Deed from Union Pacific to the City dated November 3, 2000 and recorded in the Douglas County,Nebraska Recorder's Office on , 2001 in Book , Page . Such Release and quitclaim shall be in the form of Release and Quitclaim attached hereto as Exhibit D and hereby made a part hereof. 2.3 Donation. The Parties acknowledge that Union Pacific intends to obtain an appraisal of the Redevelopment Site, and that the Redevelopment Site is being donated to the City as a charitable contribution to the extent of any excess of the fair market value (as determined by such appraisal) over the amount of the Purchase Price and the fair market value of the Reconveyance Parcel referred to in Section 2.4 below. Upon request of Union Pacific, City agrees to execute and furnish to Union Pacific at Closing an Internal Revenue Service Form 8283 with respect to such donation. 2.4 Reconveyance. At Closing,the City shall quitclaim to Union Pacific all of the City's right,title and intent in that portion of the property conveyed to the City under the Quitclaim Deed referred to under Section 2.2 above which is shown on Exhibit B-1 as"Reconveyance Parcel." Such quitclaim shall be in the form of Quitclaim Deed attached hereto as Exhibit I and hereby made a part hereof. The City agrees that such conveyance shall be in partial exchange for the Redevelopment Site, and further agrees to cooperate with Union Pacific in qualifying such exchange as a like-kind exchange under Section 1031 of the Internal Revenue Code. 2.5 Eminent Domain. The City deems that it is proper and necessary, pursuant to the Nebraska Community Development Law,to acquire the Redevelopment Site for the redevelopment and public purposes set out in this Agreement. The City represents that the City has been authorized, empowered, and directed to negotiate with the owner of the Redevelopment Site to acquire the Redevelopment Site for the redevelopment and public purposes set out in this Agreement, and to use such proceedings under the power of eminent domain as may be proper and necessary. The Parties agree that in lieu of further such proceedings, and to avoid the cost and uncertainty of litigation,the Redevelopment Site will be acquired by the City pursuant to the terms of this Agreement, and that provided Closing occurs,all relocation,attorney fees and other costs arising out of such proceedings are hereby waived by Union Pacific, except as specifically set out in this Agreement. ARTICLE III TITLE TO REDEVELOPMENT SITE 3.1 Redevelopment Site Deed and Title. At Closing under Article V,Union Pacific shall execute and deliver to City a Quitclaim Deed (the"Deed")to the Redevelopment Site in the form of Exhibit E attached. The City acknowledges that it has reviewed and accepted the title to the Redevelopment Site, and that it is acquiring under this Agreement only such right,title and interest as Union Pacific has in the Redevelopment Site. Union Pacific shall have no obligation whatsoever 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 3 • to cure any defects in title to the Redevelopment Site except that Union Pacific shall be obligated to cure at or prior to Closing any encumbrances, liens or interests in the Redevelopment Site that Union Pacific directly grants or causes to be placed against the Redevelopment Site after the Execution Date. 3.1.1 Title Report. The City has acquired the Title Report at City's sole cost and expense. 3.1.2 Survey. On or before June 15, 2001, the City, at the City's sole cost and expense, shall obtain and furnish to Union Pacific a survey and acceptable legal descriptions of the Redevelopment Site, the Reconveyance Parcel and the Reserved Railroad Easement. 3.1.3 Assignment of Licenses. Upon Closing,Union Pacific will assign to the City, and the City will assume, Union Pacific's right,title and interest in and to the License Agreements listed on Exhibit 2 to Exhibit F attached(the"Licenses"),to the extent the Licenses encumber the Redevelopment Site. The Licenses will be assigned by Union Pacific to the City and assumed by the City at Closing by duly executed Assignment and Assumption Agreement in the form of Exhibit F attached. Periodic rentals and other periodic payments under the Licenses will be prorated between Union Pacific and the City as of the date of Closing. ARTICLE IV CONDITIONS TO CLOSING 4.1 Conditions Precedent. The Closing of the sale and purchase of the Redevelopment Site under this Agreement is subject to and conditioned upon occurrence of each of the following events. 4.1.1 Con 's fi If the following condition precedent is not waived by the City or fullydition satisfied Precedent byfor Union CityPaciBenefic ont.or before the Scheduled Closing Date (as defined in Paragraph 5.1),the City shall have the option of terminating this Agreement by giving Union Pacific written notice of such termination on or before the Scheduled Closing Date, in which event this Agreement and all rights and obligations of the Parties hereunder shall become null and void: Union Pacific shall have timely performed all material obligations required of it under this Agreement that are required to be performed prior to the Scheduled Closing Date. 4.1.2 Conditions Precedent for Benefit of Union Pacific.If any one of the following conditions precedent is not waived by Union Pacific or fully satisfied on or before the Scheduled Closing Date,then Union Pacific shall have the option of terminating this Agreement,in which event this Agreement and all rights and obligations of the Parties under this Agreement shall become null and void: (i) The City shall have timely performed all material obligations required of it under this Agreement that are required to be performed prior to the Scheduled Closing Date. (ii) The City shall have obtained all necessary approvals to enable City to carry out the Infrastructure Obligations referred to in Section 7.2.2. 06/22/01 G:\LAWADM\CMS\CiryofOmaha\PSA2001.6-22.doc 4 ARTICLE V CLOSING 5.1 Closing. The sale/purchase and donation of the Redevelopment Site shall close(the "Closing") on or before June 29, 2001 ("Scheduled Closing Date"). At Closing, the Parties shall deposit the following documents in escrow and the escrow agent shall close the escrow in accordance with the instructions of Union Pacific and the City consistent with this Agreement. 5.2 Deposits by Union Pacific. Union Pacific shall deposit or cause to be deposited into escrow (a) the Deed, the Redevelopment Site Covenants, and the Release and Quitclaim, as duly executed and acknowledged by Union Pacific, (b) the Assignment and Assumption Agreement referred to in Paragraph 3.1.3, as duly executed by Union Pacific, and (c) such other documents, including without limitation, escrow instructions, as are required of Union Pacific to Close the transaction in accordance with this Agreement. 5.3 Deposits by the City. The City shall deposit or cause to be deposited with the escrow agent (a) the Purchase Price in immediately available funds for wire transfer to Union Pacific, (b) the Assignment and Assumption Agreement, as duly executed by the City, (c)the quitclaim deed to the Reconveyance Parcel, as duly acknowledged and executed by the City, and(d) such documents, including without limitation, escrow instructions,as are required of the City to close the transaction in accordance with this Agreement. 5.4 Costs and Prorations. General real estate taxes,utility charges,assessments and other items of revenue or expense from the ownership,management and operation of the Redevelopment Site shall be prorated between the Parties as of the date of Closing. The City shall pay the cost of any title insurance, the recording fees for the Deed,the Redevelopment Site Covenants,the Release and Quitclaim and the quitclaim deed to the Reconveyance Parcel, and the escrow fees. ARTICLE VI ENVIRONMENTAL RESPONSIBILITIES 6.1 Union Pacific's Remediation Work. 6.1.1 Scope of Union Pacific's Remediation Work. Union Pacific, at its sole cost and expense (except as otherwise provided in this Agreement), and in a safe, efficient and workmanlike manner and in accordance with all applicable industry standards, will cause (a) the performance of the investigation, remediation and groundwater monitoring required for the Redevelopment Site under the AOC and the Stipulation, all in accordance with and within the time periods required under the AOC and the Stipulation, and (b) cause to be completed in a commercially reasonable time period any investigation, remediation and groundwater monitoring work required by any federal or state environmental agency with jurisdiction with respect to any contamination on the Redevelopment Site discovered after the date of this Agreement, to the practicable extent necessary to allow the types of land uses included in the Contemplated Uses and in a manner consistent with a risk-based cleanup approach for such types of land uses and with the AOC and the Stipulation, (collectively, "Union Pacific's Remediation Work"); excepting,however, 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 5 , from Union Pacific's Remediation Work,any work(u)relating to environmental contamination not present on the Redevelopment Site or Union Pacific's adjacent property prior to the date of Closing, or(v) relating to contamination or work that is materially exacerbated by the activities of City, or any of City's employees, permittees, agents, contractors or consultants, or by the activities after Closing of any owners, occupants, licensees,permittees, invitees or tenants of the Redevelopment Site, or(x)to the extent Union Pacific's performance of work is delayed or otherwise interfered with by City's negligence, willful misconduct or breach of City's obligations under this Article VI, or(y) to the extent such work would otherwise be necessary for development of the Redevelopment Site in the absence of contamination (e.g., if contaminated soil would otherwise be required to be excavated in the course of development,Union Pacific will be responsible only for the incremental cost of disposal of the excavated soil attributable to contamination for which Union Pacific is responsible under this Agreement), or(z)relating to the placement by Union Pacific,at the request of City, of certain lead contaminated soil (the "Excavation Soil") on the Redevelopment Site. 6.1.2 Coordination. Union Pacific understands and acknowledges that after Closing, City or its successor in title will be constructing improvements on the Redevelopment Site for Contemplated Uses in accordance with the Redevelopment Plan. Union Pacific and City agree to cooperate to accommodate and facilitate both the performance of Union Pacific's Remediation Work and Union Pacific's obligations under the AOC and the Stipulation, and City's construction activities, and to minimize interference with the use of the Redevelopment Site for the Contemplated Uses in accordance with the Redevelopment Plan and any damage to improvements for Contemplated Uses constructed pursuant to the Redevelopment Plan. Such cooperation will include the coordination of the scheduling(such as phasing the performance of Union Pacific's Remediation Work) and manner of conducting City's site development activities and the performance of Union Pacific's Remediation Work, to the extent commercially reasonable and allowed under applicable environmental laws, regulations and orders. City may construct improvements for Contemplated Uses in accordance with the Redevelopment Plan, and City's normal and customary site activities in connection with such construction will not be considered to materially interfere with Union Pacific's Remediation Work or to constitute exacerbation, so long as conducted in a non-negligent manner and in accordance with the provisions of this Article VI. Each Party will provide its proposed scheduling and manner of conducting such site activities to the other Party as soon as available. Union Pacific shall provide prompt notice to the City of Union Pacific's intention to undertake any Remediation Work that might result in any interference with or disturb the City's operations on the Redevelopment Site, and will take commercially reasonable measures, consistent with its obligations under the AOC and the Stipulation,to minimize any such interference. Union Pacific's normal and customary site activities in connection with the performance of Union Pacific's Remediation Work will not be considered to materially interfere with City's operations on the Redevelopment Site or to constitute exacerbation, so long as conducted in a non-negligent manner and in accordance with the provisions of this Article VI. The City will provide prompt notice to Union Pacific of the City's intention to undertake any site development activities that might result in interference with Union Pacific's Remediation Work, and will take commercially reasonable measures to minimize any such interference. 6.1.3 Contaminated Soil in Excavations. If contaminated soil for which Union Pacific is responsible as falling within the definition of Union Pacific's Remediation Work under this Article VII is discovered in the course of City's excavation activities in accordance with the 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 6 Redevelopment Plan, Union Pacific will meet with City representatives as soon as practicable to discuss and agree with City on the manner in which, and by which Parry's contractor, the contaminated soil will be handled and, if and as required by law,removed from the Redevelopment Site and disposed of, all in as expeditious a manner as is commercially reasonable and with the Environmental Costs for such agreed-upon handling, removal and disposal to be borne by Union Pacific as provided under this Article VI. If City pays such Environmental Costs for which Union Pacific is responsible,Union Pacific will reimburse City within thirty(30)days after Union Pacific's receipt of City's invoice and reasonably acceptable backup documentation. 6.1.4 Representations and Warranties. Union Pacific represents and warrants that (a) it has received no written notice of any enforcement actions against it with respect to contamination of the Redevelopment Site other than the enforcement actions pursuant to which the AOC and the Stipulation were issued, and (b) it has no actual knowledge of any contamination of the Redevelopment Site with any Hazardous Substances at concentrations which would cause EPA or NDEQ to require remediation, other than the Hazardous Substances identified as present at the Redevelopment Site in the reports listed on Schedule 6.1.4 attached or in public documents available for review at EPA or NDEQ. For purposes of this Paragraph 6.1.4,the"actual knowledge"of Union Pacific means the current, actual knowledge,without duty of inquiry or investigation, of R. David Uhrich, Dennis D. Brown, and Jeffrey McDermott. 6.1.5 Remediation Plans. Except in the event of an emergency or court or agency order that precludes such advance submission,Union Pacific will,not less than thirty(30) days prior to the date Union Pacific desires to enter upon the Redevelopment Site to perform any remediation activities which are not within the scope of a remediation plan in place on the date of this Agreement or which constitute a substantial modification of any such existing remediation plan, submit to City a description of such proposed remediation activities ("Remediation Plan"), showing to the extent practicable the proposed location of any and all remediation facilities contemplated thereby and in sufficient detail so as to allow City to determine the extent, method, location, commencement date for, and estimated length of time required to perform the remediation activities contemplated by such proposed Remediation Plan. As soon as practicable, but in no event more than fifteen (15) days following its receipt of a proposed Remediation Plan, City will submit to Union Pacific its requested revisions respecting such proposed Remediation Plan and City's reasons for requesting the revisions. Union Pacific will thereafter modify the proposed Remediation Plan to incorporate City's requested revisions, provided that the requested revisions are consistent with the goals and objectives of the proposed Remediation Plan,are necessary to avoid unreasonable interference with any Contemplated Uses to be constructed in accordance with the Redevelopment Plan, and do not materially increase the scope or incremental cost of Union Pacific's Remediation Work. If City fails to submit comments on the proposed Remediation Plan within fifteen(15)days after City's receipt,then City will be deemed to have approved the proposed Remediation Plan. 6.1.6 Interactions with Agencies., Information Sharing. City agrees that Union Pacific has the right to have the lead role in all negotiations and other significant dealings with applicable environmental agencies with respect to Union Pacific's Remediation Work,the AOC and the Stipulation, subject to City's rights under this Article VI, and to control and conduct(subject to the provisions of this Article VI) any investigation, remediation or other work with respect to any environmental contamination of or from the Redevelopment Site for which Union Pacific may be 06/22/01 G:\LAWADM\CMS\CiryofDmaha\PSA2001.6-22.doc 7 responsible (whether under this Agreement or otherwise). Union Pacific agrees that City has the right to meet, communicate and negotiate with applicable environmental agencies with respect to contamination,risk-based cleanup levels and the Contemplated Uses for the Redevelopment Site, subject to Union Pacific's rights under this Article VI. Union Pacific and City each will(a)promptly provide to the other Party copies of all notices,demands, data and other communications with any environmental agency respecting environmental contamination of the Redevelopment Site and/or Union Pacific's Remediation Work,and(b)where practicable, give the other Party not less than five (5) days prior written notice of each scheduled meeting with any environmental agency concerning o the Redevelopment Site, and the opportunity to have a representative in attendance at any such meeting if acceptable to the agency. 6.2 City's Rights to Perform Remediation Work. 6.2.1 Union Pacific Failure to Perform. If Union Pacific fails to perform any of Union Pacific's Remediation Work, and does not commence to cure such failure within ten (10) business days after notice from City to Union Pacific specifying in detail the failure,then City may elect, at City' sole discretion, to perform any or all of such unperformed work by giving Union Pacific notice of City's election. 6.2.2 Monitoring Wells Maintenance. After Closing, City may elect, in its sole discretion, to perform any monitoring wells maintenance work included in Union Pacific's Remediation Work. Such election may be made only by City giving Union Pacific notice of such election at least thirty(30) days in advance. 6.2.3 City Responsibilities. If City elects under Paragraphs 6.2.1 or 6.2.2 to perform any of Union Pacific's Remediation Work, such work will be conducted by City in accordance with all of the requirements of this Article VI with respect to Union Pacific's performance of Union Pacific's Remediation Work(including, without limitation, Union Pacific's right to approve City's Remediation Plans under Paragraph 6.1.5), except that(a)the Environmental Costs incurred by City for such work will be reimbursed by Union Pacific within thirty (30) days after Union Pacific's receipt of City's invoice and reasonably acceptable backup documentation, and(b) if City is required by law to remove contaminated material or groundwater from the Redevelopment Site in the course of so performing such work, Union Pacific will retain liability as the owner of such material upon its disposal by City and will indemnify the City for any liability resulting from the City's arrangement for disposal of such contaminated material or groundwater, provided such disposal complies with all applicable laws and customary practices existing at the time of disposal and is conducted in a non-negligent manner. 6.3. Indemnification and Release. 6.3.1 Indemnification by Union Pacific. As of the date of Closing,Union Pacific agrees to indemnify, release, defend and hold harmless City from and against, to the extent the following are due to failure of Union Pacific to perform Union Pacific's Remediation Work in accordance with the requirements of this Article VI,(a)Environmental Costs and governmental fines and penalties incurred by City; (b)liabilities,claims, actions,causes of action,damages, losses,costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by City in 06/22/01 G:\LAWADM\CMS\CityofOmalta\PSA2001.6-22.doc 8 defending, reasonably settling or satisfying claims against.City by third parties (except for any owners, occupants, licensees, permittees, invitees or tenants of the Redevelopment Site after the Closing, or any Party contracting with City with respect to the Redevelopment Site, or any of City's employees, agents, contractors or consultants) for property damage or bodily injury and (c) Environmental Costs or any liabilities, claims, actions, causes of action, damages, losses, costs or expenses arising out of(i)breach by Union Pacific of the representations and warranties in Paragraph 6.1.4, or(ii)contamination of the Redevelopment Site first occurring after Closing that is caused by Union Pacific, or(iii) contamination on the Redevelopment Site that is materially exacerbated after Closing by the activities of Union Pacific or any of Union Pacific's employees,permittees, agents, contractors or consultants. The foregoing indemnification does not apply to any Environmental Costs or any liabilities, claims, actions,causes of action, damages, losses, costs or expenses arising out of ((u) the presence of the Excavation Soil on the Redevelopment Site, or (v) use of the Redevelopment Site for any use which is not a Contemplated Use,or(w)contamination or work that is materially exacerbated by the activities of City or any of City's employees, permittees, agents, contractors or consultants, or by the activities after Closing of any owners, occupants, licensees, permittees,invitees or tenants of the Redevelopment Site,or(x) delays in or interference with Union Pacific's performance of Union Pacific's Remediation Work due to City's negligence or willful misconduct, or (y) breach of City's obligations under this Article VI, or (z) contamination of the Redevelopment Site occurring after Closing unless caused by Union Pacific. 6.3.2 Indemnification by City. City,to the extent it may lawfully do so, agrees to indemnify, release, defend and hold harmless Union Pacific from and against any and all liabilities, claims, actions, causes of action, damages, losses,costs and expenses (including,without limitation, reasonable attorneys' fees) arising out of(a)use of the Redevelopment Site for any use which is not a Contemplated Use, or(b)contamination or remediation work that is materially exacerbated by the activities of City, or any of City's employees, agents, contractors, consultants, licensees, invitees or tenants, or (c) delays in or interference with Union Pacific's performance of Union Pacific's Remediation Work due to City's negligence or willful misconduct, or(d)breach of City's obligations under this Article VI, or(e)contamination of the Redevelopment Site occurring after Closing unless caused by Union Pacific, or(f)the presence of the Excavation Soil on the Redevelopment Site. 6.3.3 Procedure. Promptly upon obtaining actual knowledge at the managerial level of any matter for which Union Pacific or City(an"Indemnitee") may be entitled to indemnification under this Paragraph 6.3, such Indemnitee will give detailed written notice of such matter to the other Party (the "Indemnifying Party"). Union Pacific and City expressly acknowledge that the hold harmless obligations undertaken by the Indemnifying Party in accordance with this Agreement include the right and obligation on the part of the Indemnifying Party to defend any claim, action, or proceeding brought against an Indemnitee with counsel acceptable to the Indemnifying Party in its sole discretion. Union Pacific and City expressly acknowledge that there may exist potential or actual conflicts of interest between them in such claim, action or proceeding and Union Pacific and City agree to waive the same. An Indemnitee will, at the Indemnifying Parry's request and at the Indenmitee's expense, cooperate with the Indemnifying Party in the defense of any claim by providing access to documents, providing a suitable representative on its behalf at any hearing or trial, and making available such information and officers, employees and representatives as the Indemnifying Party reasonably may request. 06/22/01 G:U.AWADM\CMS\CityofRmaha\PSA2001.6-22.doc 9 6.3.4 Condition Precedents to Indemnification. An Indemnifying Party has no obligation to defend, hold harmless, or indemnify an Indemnitee under this Agreement, and an Indemnifying Party is not required to appear and defend a claim, action or suit brought against an Indemnity for which indemnification may be provided under this Paragraph 6.3, unless the Indemnitee notifies the Indemnifying Party of the claim, action or suit in writing in accordance with Paragraph 6.3.3. Without limitation of the foregoing,all claims, actions,rights,and proceedings to enforce indemnification under this Paragraph 6.3 are absolutely barred and rendered null and void unless a claim notice is delivered by the Indemnitee to the Indemnifying Party within one year after the Indemnitee obtains actual knowledge at the managerial level of the matter giving rise to the claim. 6.3.5 Release by City. Except for breach of Union Pacific's obligations under this Article VI,Union Pacific's obligations to indemnify City under Paragraph 6.3.1 and 6.4, and breach of Union Pacific's representations and warranties under Paragraph 6.1.4, City, for itself, its successors and assigns,waives,releases,remises and forever discharges,Union Pacific, its affiliates, their employees, agents, officers, successors and assigns, of and from any and all claims, suits, actions,causes of action,demands,rights,damages,costs,expenses,penalties,fines or compensation whatsoever, direct or indirect, on account of or in any way arising out of or in connection with the physical and environmental condition of the Redevelopment Site,whether known or unknown, or any federal, state or local law, ordinance, rule or regulation applicable thereto, including, without limitation,the Toxic Substances Control Act,the federal Comprehensive Environmental Response, Compensation and Liability Act, and the Federal Resource Conservation and Recovery Act. 6.4 License to Enter. Effective as of Closing, City,for itself,its successors and assigns, grants to Union Pacific and its representatives and contractors an irrevocable nonexclusive license and right to enter upon the Redevelopment Site from time to time and in locations within the Redevelopment Site as may be reasonably required for purposes of performing Union Pacific's Remediation Work and complying with the AOC and the Stipulation. All persons who enter upon the Redevelopment Site on behalf of or at the behest of Union Pacific will do so at their own risk, and City will have no liability whatsoever to Union Pacific or any other persons respecting the condition of the Redevelopment Site or any patent or latent defect thereof. City may have one or more representatives or contractors present, whether such entry by Union Pacific is to perform remediation activities or otherwise. Union Pacific will not suffer or permit to be enforced against the Redevelopment Site, or any part thereof, any mechanics', materialmen's, contractors' or subcontractors' liens or any claim for damage arising from any work performed by Union Pacific or Union Pacific's representatives or contractors under this right of entry, but Union Pacific will pay or cause to be paid or released all of said liens, claims or demands before the same are enforced against the Redevelopment Site. Union Pacific will indemnify, defend and hold harmless City from and against any loss, damage, injury, accident, fire or other casualty,liability,claim,cost or expense (including reasonable attorneys' fees)of any kind or character to any person or property, including the property of City, arising out of any negligent act or omission or willful misconduct of Union Pacific or any of Union Pacific's representatives or contractors while on the Redevelopment Site pursuant to the license granted in this Paragraph 6.4. The provisions of this Paragraph 6.4 will run with the land and will bind and benefit each subsequent owner of the Redevelopment Site. At Union Pacific's request, a memorandum of this Paragraph 6.4 will be recorded at Closing. 06/22/01 G:\LAWADM\CMS\CiryofOmaha\PSA2001.6-22.doc 10 6.5 City Access. City, its consultants, contractors, employees and representatives are authorized to enter and move about the Redevelopment Site during normal business hours and at other reasonable times during Union Pacific's conduct of the Remediation Work for purposes of reviewing the progress of Union Pacific in carrying out the terms of the AOC and the Stipulation, inspecting records, operating logs and related activities undertaken pursuant to the AOC or the Stipulation, using a camera, sound recording, or other documentary type equipment, and verifying the reports and data prepared by Union Pacific for submittal to EPA or NDEQ that are within the possession or under control of Union Pacific or its contractors or consultants. Prior to entering the Redevelopment Site, such personnel must notify Union Pacific of their planned presence at the Redevelopment Site and identify themselves by name, position and purpose of their visit. Such personnel, at the election of Union Pacific, shall be accompanied by Union Pacific personnel at all times when on the Redevelopment Site and shall comply with all applicable EPA,OSHA,and Union Pacific safety requirements, including the Union Pacific's OSHA-mandated safety plan and the Health and Safety Plan required to conduct the Remediation Work. Prior to Closing,no such entry may be made on the Redevelopment Site by City, its contractors, consultants, employees or representatives,unless and until City and its contractors, and consultants(as applicable)execute and deliver to Union Pacific the standard Union Pacific Right of Entry Agreement. 6.6 Survival; Assignment. The provisions of this Article VI will survive the Closing. The rights of City under this Article VI may be assigned by City only to a subsequent holder of fee title to the Redevelopment Site, with such rights to be enjoyed jointly and severally by the assignor and assignee, except that(a)no rights of City may be assigned except to a holder of fee title to the Redevelopment Site who, in writing for the benefit of Union Pacific, assumes the obligations of City under this Article VI accruing on and after the effective date of the assignment and releases and indemnifies Union Pacific from liability to the same extent as City releases and indemnifies Union Pacific in this Article VI, and(b)the rights of City under Paragraphs 6.1.1, 6.1.5,6.1.6, 6.2 and 6.6 may be enjoyed only by the then-current holder of fee title to the Redevelopment Site. Notwithstanding any such assignment of rights by City and assumption of obligations by the transferee, City will remain obligated under this Article VI so long as it retains any title in the Redevelopment Site. If City disposes of all of its title in the Redevelopment Site, then City will remain liable for any and all obligations of City under this Article VI accruing prior to such disposition. ARTICLE VII MISCELLANEOUS PROVISIONS 7.1 Site Owner Responsibilities. Upon Closing of the donation, sale and purchase of the Redevelopment Site hereunder, except as set forth in this Agreement, the City shall be entitled to all rights and shall be responsible for all liabilities, obligations and burdens associated with ownership of the Redevelopment Site, including the rights to improve, lease,mortgage or encumber the Redevelopment Site consistent with the Redevelopment Covenants and the obligations to maintain the Redevelopment Site, keep the Redevelopment Site free of dangerous or nuisance conditions, and pay all taxes, assessments,utility charges and other fees connected with or arising from ownership of the Redevelopment Site. 06/22/01 G:\LAWADM\CMS\CityofOmahap SA200I.6-22.dot 1 1 i 7.2 Covenants. 7.2.1 Redevelopment Site Covenants. At the time of Closing of this transaction and immediately prior to recordation of the Deed, Union Pacific shall cause the Redevelopment Site Covenants to be recorded with the Register of Deeds of Douglas County,Nebraska. The City shall enforce and comply with the Redevelopment Site Covenants and shall take all reasonable and prudent actions to insure that its tenants, successors, assignees, invitees and licensees comply with the Redevelopment Site Covenants. The City may lease or sell the Redevelopment Site to another entity for use in a manner inconsistent with the Redevelopment Site Covenants, if all the following conditions are met: (1)the City requires the entity, as a condition precedent of the lease or purchase agreement; to receive approval from EPA and NDEQ that the Redevelopment Site may be used in the manner in which the entity intends to use it, and(2)the City requires the entity to remediate the Redevelopment Site to the extent required by EPA or NDEQ for the Redevelopment Site to be put to such use, and(3)EPA and NDEQ unconditionally release Union Pacific from any and all liability and obligation relating to such use, and(4)the City and such entity agree to release and indemnify Union Pacific with respect to such use. 7.2.2 Infrastructure Obligations. City agrees that upon request of Union Pacific or Union Pacific's assignee, City, at City's sole cost and expense and in accordance with plans and specifications approved by Union Pacific or Union Pacific's assignee, shall complete or cause to be completed rough site grading and preparation and construction of public street and utility improvements for the property described on Exhibit G (the "UP Property") attached hereto and hereby made a part hereof(the "Infrastructure Obligations"). City shall not be obligated to incur more than Seven Hundred Fifty Thousand Dollars($750,000.00) in out-of-pocket construction costs to fulfill the Infrastructure Obligations,or to incur any construction costs that do not qualify for tax- increment financing. The City agrees to process the necessary Redevelopment Plan and all other necessary approvals to qualify the UP Property for tax-increment financing, provided that the statutory and City ordinance requirements therefor are satisfied. 7.2.3 Pedestrian Overpasses. Provided that the sale and purchase of the Property Closes as provided in this Agreement,Union Pacific agrees that the City,at its sole cost and expense, may construct, install and maintain up to three (3) pedestrian overpasses in mutually acceptable locations over the Union Pacific tracks adjacent to the easterly boundary of the property conveyed by Union Pacific to the City by the Quitclaim Deed dated November 3,2000, referred to in Section 2.2, provided, however, that such overpasses shall meet Union Pacific's then-current standards therefor(including, without limitation, clearances, and"caging") and that the City executes Union Pacific's then-current standard form of agreement for pedestrian overpasses. 7.3 Dispute Resolution. Any disputes between the Parties as to the interpretation or enforcement of this Agreement shall be submitted to the other Party in writing, after which the Parties shall negotiate in good faith to attempt to resolve the dispute for a period of forty-five (45) days. Following the expiration of such forty-five day period, unless the Parties agree to submit the dispute to binding arbitration, either Party may institute an action to enforce the terms of this Agreement in any state court of Nebraska or federal court sitting in Nebraska with jurisdiction. The Parties each submit to the personal jurisdiction of Nebraska state courts and waive any right to assert that venue in such courts is improper, or that such courts are an inconvenient forum. If the Parties 06/22/01 G:\LAWADM\CMS\Cityofomaha\PSA2001.6-22.doc 12 agree during such forty-five day period to submit the dispute to binding arbitration, the initial negotiation period shall be extended for a period of fifteen(15)days,or such longer period as agreed to in writing by the Parties,to permit the Parties to negotiate the terms and conditions governing the arbitration. If no mutual agreement about arbitration terms and conditions is reached within this extended period,then either Party may resort to judicial enforcement as provided above. 7.4 Notices. All notices, submissions and other communications required or provided for under this Agreement shall be in writing and shall be effective only if delivered personally or sent by certified mail,return receipt requested,with postage prepaid,or by overnight carrier or confirmed facsimile addressed as follows: Union Pacific: Union Pacific Railroad Company 1800 Farnam Street Omaha NE ATTN.: Assistant Vice President-Real Estate FAX: (402) 997-3601 With copy to: Union Pacific Railroad Company 1416 Dodge Street, Room 830 Omaha,NE 68179 ATTN.: Real Estate Attorney FAX: (402)271-7107 City: City of Omaha 1819 Farnam Street Omaha,Nebraska 68183 ATTN.: City Attorney FAX: (402) 444-5125 Any notice sent by mail in the manner set forth above shall be deemed given and received as of the documented date of return receipt. Any notice or communication given by personal delivery or sent by overnight carrier or confirmed facsimile in the manner set forth above shall be deemed given upon receipt. Either Party hereto may change its notice address by giving notice to the other Party in the manner set forth herein. 7.5 Force Majeure. Neither Party shall be considered in default in the performance of its non-monetary obligations under this Agreement if and to the extent such performance is wholly or partially prevented or delayed by events or causes beyond the control of the affected Party,including, without limitation, fire, flood, labor strikes or unrest, unusual weather, delays caused by the other Party (including, without limitation, changes in work requested by the other Party, and lack of timeliness of the other Party in responding to requests for consent or approval), and delays in obtaining permits unless due to failure to make timely and bona fide applications("Force Majeure"). Unless the Force Majeure event prevents the performance of obligations under this Agreement,the Force Majeure event shall not operate to excuse, but only to delay,the performance of obligations under this Agreement. Upon learning of a Force Majeure event,the affected obligations hereunder shall be suspended for the duration of the Force Majeure event and the time for performance of such 06/22/01 G:\LAWADM\CMS\CityofOmaha PSA2001.6-22.doc 13 • obligations shall be extended for as long as is reasonably necessary in light of the Force Majeure. The Party affected by the Force Majeure shall use good faith efforts to attempt, in a commercially reasonable manner, to rectify the conditions brought about by the Force Majeure and to avoid or minimize delay. Promptly upon learning of the existence of or potential for an event that qualifies as Force Majeure, the affected Party shall give the other Party prompt notice of such situation, describing it in full detail. 7.6 Breach. A failure to comply with the requirements of this Agreement shall constitute a breach of this Agreement for which the non-breaching Party is entitled to recover damages. 7.7 Non-Foreign Status. Union Pacific Federal ID No. 94-6001323, is not a foreign corporation and withholding of Federal Income Tax from the amount realized will not be made by the City. A certificate prepared in conformance with IRS regulations under Section 1445 of the Internal Revenue Code is attached as Exhibit H. 7.8 Assignment; Successors and Assigns. The City will not transfer or assign this Agreement or any interest therein to any entity other than the Future Owner, without the consent in writing of Seller. It is agreed that any such transfer or assignment,whether voluntary, by operation of law or otherwise, without such consent in writing,will be absolutely void and will, at the option of Union Pacific terminate this Agreement. Except as aforesaid, this Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and assigns. 7.9 Relationship of Parties. Nothing herein shall be deemed to create a partnership or joint venture and/or a principal and agent relationship between the Parties and each Party shall have and maintain complete control over all of its employees, agents, and operations.Neither Party nor any agent, employee, or subcontractor of either Party shall be, represent, act, purport to act or be deemed to be the agent,representative,employee or servant of the other Party and neither Party shall all have authority to bid for or to undertake any contracts enforceable against the other Party. 7.10 Non-Waiver. The failure of either Party to enforce its right under any provision of this Agreement shall not be construed to be a waiver of such provision.No waiver of any breach of this Agreement shall be held to be a waiver of any other breach. 7.11 Entire Agreement. This Agreement, including all exhibits hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supercedes any and all other communications,representations,proposals,understandings or agreements, either written or oral,between the Parties with respect to such subject matter, except for the Right of Entry dated March 14, 2001. 7.12 Amendment. This Agreement may not be modified or amended, in whole or in part, except by a writing signed by both of the Parties. 7.13 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska. 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 14 7.14 Authority. Each Party hereto represents and warrants that it has all requisite power to enter into and be bound by the terms and conditions of this Agreement and to carry out its respective obligations hereunder and that the execution and delivery of this Agreement and the performance of each Parry's obligations hereunder have been duly authorized by all necessary action (corporate or otherwise) of such Party. 7.15 Counterparts: Headings. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The headings and subheadings contained in this Agreement are used solely for convenience and do not constitute a part of the Agreement, nor should they be used to aid in any manner in the construction or interpretation of this Agreement. IN WITNESS WHEREOF,the undersigned have executed this Agreement as of the dates set forth below. r/ .J 1 2-7 , 2-o m I UNION PACIFIC RAILROAD COMPANY Date B . Its: ASST. VICE PHES1uLNT 9G/A.e og CITY OF OMAHA Dat By: f MAYOR OF TIg CITY OF OMAHA ATTEST: City Clerk a:24/411's7 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 15 EXHIBIT A DECLARATION OF RESTRICTIVE COVENANTS Union Pacific Railroad Company, a Delaware corporation, ("Declarant"), being the owner of the real property located in Douglas County,Nebraska, as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (the "Premises"), hereby adopts the covenants, conditions, and restrictions set forth in this Declaration of Restrictive Covenants ("Declaration") and these covenants, conditions, and restrictions shall apply to and run with the Premises. RECITALS A. Background. The Premises were previously used to operate a railroad maintenance facility. Declarant currently is performing certain investigation and remediation activities (the "Remediation")with respect to contamination at the Premises. The Premises are being purchased by the City of Omaha("City") for redevelopment purposes. Declarant is the owner of real property adjacent to the Premises. B. Purpose. The covenants, conditions, and restrictions set forth herein are necessary to ensure that the Premises are not developed,used, or operated in a manner incompatible with the Remediation and to protect against uses of the Premises that are unsuitable in light of the Remediation. The terms, conditions,restrictions,and obligations contained herein are necessary and appropriate to reduce risks that the Premises otherwise might pose to third parties in the future and to protect human health and the environment. DECLARATION Declarant hereby states and declares as follows: 1. Prohibition Against Certain Uses. Neither the Premises,nor any portion thereof,shall be used now or hereafter for any residential, day care,preschool,playground, athletic field, picnic ground, dormitory or nursing home purposes, or for any industrial purposes which generate, treat, store or dispose of"hazardous waste" (as defined below). Notwithstanding the previous sentence, the Premises can contain (a) hotels or other types of short-term transient accommodations, (b) convention center/arena, and related buildings and facilities,and any educational activities incidental to the use of the Premises as a convention center/arena, and(c)playground, athletic field or picnic ground uses on any portions of the Premises (i) covered with hard surface by the City or its successors or assigns,or(ii)under the control of the City and covered with at least one foot of clean fill by the City or its successors or assigns and not located in areas delineated on the excavation management plan referred to Paragraph 2 of this Declaration. In no event shall the Premises or any portion thereof, be used now or hereafter for the generation, treatment storage or disposal of "hazardous waste" as defined in the federal Resource Conservation and Recovery Act, 42 USC Section 6901, et seq., any successor statute, and any rules and regulations promulgated pursuant to such Act. 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 1 2. Restriction on Excavation. No excavation of the soil on the Premises shall be made except (a) in compliance with the excavation management plan attached as Exhibit "B" and incorporated herein by reference, with respect to the portions of the Premises delineated on such plan, and (b) as may otherwise be required by the United States Environmental Protection Agency or its successor ("EPA") and the Nebraska Department of Environmental Quality or its successor ("NDEQ"). 3. Prohibition Against Use of Groundwater. Domestic,irrigation and other water wells of any type shall not be drilled or maintained on the Premises, except for groundwater monitoring wells, and temporary dewatering wells for construction purposes. Groundwater beneath the Premises shall not be used as a source of drinking water or for other direct contact purposes,or for fountains. No lakes or other surface impoundments are allowed on the Premises. 4. Recording. This Declaration shall be recorded in the office of the County Recorder of Douglas County, State of Nebraska. 5. Declaration to Run With the Land in Perpetuity; Amendments. The covenants, conditions, and restrictions contained in this Declaration shall run with the land in perpetuity, and shall bind all persons, corporations, or any other entities, obtaining or succeeding to an interest in the Premises, or any part thereof, after the date hereof. This Declaration may be amended only by written amendment executed and acknowledged by the city and Declarant, and duly recorded. 6. Application. All real estate, lots,parcels or portions thereof located within or on the Premises, and any conveyance, transfer lease or sublease covering or describing any part thereof, shall be subject to the covenants, conditions, and restrictions contained in this Declaration. By acceptance of such conveyance, transfer, lease or sublease each transferee and each of his/her/its heirs, successors, transferees, and assigns agree with Declarant and each other to be bound by the covenants, conditions,and restrictions contained in this Declaration. Owners,tenants and subtenants shall have liability under this Declaration only for violations of this Declaration occurring during their period of ownership or occupancy, as applicable. 7. Enforcement. The EPA,NDEQ,Declarant,the City,any person, corporation,or other entity then holding title in and to the Premises or any part thereof(a"Grantee"), and their respective heirs, assigns and successors, each shall have the right to enforce the covenants, conditions, and restrictions contained in this Declaration and to proceed at law or in equity to compel compliance with or prevent the violation or breach of the terms hereof. This right includes,but is not limited to, the right to sue for and obtain an injunction,prohibitive or mandatory,to prevent the breach of or to enforce the observance of this Declaration. Failure to exercise such rights of enforcement shall in no event result in liability to any person or entity. The prevailing party in any action to enforce any provision of this Declaration shall be entitled to recover all costs of such action,including reasonable attorney fees. Declarant shall retain all of its rights under this Declaration regardless of whether Declarant retains ownership of any real property adjacent to the Premises. 8. Easement. The Declarant(and its successors and assigns),the City,the EPA and the NDEQ and any of their duly authorized agents and contractors shall have a permanent nonexclusive 06/22/01 G:\LAWADM\CMS\Cityo1Gmaha\PSA2001.6-22.doc 2 easement to enter or come on the Premises to monitor compliance with the terms of this Declaration. In addition, Declarant, its successors and assigns, and duly authorized agents and contractors employed on behalf of the Declarant (or its successors and assigns), shall have a permanent, nonexclusive easement to enter or come on the Premises to: (a)perform thereon any environmental investigation or remediation required by any federal, state, or local government agency, department, or other authority (collectively, the "Agency") including, without limitation, EPA or NDEQ; (b) perform any maintenance or monitoring required by any Agency; and (c) sample, repair, or reconstruct any environmental monitoring, investigation, or remediation systems. 9. Nonwaiver. To the maximum extent permitted by law, this Declaration and the covenants, conditions, and restrictions set forth herein shall not be subject to waiver or abandonment due to nonenforcement or violation of this Declaration on all or any portion of the Premises. 10. Miscellaneous. The determination that any provision of this Declaration is invalid shall not affect any other provision of this Declaration and the other provisions of this Declaration shall remain in full force and effect. No waiver of the breach of any provision of this Declaration shall constitute a waiver of a subsequent breach of the same provision or of any other provision. No right of action shall accrue for or on account of the failure of any person, corporation, or any other entity to exercise any right created by this Declaration nor for imposing any provision, condition, restriction, or covenant which may be unenforceable. The captions herein are for convenience and reference only and in no way define,limit,or describe the scope or intent of,or in any way affect this Declaration. IN WITNESS WHEREOF,Union Pacific Railroad Company has caused this Declaration of Restrictive Covenants to be executed this day of , 2001. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By- K Its: ASST VICE PRESInFNT STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing g instrument was acknowledged before me this , 7of_ --L�, 2001, by R. D. UHRICH , who is the ASST. VICE PRESIDFNT of Union Pacific Railroad Company, a Delaware corporation, and acknowledged said Declaration of Restrictive Covenants on behalf of Union Pacific Railroad Company. AA6,0-z/tyfrt GENERAL NOTARY-State of Nebraska D.O.BROWN Notary Pu lic �I""' My Comm.Eap. March 1.2004 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA200I.6-22.doc 3 EXHIBIT A OF EXHIBIT A REDEVELOPMENT SITE Part of Blocks M, N, 0, 300, 312, 313, 314, 315, 316, 322, 323, 324 AND 325, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Elm, Chestnut, Napolean, Nicholas, Izard, 8th, 9"', 10th, 11th, 12th AND 13th Streets as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings) for 364.93 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence continuing South 02°26'24" East for 802.49 feet along said east line; Thence South 64°52'31"West for 22.97 feet; Thence along a curve to the left (having a radius of 5331.50 feet and a long chord bearing South 55°54'12" West for 38.52 feet) for an arc length of 38.52 feet; Thence North 02°19'04" West for 233.36 feet; Thence South 37°46'31"West for 164.65 feet; Thence South 15°03'30" East for 126.17 feet; Thence along a curve to the right (having a radius of 1145.93 feet and a long chord bearing South 14°17'29" East for 30.68 feet)for an arc length of 30.68 feet; Thence along a curve to the left (having a radius of 5331.50 feet and a long chord bearing South 53°14'35" West for 286.24 feet)for an arc length of 286.27 feet; Thence South 47°32'38" West for 406.88 feet; Thence South 47°14'26" West for 239.53 feet; Thence South 49°16'40"West for 149.04 feet; Thence along a curve to the right (having a radius of 2220.20 feet and a long chord bearing South 56°19'12" West for 205.27 feet)for an arc length of 205.35 feet; Thence along a curve to the left (having a radius of 191.00 feet and a long chord bearing South 62°57'36" West for 359.96 feet)for an arc length of 469.66 feet; Thence along a curve to the right (having a radius of 1810.93 feet and a long chord bearing South 79°18'15" West for 525.95 feet)for an arc length of 527.81 feet; Thence South 87°32'06" West for 454.07 feet along the north right of way line of vacated Cuming Street to the east right of way line of 14th Street; Thence North 02°21'26"West for 47.10 feet along said east right of way line of 14th Street; Thence North 87°37'56" East for 299.45 feet; Thence along a curve to the left (having a radius of 1685.00 feet and a long chord bearing North 75°43'39" East for 695.18 feet) for an arc length of 700.21 feet; Thence along a curve to the right (having a radius of 156.70 feet and a long chord bearing North 58°13'25" East for 231.71 feet) for an arc length of 260.78 feet; Thence along a curve to the left (having a radius of 1700.00 feet and a long chord bearing North 41°54'18" East for 778.16 feet) for an arc length of 785.12 feet; Thence North 28°40'28" East for 488.84 feet; Thence along a curve to the right (having a radius of 3125.00 feet and a long chord bearing North 35°42'18" East for 765.01 feet) for an arc length of 766.94 feet to the Point of Beginning. Contains 586213 square feet or 13.458 acres. (Tract 1C) Page 1 of 2 ° EXHIBIT A OF EXHIBIT A TOGETHER WITH Part of Blocks P, Q, 328, 360, 1 AND 32, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Cass, California, Webster, Burt, Cuming, Izard, AND Nicholas Streets as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings) for 1541.23 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence continuing South 02°26'24" East for 1307.35 feet along said east line to an angle point therein; Thence South 20°58'06" East for 197.21 feet along said east line to the west line of a parcel deeded to the City of Omaha, Nebraska as recorded in Deed Book 896 at page 377 in the Register of Deeds Office in Douglas County Nebraska; Thence south for the next seven courses along the west line of said deed: 1) Thence South 47°17'32"West for 65.56 feet; 2) Thence along a curve to the left (having a radius of 331.56 feet and a long chord bearing South 28°02'33" West for 218.62 feet)for an arc length of 222.79 feet; 3) Thence South 08°47'34"West for 179.10 feet; 4) Thence along a curve to the right (having a radius of 448.33 feet and a long chord bearing South 13°32'04"West for 74.12 feet)for an arc length of 74.21 feet; 5) Thence South 18°20'44"West for 112.90 feet; 6) Thence South 18°10'53" West for 100.39 feet; 7) Thence South 08°57'45" West for 175.01 feet to the south right of way line of vacated Cass Street; Thence South 89°12'55"West for 14.19 feet along said south right of way line; Thence along a curve to the right (having a radius of 793.52 feet and a long chord bearing North 07°21'46" East for 2.19 feet)for an arc length of 2.19 feet; Thence North 07°26'30" East for 1064.20 feet; Thence along a curve to the left (having a radius of 2575.00 feet and a long chord bearing North 02°33'43" East for 438.08 feet)for an arc length of 438.61 feet; Thence North 02°19'04"West for 817.31 feet; Thence North 52°31'54" East for 66.92 feet to the Point of Beginning. Contains 158,398 square feet or 3.636 acres. (Tract 1A) ALSO TOGETHER WITH That part of Lot 4, Block 334, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska, described as follows: Beginning at the northwest corner of said Lot 4; Thence North 87°32'06" East (assumed bearings)for 27.07 feet along the north line of said Lot 4; Thence South 37°02'06" East for 35.13 feet; Thence South 87°37'56"West for 46.89 feet to the west line of said Lot 4; Thence North 02°40'50"West for 28.85 feet to the Point of Beginning. Contains 1068 square feet or 0.025 acres. (Tract 1 D) (Item 1.7 of the Agreement) Page 2 of 2 EXHIBIT B TO EXHIBIT A EXCAVATION MANAGEMENT PLAN The Excavation Management Plan (Plan) shall be a document prepared by Union Pacific Railroad and provided to the City of Omaha. The Plan will describe actionable contamination that is anticipated to remain on site and the precautions that must be exercised in regards to the contamination. The precautions shall address excavation in the area of actionable contamination. The Plan will contain information on the management of excavation activities in the area of actionable contamination. At this time, the area where actionable contamination will remain on site following completion of the corrective measures is the area of lead and asbestos-contaminated soil placement. This placement area is the embankment for the new Cuming Street bridge. See the attached Figure 4-2A dated June 22, 2001, and prepared by URS Greiner Woodward Clyde, for the lead and asbestos-contaminated soil placement. Page 1 of 1 06/22/01 G:\LAW ADM\CMS\Cityof0maha\PSA2001.6-22.doc EXHIBIT B REDEVELOPMENT SITE Part of Blocks M, N, 0, 300, 312, 313, 314, 315, 316, 322, 323, 324 AND 325, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Elm, Chestnut, Napolean, Nicholas, Izard, 8th, 9"', 10th, 12th AND 13th Streets as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings) for 364.93 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence continuing South 02°26'24" East for 802.49 feet along said east line; Thence South 64°52'31" West for 22.97 feet; Thence along a curve to the left (having a radius of 5331.50 feet and a long chord bearing South 55°54'12" West for 38.52 feet) for an arc length of 38.52 feet; Thence North 02°19'04" West for 233.36 feet; Thence South 37°46'31"West for 164.65 feet; Thence South 15°03'30" East for 126.17 feet; Thence along a curve to the right (having a radius of 1145.93 feet and a long chord bearing South 14°17'29" East for 30.68 feet)for an arc length of 30.68 feet; Thence along a curve to the left (having a radius of 5331.50 feet and a long chord bearing South 53°14'35" West for 286.24 feet) for an arc length of 286.27 feet; Thence South 47°32'38"West for 406.88 feet; Thence South 47°14'26"West for 239.53 feet; Thence South 49°16'40"West for 149.04 feet; Thence along a curve to the right (having a radius of 2220.20 feet and a long chord bearing South 56°19'12" West for 205.27 feet)for an arc length of 205.35 feet; Thence along a curve to the left (having a radius of 191.00 feet and a long chord bearing South 62.57'36" West for 359.96 feet)for an arc length of 469.66 feet; Thence along a curve to the right (having a radius of 1810.93 feet and a long chord bearing South 79°18'15" West for 525.95 feet)for an arc length of 527.81 feet; Thence South 87°32'06" West for 454.07 feet along the north right of way line of vacated Cuming Street to the east right of way line of 14th Street; Thence North 02°21'26" West for 47.10 feet along said east right of way line of 14th Street; Thence North 87°37'56" East for 299.45 feet; Thence along a curve to the left (having a radius of 1685.00 feet and a long chord bearing North 75°43'39" East for 695.18 feet)for an arc length of 700.21 feet; Thence along a curve to the right (having a radius of 156.70 feet and a long chord bearing North 58°13'25" East for 231.71 feet) for an arc length of 260.78 feet; Thence along a curve to the left (having a radius of 1700.00 feet and a long chord bearing North 41°54'18" East for 778.16 feet) for an arc length of 785.12 feet; Thence North 28°40'28" East for 488.84 feet; Thence along a curve to the right (having a radius of 3125.00 feet and a long chord bearing North 35°42'18" East for 765.01 feet)for an arc length of 766.94 feet to the Point of Beginning. Contains 586213 square feet or 13.458 acres. (Tract 1 C) Page 1 of 2 • TOGETHER WITH Part of Blocks P, Q, 328, 360, 1 AND 32, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Cass, California, Webster, Burt, Cuming, Izard, AND Nicholas Streets as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings) for 1541.23 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence continuing South 02°26'24" East for 1307.35 feet along said east line to an angle point therein; Thence South 20°58'06" East for 197.21 feet along said east line to the west line of a parcel deeded to the City of Omaha, Nebraska as recorded in Deed Book 896 at page 377 in the Register of Deeds Office in Douglas County Nebraska; Thence south for the next seven courses along the west line of said deed: 1) Thence South 47°17'32" West for 65.56 feet; 2) Thence along a curve to the left (having a radius of 331.56 feet and a long chord bearing South 28°02'33" West for 218.62 feet)for an arc length of 222.79 feet; 3) Thence South 08°47'34"West for 179.10 feet; 4) Thence along a curve to the right (having a radius of 448.33 feet and a long chord bearing South 13°32'04" West for 74.12 feet)for an arc length of 74.21 feet; 5) Thence South 18°20'44" West for 112.90 feet; 6) Thence South 18°10'53" West for 100.39 feet; 7) Thence South 08°57'45" West for 175.01 feet to the south right of way line of vacated Cass Street; Thence South 8912'55" West for 14.19 feet along said south right of way line; Thence along a curve to the right (having a radius of 793.52 feet and a long chord bearing North 07°21'46" East for 2.19 feet) for an arc length of 2.19 feet; Thence North 07°26'30" East for 1064.20 feet; Thence along a curve to the left (having a radius of 2575.00 feet and a long chord bearing North 02°33'43" East for 438.08 feet)for an arc length of 438.61 feet; Thence North 02°19'04" West for 817.31 feet; Thence North 52'31'54" East for 66.92 feet to the Point of Beginning. Contains 158,398 square feet or 3.636 acres. (Tract 1A) ALSO TOGETHER WITH That part of Lot 4, Block 334, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska, described as follows: Beginning at the northwest corner of said Lot 4; Thence North 87°32'06" East (assumed bearings)for 27.07 feet along the north line of said Lot 4; Thence South 37°02'06" East for 35.13 feet; Thence South 87°37'56" West for 46.89 feet to the west line of said Lot 4; Thence North 02°40'50" West for 28.85 feet to the Point of Beginning. Contains 1068 square feet or 0.025 acres. (Tract 1 D) • (Item 1.9 of the Agreement) Page 2 of 2 EXHIBIT B-1 G * ' 4-1 � �' 1 I Point f • `�� + I I E —\ 1I 1 Commencement 1 - t e G I r I� �i O \ ` �'_� upi 1 - -:..:R=3125.00'a:`":11: v "• \ aGa L— .. :::C=74.6T::€;::;:: :il-:::-. .'� Ilk rn ...:..................: . Point of • I\a ::;g:;:;: ;;3 .±;:`';;°I `r�7 Beginning cn �c t`-1 Of f 1 N ! ' ''''......:::: ...."':-:.... 250 0 250 50o .. '.•:l;::•,,.,.:F..k:::•:: .1 °p.cmlf rn r�> l ::?R=3125.00::;::. ;ii$::;.z:?;rs�� N �� si'::N38'30 04 E::..:;;:::::::::.::::: �,/� l"�! '� ; `: C=312.49�:i::.`::�::..................... �; ,��%/� 544.95' •� �,�. .. 111 :A=312.62:: .'z'.':,:;:;:;.-:: *p ' , , .. ......:::.:: I - „Reserved•••••1:;' ..� I �r ,.! .G. ___ Railroad ::..';::_ ',;' a Fp' T7, S3T.46'3V'W' \\ Infrastructure Obligation I 113i `: '/ ` '�° g 1, _ �_"6 1 Easement ;`::;.:::: n=5•331.51 d'':,." '1.84.65, , o� ° 28.752 Acres , I t-.,, _,� t EXHIBIT B::::s> �� \ �•i I-0- >� �._._._..'-:, 1.... ="N 1 2 .....if1\ N64'fi2`31" eyin mg t,� t l .t: 4 IC-'3B.52' -�' Y " L L �,.::.:;`: •JE�S02i26'24"� ��� t :::;3.:: ?;:):g::::::...: :f.;:•:.:'i'•?::'{y:::':4:,•• I• t r' 1 s !1 7,1 37 0' 4 r • TRACT 1C ..: '«:i:: :: 83.. I• j, Railroad ' .-` •r `' Easement to • `•i}:':::,::'�';a�.w.'.:'::•: . f + c• be Relin wished f . +, III liii IN 7 i :;:':';;3;::'::'_. 1.1-1-7 . I 7-174-'77.7.::,:,:p.i.::::L., iligi ii. . il, ifr S5T31 $4'W Or s Sill Int . ., { .„,,,,,,,,,,,,,,:,.,,,,,...:::::„..„., . ... . t ........... . ' ' Reconve at . 1 ... .. 4, ::: � Parcel Brun, I < I / ,�,� . l 1:4 li III , t : i �] ! a '1+ ~ 1 a l 1111 �11 TRACT lA / , sum pa mom ifFri i7i,-fiT,ii Nil t MN Kin il.,.-;... • --/ 4 f f + all ' 1 f 1 + � 'ix1+) ;-S' _�f, R a '�f / t, 1 +, k) i ----I, '�aa aaaaa © l,� 0 • . f l . ®• ; f�! --=, JE L. I .$ ' . gill fit. 1. . f ail (( 1 \ 1 .. t .1 s as 4 s a +1 1 t f.fs + 11 iiiiif���yyy33V333 � ., , . f .r.r;!- f.i.•! 1 1 t I-R��'-�''}1 ( •d f t ■ . a • ®� i a s as G•:1 el ciss Sraur i��� • _U2 '1 , 1 I f Bid 1 a f f 14 1 �L8O6tUU0 ! . r t I —1 I �r ._~i G e* ,I .I f . ' ! % Book Page Date JUNE 18, 2001 Dwn.By aet Job Number 6.01-216 gik laLI mp, rynearson & associates, inc. engineers surveyors planners I f • 11. 5 14710 west dodge road, suite 100 ph 402.496.2498 omaha, nebraska 68154.2029 fax 402•496•2730 ' l EXHIBIT C RAILROAD EASEMENT TO BE RELINQUISHED Part of Blocks 0 AND P, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Nicholas and Napoleon Streets as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East(assumed bearings) for 1167.12 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence South 02°26'24" East for 374.10 feet continuing along said east line; Thence South 52°31'54" West for 66.92 feet to the east right of way line of the Union Pacific Railroad; Thence North 02°19'04" West for 383.43 feet along the east right of way line of the Union Pacific Railroad; Thence along a curve to the right (having a radius of 5331.51 feet and a long chord bearing North 55°54'12" East for 38.52 feet)for an arc length of 38.52 feet; Thence North 64°52'31" East for 22.97 feet to the Point of Beginning; Contains 20658 square feet or 0.474 acres. (Item 2.2 of Agreement) Page 1 of 1 • EXHIBIT D RELEASE AND QUITCLAIM THIS DEED, Made this day of , 2001, by and between UNION PACIFIC RAILROAD COMPANY,a Delaware corporation, Grantor, and THE CITY OF OMAHA,NEBRASKA,a municipal corporation of the State of Nebraska,Grantee, WITNESSETH: RECITALS WHEREAS, by Quitclaim Deed dated November 3, 2000, and recorded on , 2001, at Book , Page , in the Douglas County, Nebraska Recorder's Office, Grantor reserved unto itself, its successors and assigns, a perpetual easement for the operation, maintenance, repair, renewal and reconstruction of railroad trackage and appurtenances upon,over and across certain lands in Douglas County, State of Nebraska, including the land described in Exhibit A attached hereto and hereby made a part hereof; and WHEREAS, Grantee desires the cancellation and release of the easement rights reserved unto Grantor in that deed upon, over and across the land described in Exhibit A, and Grantor is willing that such easement rights upon, over and across the land described in Exhibit A be cancelled and released. NOW, THEREFORE, Grantor, in consideration of the premises and in consideration of the sum of One Dollar ($1.00) to it in hand paid, the receipt of which is hereby confessed and acknowledged, for itself, its successors and assigns, does hereby REMISE, RELEASE AND QUITCLAIM to Grantee, its successors and assigns, forever, all of its right, title, interest, estate, claim and demand, both at law and in equity,which it has by reason of that easement in and to the land described in Exhibit A. EXCEPTING from this quitclaim the railroad trackage and appurtenances now located upon, over and across the land described in Exhibit A, and RESERVING unto Grantor, its successors and assigns,the right to enter upon said land and remove said trackage and appurtenances therefrom. IN WITNESS WHEREOF, Grantor has caused these presents to be sealed with its corporate seal and to be signed by its authorized officers,the day and year first herein written. UNION PACIFIC RAILROAD COMPANY, Attest: a Delaware corporation (Seal) By: Assistant Secretary Title: 06/22/01 G:\LAWADM\CMS\Cityoffmaha\PSA2001.6-22.doc 1 STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) On , 2001, before me, a Notary Public in and for said County and State,personally appeared and and Assistant Secretary of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, personally known to me (or proved to me on the basis of satisfactory evidence)to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public (SEAL) 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 2 EXHIBIT A TO EXHIBIT D RAILROAD EASEMENT TO BE RELINQUISHED Part of Blocks 0 AND P, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Nicholas and Napoleon Streets as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL.CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings) for 1167.12 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence South 02°26'24" East for 374.10 feet continuing along said east line; Thence South 52°31'54" West for 66.92 feet to the east right of way line of the Union Pacific Railroad; Thence North 02°19'04"West for 383.43 feet along the east right of way line of the Union Pacific Railroad; Thence along a curve to the right (having a radius of 5331.51 feet and a long chord bearing North 55°54'12" East for 38.52 feet) for an arc length of 38.52 feet; Thence North 64°52'31" East for 22.97 feet to the Point of Beginning; Contains 20658 square feet or 0.474 acres. (Item 2.2 of Agreement) Page 1 of 1 EXHIBIT E (Space above for recorder's use only) QUITCLAIM DEED KNOW ALL MEN BY THESE PRESENTS: That UNION PACIFIC RAILROAD COMPANY, a corporation of the State of Delaware, whose address is 1416 Dodge Street, Omaha,Nebraska 68179, Grantor, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to it duly paid, the receipt whereof is hereby acknowledged,has remised,released and quitclaimed, and by these presents does REMISE, RELEASE and forever QUITCLAIM unto THE CITY OF OMAHA, a municipal corporation of the State of Nebraska, whose post office address is 1819 Farnam Street, Omaha, Nebraska 68183, Grantee, its successors and assigns, forever, all of its right, title interest, estate, claim and demand, both at law and in equity, of, in and to the real estate situated in the County of Douglas, State of Nebraska, more particularly described in Exhibit 1 hereto attached and hereby made a part hereof(the "Property"). EXCEPTING AND RESERVING unto Grantor,for itself,its successors and assigns, an EXCLUSIVE PERPETUAL EASEMENT AND RIGHT OF WAY in, to, over, along, upon and across the portion of the Property described in Exhibit 2 hereto attached and hereby made a part (the "Easement Area"), for the construction, maintenance, operation, repair, renewal, reconstruction and use of railroad trackage and/or other railroad facilities and appurtenances, including the exclusive right and privilege to occupy and use the Easement Area for any and all railroad purposes and purposes incidental or related thereto or not inconsistent therewith,together with the right of ingress and egress to and from the Easement Area for the purpose of exercising the rights herein granted, and, if and when necessary,removing any railroad trackage and appurtenances or other railroad facilities located on the Easement Area. TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging; TO HAVE AND TO HOLD the premises described in Exhibit 1, subject to the aforesaid exception and reservation, unto Grantee, its successors and assigns, forever. 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 1 IN WITNESS WHEREOF, Grantor has caused_these presents to be signed by its and attested by its Assistant Secretary, and its corporate seal to be hereunto affixed the day of , 2001. UNION PACIFIC RAILROAD COMPANY, Attest: a Delaware corporation By: Assistant Secretary Title: (SEAL) 06/22/01 G:\LAWADM\CMS\CityolDmaha\PSA2001.6-22.doc 2 STATE OF NEBRASKA ) ) ss COUNTY OF DOUGLAS ) On ,2001,before me,a Notary Public in and for said County and State, personally appeared and and Assistant Secretary, respectively, of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation,personally known to me(or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public (SEAL) 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA200I.6-22.doc 3 EXHIBIT 1 TO EXHIBIT E REDEVELOPMENT SITE Part of Blocks M, N, 0, 300, 312, 313, 314, 315, 316, 322, 323, 324 AND 325, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Elm, Chestnut, Napolean, Nicholas, Izard, 8th, 9"', 10th, 11th, 12th AND 13th Streets as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings) for 364.93 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence continuing South 02°26'24" East for 802.49 feet along said east line; Thence South 64°52'31" West for 22.97 feet; Thence along a curve to the left (having a radius of 5331.50 feet and a long chord bearing South 55°54'12" West for 38.52 feet) for an arc length of 38.52 feet; Thence North 02°19'04" West for 233.36 feet; Thence South 37°46'31" West for 164.65 feet; Thence South 15°03'30" East for 126.17 feet; Thence along a curve to the right (having a radius of 1145.93 feet and a long chord bearing South 14°17'29" East for 30.68 feet)for an arc length of 30.68 feet; Thence along a curve to the left (having a radius of 5331.50 feet and a long chord bearing South 53°14'35" West for 286.24 feet)for an arc length of 286.27 feet; Thence South 47°32'38" West for 406.88 feet; Thence South 47°14'26" West for 239.53 feet; Thence South 49°16'40" West for 149.04 feet; Thence along a curve to the right (having a radius of 2220.20 feet and a long chord bearing South 56°19'12" West for 205.27 feet)for an arc length of 205.35 feet; Thence along a curve to the left (having a radius of 191.00 feet and a long chord bearing South 62°57'36" West for 359.96 feet)for an arc length of 469.66 feet; Thence along a curve to the right (having a radius of 1810.93 feet and a long chord bearing South 79°18'15" West for 525.95 feet) for an arc length of 527.81 feet; Thence South 87°32'06" West for 454.07 feet along the north right of way line of vacated Cuming Street to the east right of way line of 14th Street; Thence North 02°21'26" West for 47.10 feet along said east right of way line of 14th Street; Thence North 87°37'56" East for 299.45 feet; Thence along a curve to the left (having a radius of 1685.00 feet and a long chord bearing North 75°43'39" East for 695.18 feet) for an arc length of 700.21 feet; Thence along a curve to the right (having a radius of 156.70 feet and a long chord bearing North 58'13'25" East for 231.71 feet) for an arc length of 260.78 feet; Thence along a curve to the left (having a radius of 1700.00 feet and a long chord bearing North 41°54'18" East for 778.16 feet)for an arc length of 785.12 feet; Thence North 28°40'28" East for 488.84 feet; Thence along a curve to the right (having a radius of 3125.00 feet and a long chord bearing North 35°42'18" East for 765.01 feet) for an arc length of 766.94 feet to the Point of Beginning. Contains 586213 square feet or 13.458 acres. (Tract 1C) Page 1 of 2 • A / TOGETHER WITH Part of Blocks P, Q, 328, 360, 1 AND 32, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Cass, California, Webster, Burt, Cuming, Izard, AND Nicholas Streets as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings) for 1541.23 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence continuing South 02°26'24" East for 1307.35 feet along said east line to an angle point therein; Thence South 20°58'06" East for 197.21 feet along said east line to the west line of a parcel deeded to the City of Omaha, Nebraska as recorded in Deed Book 896 at page 377 in the Register of Deeds Office in Douglas County Nebraska; Thence south for the next seven courses along the west line of said deed: 1) Thence South 47°17'32"West for 65.56 feet; 2) Thence along a curve to the left (having a radius of 331.56 feet and a long chord bearing South 28°02'33"West for 218.62 feet)for an arc length of 222.79 feet; 3) Thence South 08°47'34"West for 179.10 feet; 4) Thence along a curve to the right (having a radius of 448.33 feet and a long chord bearing South 13°32'04" West for 74.12 feet) for an arc length of 74.21 feet; 5) Thence South 18°20'44" West for 112.90 feet; 6) Thence South 18°10'53" West for 100.39 feet; 7) Thence South 08°57'45" West for 175.01 feet to the south right of way line of vacated Cass Street; Thence South 89°12'55" West for 14.19 feet along said south right of way line; Thence along a curve to the right (having a radius of 793.52 feet and a long chord bearing North 07°21'46" East for 2.19 feet) for an arc length of 2.19 feet; Thence North 07°26'30" East for 1064.20 feet; Thence along a curve to the left (having a radius of 2575.00 feet and a long chord bearing North 02°33'43" East for 438.08 feet) for an arc length of 438.61 feet; Thence North 02°19'04" West for 817.31 feet; Thence North 52°31'54" East for 66.92 feet to the Point of Beginning. Contains 158,398 square feet or 3.636 acres. (Tract 1A) ALSO TOGETHER WITH That part of Lot 4, Block 334, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska, described as follows: Beginning at the northwest corner of said Lot 4; Thence North 87°32'06" East (assumed bearings) for 27.07 feet along the north line of said Lot 4; Thence South 37°02'06" East for 35.13 feet; Thence South 87°37'56" West for 46.89 feet to the west line of said Lot 4; Thence North 02°40'50" West for 28.85 feet to the Point of Beginning. Contains 1068 square feet or 0.025 acres. (Tract 1 D) (Item 3.1 of the Agreement) Page 2 of 2 • EXHIBIT 2 TO EXHIBIT E RESERVED RAILROAD EASEMENT A permanent easement over part of Blocks M and N, AND including part of vacated Elm and Chestnut Streets abutting said Blocks AND ALSO part of the abutting vacated alleys within said Blocks, all in the ORIGINAL CITY OF OMAHA, a subdivision, as lithographed, surveyed and recorded in Douglas County, Nebraska for railroad right of way purposes described as follows; Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings)for 364.63 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence South 02°26'24" East for 534.95 feet continuing along said east line; Thence South 37°46'31" West for 247.49 feet; Thence North 15°03'30" West for 445.39 feet; Thence along a curve to the right (having a radius of 3125.00 feet and a long chord bearing North 39°11'08" East for 387.04 feet) for an arc length of 387.29 feet to the point of Beginning. Contains 114234 square feet or 2.622 acres. (Item 3.1 of the Agreement) Page 1 of 1 EXHIBIT F ASSIGNMENT AND ASSUMPTION AGREEMENT FOR VALUE RECEIVED, UNION PACIFIC RAILROAD COMPANY, a Delaware corporation("Assignor"), acting by and through its duly authorized officers,has ASSIGNED AND TRANSFERRED, and by these presents does ASSIGN AND TRANSFER unto THE CITY OF OMAHA, a municipal corporation of the State of Nebraska("Assignee"), all of Assignor's right,title and interest in and to the licenses ("Licenses") to the extent now or hereafter affecting the real property(the "Property") described on Exhibit 1, which Licenses, and all amendments thereto, are described on Exhibit,2. Any periodic rentals or license fees under Licenses which are partially assigned hereunder shall be apportioned between Assignee and Assignor on an equitable basis. TO HAVE AND TO HOLD the Licenses,to the extent assigned hereunder,unto Assignee, its successors and assigns. This assignment is made and accepted without recourse against Assignor as to the performance by any party under such Licenses. To the extent the Licenses are assigned hereunder, Assignee agrees to(a)perform all of the obligations of Assignor pursuant to the Licenses accruing after the date hereof, and (b) indemnify and hold Assignor harmless from and against any and all claims, causes of actions and expenses (including reasonable attorney's fees) incurred by Assignor and arising out of(1)Assignee's failure to comply with terms of the Licenses after the date hereof, and(2)claims under the Licenses by the licensees named in the Licenses accruing after the date hereof. All exhibits attached to this Agreement are incorporated herein for all purposes. This Assignment and Assumption of Licenses will inure to and be binding upon the parties, their successors and assigns. Dated the 04 9'iiay of 9440e,2001. UNION PACIFIC RAILROAD COMPANY, a Delaware or P 0i By: Title: f /PE , ' Attest:. � / CITYVF OMAH� / By: ..L4.4 City Clerk{of the City of Omaha Mayor of the Citrof Omaha Appro to C. o ey 06/22/01 G:\LAWADM\CMS\CityofDmaha\PSA200I.6-22.dot 1 EXHIBIT 1 TO EXHIBIT F REDEVELOPMENT SITE Part of Blocks M, N, 0, 300, 312, 313, 314, 315, 316, 322, 323, 324 AND 325, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Elm, Chestnut, Napolean, Nicholas, Izard, 8th, 9th, 10th, 11th 12m AND 13th Streets as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described aslollows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings) for 364.93 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence continuing South 02°26'24" East for 802.49 feet along said east line; Thence South 64°52'31"West for 22.97 feet; Thence along a curve to the left (having a radius of 5331.50 feet and a long chord bearing South 55°54'12" West for 38.52 feet) for an arc length of 38.52 feet; Thence North 02°19'04" West for 233.36 feet; Thence South 37°46'31" West for 164.65 feet; Thence South 15°03'30" East for 126.17 feet; Thence along a curve to the right (having a radius of 1145.93 feet and a long chord bearing South 14°17'29" East for 30.68 feet) for an arc length of 30.68 feet; Thence along a curve to the left (having a radius of 5331.50 feet and a long chord bearing South 53°14'35" West for 286.24 feet) for an arc length of 286.27 feet; Thence South 47°32'38" West for 406.88 feet; Thence South 47°14'26" West for 239.53 feet; Thence South 49°16'40" West for 149.04 feet; Thence along a curve to the right (having a radius of 2220.20 feet and a long chord bearing South 56°19'12"West for 205.27 feet) for an arc length of 205.35 feet; Thence along a curve to the left (having a radius of 191.00 feet and a long chord bearing South 62°57'36" West for 359.96 feet) for an arc length of 469.66 feet; Thence along a curve to the right (having a radius of 1810.93 feet and a long chord bearing South 79°18'15" West for 525.95 feet) for an arc length of 527.81 feet; Thence South 87°32'06" West for 454.07 feet along the north right of way line of vacated Cuming Street to the east right of way line of 14th Street; Thence North 02°21'26" West for 47.10 feet along said east right of way line of 14th Street; Thence North 87°37'56" East for 299.45 feet; Thence along a curve to the left (having a radius of 1685.00 feet and a long chord bearing North 75°43'39" East for 695.18 feet) for an arc length of 700.21 feet; Thence along a curve to the right (having a radius of 156.70 feet and a long chord bearing North 58°13'25" East for 231.71 feet) for an arc length of 260.78 feet; Thence along a curve to the left (having a radius of 1700.00 feet and a long chord bearing North 41°54'18" East for 778.16 feet) for an arc length of 785.12 feet; Thence North 28°40'28" East for 488.84 feet; Thence along a curve to the right (having a radius of 3125.00 feet and a long chord bearing North 35°42'18" East for 765.01 feet) for an arc length of 766.94 feet to the Point of Beginning. Contains 586213 square feet or 13.458 acres. Page 1 of 2 1, 1 TOGETHER WITH Part of Blocks P, Q, 328, 360, 1 AND 32, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Cass, California, Webster, Burt, Cuming, Izard, AND Nicholas Streets as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings)for 1541.23 feet along the east line of the ORIGINAL CITY OF OMAHA to the TRUE POINT OF BEGINNING; Thence continuing South 02°26'24" East for 1307.35 feet along said east line to an angle point therein; Thence South 20°58'06" East for 197.21 feet along said east line to the west line of a parcel deeded to the City of Omaha, Nebraska as recorded in Deed Book 896 at page 377 in the Register of Deeds Office in Douglas County Nebraska; Thence south for the next seven courses along the west line of said deed: 1) Thence South 47°17'32"West for 65.56 feet; 2) Thence along a curve to the left (having a radius of 331.56 feet and a long chord bearing South 28°02'33" West for 218.62 feet)for an arc length of 222.79 feet; 3) Thence South 08°47'34" West for 179.10 feet; 4) Thence along a curve to the right (having a radius of 448.33 feet and a long chord bearing South 13°32'04"West for 74.12 feet) for an arc length of 74.21 feet; 5) Thence South 18°20'44" West for 112.90 feet; 6) Thence South 18°10'53" West for 100.39 feet; 7) Thence South 08°57'45" West for 175.01 feet to the south right of way line of vacated Cass Street; Thence South 89°12'55" West for 14.19 feet along said south right of way line; Thence along a curve to the right (having a radius of 793.52 feet and a long chord bearing North 07°21'46" East for 2.19 feet)for an arc length of 2.19 feet; Thence North 07°26'30"`East for 1064.20 feet; Thence along a curve to the left (having a radius of 2575.00 feet and a long chord bearing North 02°33'43" East for 438.08 feet)for an arc length of 438.61 feet; Thence North 02°19'04" West for 817.31 feet; Thence North 52°31'54" East for 66.92 feet to the Point of Beginning. Contains 158,398 square feet or 3.636 acres. (Tract 1A) ALSO TOGETHER WITH That part of Lot 4, Block 334, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska, described as follows: Beginning at the northwest corner of said Lot 4; Thence North 87°32'06" East (assumed bearings)for 27.07 feet along the north line of said Lot 4; Thence South 37°02'06" East for 35.13 feet; Thence South 87°37'56" West for 46.89 feet to the west line of said Lot 4; Thence North 02°40'50"West for 28.85 feet to the Point of Beginning. Contains 1068 square feet or 0.025 acres. (Tract 1D) (Item 3.1.3 of the Agreement) Page 2 of 2 * -p D > C _O C g -P N D -i I- NO Cr) CO C0 � 0 Cl) CDO) - N O Cl, * * * * * CA GI r z m K C) m > > > > > > -{ O C) f) n n n Cn 'n CD ((DD ((DD CCDD CCDD CCDD -D-1 > C n CA . - m OOOOZO71 cl) M K K K m K z 0 2 2 2 2 2 -< m D D D > cn > z n n n C m w W -0 0 c - W 0O - -I 000 -n 0 I I -nm -0 m -0 C m m OM X m 0 -0 0 70 X m 5 > 5 z 7J � On X M03 r. rn0r �v m rim rn m m cn : o 0 co 0 E 0 m - = DrnX m m 0 0 0 0 m 3 w OOOOOC) l Z rn K O (n cn (Ca Nn O rn 9.2222 0 c(n W rn D � 0 ?coc, cnc• = m CD I R.m m CDCD i E m • rD, —0 Z m m m > CD CD D 0000000 KKKKKKII D D D D D D "4 222222 D D D D D D Z Z Z Z Z Z Cn mmmmmm -1 C C ( C C C g CA V) N N y m cQ cn co co ca co 0 CD (D CD CD CD CD N aaaaaa -I 0 EXHIBIT G LEGAL DESCRIPTION OF PROPERTY FOR INFRASTRUCTURE OBLIGATIONS • Blocks 299, 311, 286, 300, 312, 313, 315, 316, 317, 322, 323, 324 and M, ORIGINAL CITY OF OMAHA; AND ALSO TOGETHER WITH Part of 8th, 9t', 10th, 11th, 12th, 13th, Izard, Nicholas, Napolean, Chestnut and Elm Streets and the alleys abutting the Lots within the aforesaid Blocks, as dedicated in the ORIGINAL CITY OF OMAHA AND BEING A PLATTING OF PART OF Tax Lot 4, in the Northeast Quarter of Section 15, Township 15 North, Range 13 East of the 6th P.M., Douglas. County, Nebraska, the entire tract.described by metes and bounds as follows: Beginning at the northeast corner of Lot 1, Block 321, ORIGINAL CITY OF OMAHA; Thence North 87'38'11" East (assumed bearings) for 100.00 feet along the south right of way line of Izard Street to the east right of way line of 14th Street; Thence North 87'38'11" East for 973.25 feet along the south right of way line of Izard Street; Thence North 02°25'49" West for 105.48 feet; Thence North 64'05'39" East for 21.77 feet; Thence along a curve to the left (having a radius of 143.00 feet and a long chord bearing North 33°22'25" East for 171.19 feet) for an arc length of 183.53 feet to the east right of way line of 11th Street; Thence North 02°29'01" West for 365.79 feet along said east right of way line to the northwest corner of Lot 5, Block 311, ORIGINAL CITY OF OMAHA; Thence North 87'26'18" East for 364.66 feet along the north line of said Block 311 to the northwest corner of Lot 5, Block 312, ORIGINAL CITY OF OMAHA; Thence North 02'12'40" West for 276.30 feet along the west line of said Tax Lot 4 to an angle point therein; Thence North 09°52'10" West for 193.61 feet along the west line of said Tax Lot 4 to an angle point therein; Thence South 87°27'54" West for 24.20 feet along the west line of said Tax Lot 4 to an angle point therein; Thence North 07'06'40" West for 205.62 feet along the west line of said Tax Lot 4 to an angle point therein; Thence North 10'20'22" West for 610.77 feet along the west line of said Tax Lot 4 to the northwest corner thereof; Thence North 87'23'26" East for 627.66 feet along the north line of said Tax Lot 4 and the north line of Lots 3 and 4, Block 286, ORIGINAL CITY OF OMAHA to the northwest corner of Lot 2, Block 286; Thence South 02°24'56" East for 257.78 feet to the southwest corner of Lot 7, Block 286; Thence North 87'24'57" East for 178.08 feet along the north right of way line of Elm Street to the west right of way line of the Union Pacific Railroad; Thence along a curve to the left (having a radius of 881.48 feet and a long chord bearing South 10'00'17" East for 155.29 feet) for an arc length of 155.49 feet along the west right of way line of the Union Pacific Railroad; Thence South 15'03'30" East for 185.34 feet along the west right of way line of the Union Pacific Railroad; Thence along a curve to the lest (having a radius of 3125.00 feet and a long chord bearing South 32°09'17" West for 379.42 feet) for an arc length of 379.65 feet; Page 1 of 2 Thence South 28'40'28" West for 488.84 feet; Thence along a curve to the right (having a radius of 1700.00 feet and a long chord bearing South 41°54'18" West for 778.16 feet) for an arc length of 785.12 feet; Thence along a curve to the left (having a radius of 156.70 feet and a long chord bearing South 58°13'25" West for 231.71 feet) for an arc length of 260.78 feet; Thence along a curve to the right (having a radius of 1685.00 feet and a long chord bearing South 75'43'39" West for 695.18 feet) for an arc length of 700.21 feet; Thence South 87°37'56" West for 299.45 feet to the east right of way line of 14th Street; Thence North 02°21'26" West for 236.25 feet along said east right of way line of 14th Street to the Point of Beginning. Contains 1252418 square feet or 28.752 acres. (Item 7.2.2 of the Agreement) Page 2 of 2 r , EXHIBIT H CERTIFICATION OF NON-FOREIGN STATUS Under Section 1445(e) of the Internal Revenue Code, a corporation, partnership, trust, or estate must withhold tax with respect to certain transfers of property if a holder of an interest in the entity is a foreign person. To inform the transferee, CITY OF OMAHA, that no withholding is required with respect to the transfer of a U.S. real property interest by UNION PACIFIC RAILROAD COMPANY, the undersigned hereby certifies the following on behalf of UNION PACIFIC RAILROAD COMPANY: 1. UNION PACIFIC RAILROAD COMPANY is not a foreign corporation,foreign partnership, foreign trust, or foreign estate(as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. UNION PACIFIC RAILROAD COMPANY'S U.S. employer identification number is 94-6001323; and 3. UNION PACIFIC RAILROAD COMPANY'S office address is 1416 Dodge Street, Omaha, Nebraska 68179, and place of incorporation is Delaware. UNION PACIFIC RAILROAD COMPANY agrees to inform the transferee if it becomes a foreign person at any time during the three-year period immediately following the date of this notice. UNION PACIFIC RAILROAD COMPANY understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true,correct and complete,and I further declare that I have authority to sign this document on behalf of UNION PACIFIC RAILROAD COMPANY. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: Title: Date: 06/22/01 G:LAWADM\CMS\Cityo}Omaha\PSA2001.6-22.doc 1 tA ( 1 ' EXHIBIT I RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: UNION PACIFIC RAILROAD COMPANY Attn: Real Estate Department 1800 Farnam Street Omaha,Nebraska 68102 (Space above for recorder's use only) QUITCLAIM DEED KNOW ALL MEN BY THESE PRESENTS: That THE CITY OF OMAHA, a municipal corporation of the State of Nebraska, whose address is 1819 Farnam Street, Omaha,Nebraska 68183,Grantor,in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to it duly paid, the receipt whereof is hereby acknowledged, has remised,released and quitclaimed, and by these presents does REMISE, RELEASE and forever QUITCLAIM unto UNION PACIFIC RAILROAD COMPANY, a corporation of the State of Delaware, whose post office address is 1416 Dodge Street, Omaha, Nebraska 68179, Grantee, its successors and assigns, forever, all of its right, title interest, estate, claim and demand, both at law and in equity, of, in and to the real estate situated in the County of Douglas, State of Nebraska, more particularly described in Exhibit A hereto attached and hereby made a part hereof(the "Property"). TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging; TO HAVE AND TO HOLD the premises described in Exhibit A unto Grantee, its successors and assigns, forever. IN WITNESSS WHEREOF, Grantor has caused these presents to be signed by its and attested by its City Clerk,the day of , 2001. CITY OF OMAHA, a municipal corporation Attest: of the State of Nebraska By: City Clerk of the City of Omaha Mayor of the City of Omaha Approved as to form: City Attorney 06/22/01 G:\LAWADM\CMS\CityofDmaha\PSA2001.6-22.doc 1 1 STATE OF NEBRASKA ) ) ss COUNTY OF DOUGLAS ) On ,2001,before me,a Notary Public in and for said County and State, personally appeared and and Assistant Secretary, respectively, of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation,personally known to me(or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public (SEAL) 06/22/01 G:U.AWADM\CMS\Cityof2maha\PSA2001.6-22.doe 2 ' J • EXHIBIT A TO EXHIBIT I RECONVEYANCE PARCEL Part of Blocks 0 AND P, ORIGINAL CITY OF OMAHA, a subdivision, as surveyed, lithographed and recorded in Douglas County, Nebraska; TOGETHER WITH part of Nicholas Street as dedicated in the ORIGINAL CITY OF OMAHA, the entire tract described as follows: Commencing at the point of intersection of the north right of way line of Seward Street with the east line of the ORIGINAL CITY OF OMAHA; Thence South 02°26'24" East (assumed bearings)for 1541.23 feet along the east line of the ORIGINAL CITY OF OMAHA; Thence South 52°31'54"West for 66.92 feet to the TRUE POINT OF BEGINNING; Thence continuing South.52°31'54"West for 61.15 feet; Thence North 02°19'04" West for 150.27 feet; Thence along a curve to the left (having a radius of 1145.93 feet and a long chord bearing North 07°55'16" West for 223.78 feet) for an arc length of 224.13 feet; Thence along a curve to the right (having a radius of 5331.50 feet and a long chord bearing North 55°14'20" East for 85.14 feet) for an arc length of 85.14 feet; Thence South 02°19'04" East for 383.43 feet to the Point of Beginning. Contains 21035 square feet or 0.483 acres. (TRACT 1 B) (Item 2.4 of the Agreement) Page 1 of 1 Y,f 1 SCHEDULE 6.1.4 LIST OF ENVIRONMENTAL DOCUMENTS Environmental Emergency Services, Inc. Railroad:Siding Site Hazard Mitigation Study 02-22-85 Burns.& McDonnell RCRA Compliance Inspection and Audit of Facility 1987 Terracon Environmental, Inc. Diesel Recovery Design (Phase I) 04-21-88 Phase I Diesel Recovery System 0 & M Manual 12-13-88 Diesel Fuel Remediation Status Report 01-30-89 HDR Site Investigation Report 04-90 Site Investigation Appendices 04-90 Jacobson Helgoth Consultants: Remedial Action Scenarios and Cost Estimates 11-90 USPCI Oil Recovery Project Data Review and Workplan 04-90 Report of Investigation of Diesel Oil Contamination 11-08-90 Omaha Diesel Recovery System 08-12-91 Oil Recovery System 03-18-92 Status Report Omaha Shops Diesel Recovery System 03-30-92 1992 First Quarter Report Oil Recovery System No. 1 04-06-92 Workplan for Product Plume Delineation 06-19-92 1992 Second Quarter Report Oil Recovery System No. 1 07-30-92 1992 Third Quarter Report Oil Recovery System No. 1 10-21-92 1992 Fourth Quarter Report Oil Recovery System No. 1 01-06-93 Diesel Plume Delineation Report 02-08-93 1993 First Quarter Report Oil Recovery System No. 1 04-06-93 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 1 _ Underground Storage Tank Removal Report 04-23-93 1993 Second Quarter Report Oil Recovery System No. 1 07-07-93 1993 Third Quarter Report Oil Recovery System No. 1 10-26-93 1993 Fourth Quarter Report Oil Recovery System No. 1 01-06-94 1994 First Quarter Report Oil Recovery System No. 1 04-12-94 1994 Second Quarter Report Oil Recovery System No. 1 07-20-94 1994 Third Quarter Report Oil Recovery System No. 1 10-28-94 1994 Fourth Quarter Report Oil Recovery System No. 1 01-30-95 1995 First Quarter Report Oil Recovery System No. 1 04-26-95 1995 Second Quarter Report Oil Recovery System No. 1 07-24-95 1995 Third Quarter Report Oil Recovery System No. 1 10-12-95 1995 Fourth Quarter Report Oil Recovery System No. 1 01-12-96 Oil Recovery System Operation and Maintenance Manual 01-30-96 1996 First Quarter Report Oil Recovery System No. 1 04-23-96 1996 Second Quarter Report Oil Recovery System No. 1 07-17-96 1996 Third Quarter Report Oil Recovery System No. 1 10-25-96 1996 Fourth Quarter Report Oil Recovery System No. 1 01-27-97 1997 First Quarter Report Oil Recovery System No. 1 04-28-97 1997 Second Quarter Report Oil Recovery System No. 1 07-22-97 1997 Third Quarter Report Oil Recovery System No. 1 10-14-97 1997 Fourth Quarter Report Oil Recovery System No. 1 01-21-98 Woodward Clyde Draft Phase II Site Assessment Vol. I Work Plan 10-91 Draft Phase II Site Assessment Vol. II Part A- Field Sampling Plan 10-91 Draft Phase II Site Assessment Vol. ll Part B - Quality Assurance Plan 10-91 Draft Phase II Site Assessment Vol. III Health & Safety Plan 11-91 Final Specifications and Drawings Building Demolition 02-92 Proposal Phase II Site Assessment and Demolition 03-92 Draft Phase II Site Assessment Work Plan 06-92 Final Phase II Site Assessment Construction Area Report 12-95 Preliminary Subsurface Investigation Report 03-96 Final Remedial Action Plan Report 08-96 1998 First Quarter Report Oil Recovery System No. 1 05-12-98 1998 Second Quarter Report Oil Recovery System No. 1 07-31-98 1998 Third Quarter Report Oil Recovery System No. 1 11-4-98 Oil Recovery System Operation and Maintenance Manual 08-98 1998 Fourth Quarter Report Oil Recovery System No. 1 02-22-99 1999 First Quarter Report Oil Recovery System No. 1 04-99 Draft RCRA Facility Investigation Operable Unit No.1 06-99 1999 Second Quarter Report Oil Recovery System No. 1 07-15-99 1999 Third Quarter Report Oil Recovery System No. 1 09-20-99 Paint Barrel Pits Interim Measure Planning Memorandum 01-03-00 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 2 • t Asbestos Area Interim Measure Planning Memorandum 01-03-00 Draft Corrective Measures Study Operable Unit No. 1 02-00 Free Phase Recovery Area Interim Measures Planning Memorandum 02-16-00 Data Gaps Assessment Operable Unit No. 1 Planning Memorandum 02-16-00 1999 Fourth Quarter Report Oil Recovery System No. 1 02-17-00 Final Closure Plan for Container Storage Area (SWMU 24) 03-00 Draft Remedial Action Plan 04-00 Acetylene Sludge Pits Interim Measure Planning Memorandum 04-28-00 Enviro Safe Air Asbestos Survey 02-04-92 AMI Group Asbestos Assessment 01-23-93 Project Report 01-15-93 Abatement Project Book Vol. I 1993 Abatement Project Book Vol. II 1993 AWS Remediation, Inc. Letter Report PCB-Oil Remediation and Transformer Transportation and Disposal 06-16-99 U.S. Environmental Protection Agency RCRA Facility Assessment— Final Report 06-10-98 RCRA Facility Assessment— Final Sampling Strategy Report 07-15-98 DATA Summary Report for RCRA Facility Assessment 11-20-98 Draft Corrective Measures Implementation Work Plan 07-00 Closure Report for Container Storage Area (SWMU 24) 09-00 Final Work Plan Operable Units 2 and 3 (OU2 and OU3) 04-01 06/22/01 G:\LAWADM\CMS\CityofOmaha\PSA2001.6-22.doc 3 J + CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebr RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, the City of Omaha desires and deems it necessary to purchase from the Union Pacific Railroad Company 17.24 acres of land (the"Property"); and, WHEREAS, the Property will be used for the relocation of Abbott Drive and to provide an addition redevelopment site; and, WHEREAS, the acquisition of the Property was included in the Gallup University Riverfront Redevelopment Plan approved by the City Council on January 9, 2001; and, WHEREAS, the acquisition is provided for in the Redevelopment Agreement for the project passed on April 10, 2001, by Ordinance No. 35543. a' NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, the Mayor of the City of Omaha is authorized to execute, and the City Clerk to attest, the Purchase/Sale and Donation Agreement between the Union Pacific Railroad Company and the City of Omaha, and to execute other documents necessary to complete the sale and donation acceptance of the Property. The costs incurred will be paid from the Gallup University Riverfront Redevelopment Plan Project, Organization 1190, Fund 368, Agency 195, year 2001 funding. It is the intent of the City of Omaha that the costs incurred of$2,510,336.77 shall be refunded to the Fund from the proceeds of tax exempt bonds to be issued by the City of Omaha. P:\Lawl\5968pjm.doc APPROVED AS TO FORM: 222Y ORN ATE By Councilmember Adopted JU 2 9 2001. .a a City Clerk Approved P r l 4 4,��� Mayor / Y A) co 5 N Uq CD O CD O P N.` O rn '7i (D O 1--t ''CS CD t-s ,--r a, (� CD z :dTcr cn CD a o ¢ o o b Z or O Crp O U4 O OAR O Ir : Ifl ec0 o %•,, \ c k ry Cr kC - o � „ ` a C) �O Z GI' n o `C cn rD ` y � .co p 1-• O � , 7tt t 1 . ' :k -.,11 . r ,i