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ORD 34186 - First Data Resources Inc redevelopment agmt • o��phAHA,N4,4 RF + V F -� Planning Department � ev‘ 97 Omaha/Douglas Civic Center 1819 Farnatn Street,Suite 1100 'I t ``� 33 Omaha,Nebraska 68183-0110 _ri o.p_ (402)444-5200 �A 4. (402)444-5150 OA44.0 FEDO. CITY CI r?!( Telefax(402)444-6140 �rtiFil.� t4 rlt,�� F( r City of Omaha Hal Daub,Mayor Honorable President and Members of the City Council, The attached proposed Ordinance approves the Redevelopment Agreement by and between the City of Omaha, Nebraska, a municipal corporation (the "City"), First Data Resources Inc., a Delaware Corporation("FDR"),Ak-Sar-Ben Future Trust, a Nebraska non-profit corporation("Future Trust"), Papio-Missouri River Natural Resources-District, a political subdivision of the State of Nebraska ("NRD"), Douglas Recreation Corp., a Nebraska non-profit corporation ("RecCo") and Douglas County, Nebraska, a body corporate and politic existing under the laws of the State of Nebraska ("Douglas County"). FDR has agreed to acquire from the City certain real property (the "Project Property")in the Ak-Sar-Ben Business and Education Campus Redevelopment Plan pursuant to the terms and conditions of a Project Agreement dated December 31, 1996. As a part of such Project Agreement, and subject to the terms and conditions thereof and the terms and conditions of a Donation Agreement to be executed by FDR and the Board of Regents of the University of Nebraska, FDR intends to convey to the University a portion of the Project Property, retaining for its own use a portion of the Project Property. Pursuant to the terms and conditions of a Supplemental Project Agreement dated December 31, 1996, Future Trust will acquire from the City, concurrently with the conveyance of the Project Property to FDR, certain real property situated adjacent to the South of the Project Property. The Project Property and the Future Trust Property are collectively referred to as the "Ak-Sar-Ben Property"). RecCo and County have agreed, pursuant to the Project Agreement and the Supplemental Agreement, to convey the Ak-Sar-Ben Property to City prior to its conveyances to FDR and Future Trust. On December 17, 1996,the City Council of the City designated Census Tract 70.01, located in the City of Omaha,Nebraska,as blighted and substandard for purposes of the Community Development Law which blighted and substandard area includes the Ak-Sar-Ben Property. On January 23, 1997, the State Redevelopment Board designated Census Tracts 70.01, 70.02, 35, 36 and 37, and a part of Census Tract 68.01 east of 76th Street, as blighted and substandard for purposes of the Nebraska Redevelopment Act, which blighted and substandard area also included the Ak-Sar-Ben Property. On March 4, 1997, the City Council of the City, upon the recommendations of the City Planning Board made on January 8, 1997,and February 5, 1997, approved the amended Ak-Sar-Ben Business and Education Campus Redevelopment Plan(the "Redevelopment Plan"), which includes the Ak- Sar,,Ben Property. Honorable President and Members of the City Council Page 2 The City Council of the City has approved the Project Application of FDR, submitted under the provisions of the Nebraska Redevelopment Act,which Project Application designated a project area that includes the Project Property and certain property owned by FDR, or other corporations affiliated with FDR, west of 72nd Street as well as the Ak-Sar-Ben Property. FDR intends to construct an office facility of approximately 300,000 square feet and associated improvements as a first phase, on a portion Project Property bringing the total new private FDR investment to $50 million dollars and 500 new employees within five years. The University intends to construct an Information Science, Technology, and Engineering Facility and associated improvements(the "IST&E Project") on the University Property concurrently with FDR's first phase. In order to implement and facilitate these Projects for the general benefit and welfare of the City at large, the parties hereto wish to enter into this Agreement pursuant to the Redevelopment Laws. Your favorable consideration and approval of this request is appreciated. Respectfully submitted, 6F4AN` Planning Dire or Date Approved as to Funding: Referred to City Co cil for Consideration: �.^C/� 94//17/49 r ouis A. D' rcole• Date Mayor's Office/Title Date? Acting Finance Director Approved: Approved: rzQita-a 4e/9? Don W. Elliott, P.E. Date eor L. Davis, Jr. Date Public Works Director Acti Human Relations Director Publication of Public Hearing: Public Hearing Date: P:\LAW\6037.SKZ c/ /300 c7A57..2o/97 ORDINANCE NO. 3//J' AN ORDINANCE approving a redevelopment agreement by and between the City of Omaha, Nebraska, a municipal corporation (the "City"), First Data Resources Inc., a Delaware Corporation('FDR"),Ak-Sar-Ben Future Trust,a Nebraska non-profit corporation("Future Trust"),Papio-Missouri River Natural Resources District, a political subdivision of the State of Nebraska ("NRD"), Douglas Recreation Corp., a Nebraska non-profit corporation ("RecCo") and Douglas County,Nebraska, a body corporate and politic existing under the laws of the State of Nebraska("Douglas County"); declaring the necessity of appropriating certain properties located within the Ak-Sar-Ben Business and Education Campus Redevelopment Plan Area, as amended, for redevelopment purposes; and,providing for an effective date. • BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: Section 1. The Mayor is authorized to execute and the City Clerk to attest, the attached Redevelopment Agreement, including other such documents necessary and proper to effectuate the terms of this Redevelopment Agreement. Section 2. That it is proper and necessary to appropriate for redevelopment purposes the property within the Ak-Sar-Ben Business and Education Campus Redevelopment Plan, as amended, pursuant to the authority granted in the Nebraska Community Development Law and the Nebraska Redevelopment Act. Section 3. That the City of Omaha is authorized, empowered and directed to negotiate, through either employees of the City of Omaha or through persons employed therefor or through any combination thereof, with the owners of the above described property for the acquisition of said ORDINANCE NO. 3W8� PAGE 2 property by the City of Omaha for the aforesaid purposes. Upon failure to agree to negotiation with the owner of any of the above described property for the acquisition thereof by the City of Omaha, the City is authorized,empowered,and directed,through the Law Department,the proceed forthwith to acquire such property not obtained by negotiation, by proceedings in accordance with the laws of the State of Nebraska, under the power of eminent domain. Any notice or notices in the name of the City of Omaha required to be given the owners of other persons having any interest in and to any of the above described property may be given by the Law Department of the City of Omaha. Section 4. This Ordinance shall be in full force and take effect immediately upon its passage. INTRODUCED BY COUNCILMEMBER APPROVE Y: 144f: MAY;o I 61" I OM.��'_ DA PASSED MAY 2 0 1997 a0 d, zo ATTEST: ‘ ;?0•4z; . CITY C ERK OF THE CITY OF OMAHA DATE APPROVED AS TO FORM: 2Z SSISTA T C A RNE TE P:\LAW\3882.MAF ,dfjai jre- . %moo a .1/ao/97 - 4- REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT (the "Agreement" ) is made and entered into this A/Jg day of , 1997, by and between the City of Omaha, Nebraska, a municip corporation (the "City" ) , First Data Resources Inc . , a Delaware Corporation ( "FDR") , Ak-Sar- Ben Future Trust, a Nebraska non-profit corporation ( "Future Trust" ) , Papio-Missouri River Natural Resources District, a political subdivision of the State of Nebraska ( "NRD" ) , Douglas Recreation Corp. , a Nebraska non-profit corporation ( "RecCo" ) and Douglas County, Nebraska, a body corporate and politic existing under the laws of the State of Nebraska ( "Douglas County" ) . WITNESSETH: WHEREAS, FDR has agreed to acquire from the County and RecCo, through the City, certain real property legally described on the attached Exhibit "A" which is incorporated herein by this reference (the "Project Property" ) , pursuant to the terms and conditions of a Project Agreement dated December 31, 1996 (the Project Agreement" ) , and WHEREAS, as a part of such Project Agreement, and subject to the terms and conditions thereof and the terms and conditions of a Donation Agreement (the "Donation Agreement" ) to be executed by FDR and the Board of Regents of the University of Nebraska, a body corporate existing under the laws of the State of Nebraska (the "University" ) , FDR intends to convey to the University a portion of the Project Property described on Exhibit "A-1" which is incorporated herein by this reference (the "University Property" ) , retaining for its own use that portion of the Project Property described on the attached Exhibit "A-2" which is incorporated herein by this reference (the "FDR Property" ) , and WHEREAS, Future Trust is the intended beneficiary of certain agreements of the University contained in the Donation Agreement; and WHEREAS, pursuant to the terms and conditions of a Supplemental Project Agreement dated December 31, 1996 (the "Supplemental Agreement" ) , Future Trust will acquire from the County and RecCo, through the City, concurrently with the conveyance of the Project Property to FDR, certain real property (and certain personal property located thereon) situated adjacent to the South property line of the Project Property and legally described on the attached Exhibit "B" which is incorporated herein by this reference (the portion of such property described as Exhibit "B" that is situated North of West Center Road shall be referred to as the "Future Trust Property" and the portion situated South of West Center Road shall be referred to as the "Arboretum Redevelopment Agreement 0216713.07: Revised May 12, 1997 • Properrty" ) (the Project Property, the Future Trust Property and the Arboretum Property are collectively referred to as the "Ak-Sar-Ben Property") , and WHEREAS, City has requested that RecCo and the County transfer the Ak-Sar-Ben Property to the City to assist in the redevelopment project referred to in this Agreement, and WHEREAS, RecCo and County have agreed, pursuant to the Project Agreement and the Supplemental Agreement, to convey the Ak-Sar-Ben Property to City prior to its conveyances to FDR and Future Trust as described above, and WHEREAS, under the Project Agreement, the negotiation and execution of this Agreement is an express condition to the obligations of FDR to acquire the Project Property, and WHEREAS, on December 17, 1996, the City Council of the City designated Census Tract 70 . 01, located in the City of Omaha, Nebraska, as blighted and substandard for purposes of the Community Development Law (§§ 18-2101, et seq. , Nebraska Revised Statutes, as amended) ( "Community Development Law" ) , which blighted and substandard area includes the Ak-Sar-Ben Property, and WHEREAS, on January 23 , 1997, the State Redevelopment Board, pursuant to the provision of § 58-504 of the Nebraska Revised Statutes, designated Census Tracts 70 . 01, 70 . 02, 35, 36 and 37, and a part of Census Tract 68 . 01 east of 76th Street, as blighted and substandard for purposes of the Nebraska Redevelopment Act (§§ 58- 501, et seq. , Nebraska Revised Statutes, as amended) ( "Nebraska Redevelopment Act" ) , which blighted and substandard area includes the Ak-Sar-Ben Property, (the Community Development Law and the Nebraska Development Act are hereinafter sometimes referred to as the "Redevelopment Laws" ) , and WHEREAS, on March 4 , 1997, the City Council of the City, upon the recommendations of the City Planning Board made on January 8, 1997, and February 5, 1997, approved the amended Ak-Sar-Ben Business & Education Campus Redevelopment Plan, which plan was further amended immediately prior to the approval of this Agreement by the City Council, upon the recommendation of the City Planning Board of May 7, 1997 (such redevelopment plan, and all amendments thereto, are hereinafter collectively referred to as the "Redevelopment Plan" ) , which includes the Ak-Sar-Ben Property, and WHEREAS, the City Council of the City has approved the Project Application of FDR, submitted under the provisions of the Nebraska Redevelopment Act, a copy of which is attached hereto as Exhibit "C" (the "LB 830 Project Application" ) , which Project Application designated a project area that includes the Project Property and certain property owned by FDR, or other corporations affiliated Redevelopment Agreement 0216713.07: Revised May 12, 1997 2 with FDR, west of 72nd Street as is more particularly described in the LB 830 Project Application (the "LB 830 Project Area" ) , and WHEREAS, this Agreement is an essential condition to the development by FDR of the FDR Property, which development would not occur but for the use of the Redevelopment Laws through this Agreement, and WHEREAS, this Agreement, together with one or more of the Redevelopment Laws, is essential to assure that title to the Ak- Sar-Ben Property can be conveyed as required in the Project Agreement and in the Supplemental Agreement, and WHEREAS, FDR intends to construct an office facility of approximately 300, 000 square feet and associated improvements (the "Phase One FDR Project") , on a portion of the FDR Property legally described on the attached Exhibit "D" and incorporated herein by this reference (such portion of the FDR Property is hereinafter described as "Phase One Property" ) , and WHEREAS, the University intends to construct an Information Science, Technology, and Engineering Facility and associated improvements (the "IST&E Project" ) on the University Property (the Phase One FDR Project and the IST&E Project are sometimes hereinafter referred to as the "Projects" ) , and WHEREAS, in order to implement and facilitate these Projects for the general benefit and welfare of the City at large, the parties hereto wish to enter into this Agreement pursuant to the Redevelopment Laws . NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows : Section 1. OBLIGATIONS OF THE CITY. City agrees that it will perform all of the following duties and obligations : 1 . 1 Acquisition and Conveyance of the Project Property. City agrees that it will acquire from RecCo and the County, in accordance with the provisions of the Project Agreement, fee simple title to the Project Property, subject only to those permitted exceptions to title approved by FDR in accordance with the terms of the Project Agreement . City further agrees to convey the Project Property to FDR at the time and in the manner described in the Project Agreement . The Project Property shall be subdivided and rezoned prior to such conveyance as described in Sections 2 . 1 and 2 . 2 of this Agreement . FDR agrees that the City is acquiring title to the Project Property pursuant to one or more of the Redevelopment Laws and for the purpose of implementing such Redevelopment Agreement 0216713.07: Revised May 12, 1997 3 • Redevelopment Laws with respect to the Project Property. As such, FDR agrees that the City shall have no liability to FDR for any condition existing on the Project Property on or before the date of closing, unless such condition was created or caused, in whole or in part, by the City or its employees, agents or contractors . 1 . 2 Acquisition and Conveyance of Future Trust Property and the Arboretum Property. City agrees that it will acquire from RecCo and the County, in accordance with the provisions of the Supplemental Agreement, fee simple title to the Future Trust Property and the Arboretum Property, subject only to those permitted exceptions to title approved by Future Trust in accordance with the terms of the Supplemental Agreement . City further agrees to convey the Future Trust Property and the Arboretum Property to Future Trust at the time and in the manner described in the Supplemental Agreement . The Future Trust Property shall be subdivided and rezoned prior to such conveyance as described in Sections 2 . 1 and 2 . 2 of this Agreement . Future Trust agrees that the City is acquiring title to the Future Trust Property and the Arboretum Property pursuant to one or more of the Redevelopment Laws and for the purpose of implementing such Redevelopment Laws with respect to the Future Trust Property and the Arboretum Property. As such, Future Trust agrees that the City shall have no liability to Future Trust for any condition existing on the Future Trust Property or the Arboretum Property on or before the date of closing, unless such condition was created or caused, in whole or in part, by the City or its employees, agents or contractors . 1 . 3 Railroad Right-of-Way. After conveyance of the Ak-Sar- Ben Property to FDR and Future Trust as described above, City will use its power of eminent domain to promptly acquire all right, title and interest, not held by FDR or Future Trust, as applicable, in and to those portions of the FDR Property and the Future Trust Property, or located adjacent thereto, which were formerly part of a railroad right-of-way. Specifically, and without limitation, City shall acquire all right and interest not then held by FDR or Future Trust in those portions of the railroad right-of-way situated on the Ak-Sar-Ben Property, or adjacent thereto, which areas are described on Exhibit "E-1" , as to the portion of such right-of-way on or adjacent to the FDR Property, and on Exhibit "E- 2" , as to the portion of such right-of-way on or adjacent to the Future Trust Property (collectively, the "Railroad Rights-of-Way" ) . The City will take all actions necessary to accomplish such acquisition at its sole cost and expense, other than out of pocket expenses incurred for such acquisition (such as appraisal fees, title search fees and the like) and amounts necessary to pay for the actual property acquisition. FDR and Future Trust, as appropriate, will pay to the City amounts necessary to pay the purchase price or the condemnation award, as the case may be, for any such interest in the Railroad Rights-of-Way acquired by City. Redevelopment Agreement 0216713.07: Revised May 12, 1997 4 Any purchase of the Railroad Rights-of-Way in lieu of condemnation will be made only with the prior approval of FDR as to the Railroad Rights-of-Way situated on or abutting the FDR Property and with the prior approval of Future Trust as to such Railroad Rights-of-Way situated on or abutting the Future Trust Property. The City will not be obligated to reimburse FDR or Future Trust for the cost thereof . FDR or Future Trust, as appropriate, will deposit such amounts with the City within ten (10) days after an agreement to purchase is entered into, or within ten (10) days after a condemnation award is filed in any condemnation proceeding. Prior to commencing such condemnation action, the City may require Future Trust to furnish to the City adequate assurances that Future Trust has sufficient financial resources to pay such amounts . Immediately upon receipt by City of all such interests to such portions of the Railroad Rights-of-Way, City shall convey the same by special warranty deed, without payment of further consideration, to FDR as to the property described on Exhibit "E-1" , and to Future Trust as to the property described on Exhibits "E-2" . If requested by FDR or Future Trust, City will ratify the Final Plat referred to in Section 2 . 1 below after such Railroad Rights-of-Way have been conveyed to FDR and to Future Trust . 1 . 4 Initial TIF Bonds . City may issue and sell tax increment financing bonds pursuant to the authority granted under the Redevelopment Laws ( "TIF Bonds" ) . Such TIF Bonds shall be secured by and shall be payable only from Excess Tax Revenues (as hereafter defined) produced from: (i) the improvement, development and redevelopment of the real estate constituting the Phase One Property; and (ii) the acquisition by FDR of non-exempt taxable personal property situated, for ad valorem tax purposes, on the real property described on Exhibits D-1 and D-2 (collectively, the "West FDR Property" ) and the FDR Property. The net proceeds of such bond issue shall be used to finance construction of those Public Improvements, as referenced and defined in Section 1 . 7, including payment of other costs associated therewith. As used herein, the term "Excess Tax Revenues" shall mean the excess of : (a) any ad valorem taxes which are produced after the date that the Phase One Property improvements (as set forth in Section 3 . 3 below) are first included in the assessment of the Phase One Property for ad valorem tax purposes (the "Division Date" ) by the levy for the Phase One Property established each year by or for the benefit of the State of Nebraska, the City and any board, commission, authority, district or any other political subdivision or public body of the State of Nebraska (the "Public Bodies" ) ; over (b) any ad valorem taxes which are produced by such levy on the assessment for tax year 1996 ; Redevelopment Agreement 0216713.07: Revised May 12, 1997 5 together with all ad valorem taxes which are produced from taxable personal property (which is not exempt from taxation) acquired on or after the Division Date by FDR and which is situated for ad valorem tax purposes anywhere within the LB 830 Project Area. Additional Excess Tax Revenues and Division Dates may be established as set forth in Section 1 . 6 below. Notwithstanding the foregoing, the parties acknowledge that the LB 830 Project Area is the "project area" within the meaning of Neb. Rev. Stat . § 58-503 (1996 Cum. Supp. ) . 1 . 5 Redevelopment Bonds . To the extent necessary to pay for the construction of the Public Improvements (as hereafter defined) that are not paid by the net proceeds of the TIF Bonds, or in lieu of issuing TIF Bonds, as the City may decide, City may issue and sell, Redevelopment Bonds (the "Redevelopment Bonds" ) pursuant to the authority granted to the City under §18-2124, Nebraska Revised Statutes, as amended. The net proceeds of such Redevelopment Bonds shall be used to finance construction of the Public Improvements (as hereinafter defined) , as well as any other costs associated therewith. 1 . 6 Additional TIF Bonds . In the event FDR constructs buildings or other improvements upon any portion of the FDR Property or the West FDR Property, or the West FDR Property, the City may issue and sell additional TIF Bonds (the "Additional TIF Bonds" ) . The Additional TIF Bonds shall be in a principal amount determined by the City to be reasonably amortizable over the life of the Additional TIF Bonds . In the event Additional TIF Bonds are to be issued, the City will amend the Redevelopment Plan in such a manner to include in future phases the real property where such future improvements are to be located, but only including the actual real property necessary for such improvements . The City and the then-owner of the property that is then included in the Amended Redevelopment Plan will execute such additional redevelopment agreements, or amendments to this Agreement, as are necessary to provide for issuance of such Additional TIF Bonds, use of the net proceeds thereof, establishment of Division Dates for determination of Excess Tax Revenues, and such other terms and conditions upon which the parties thereto may agree . For purposes of issuing such Additional TIF Bonds only, the parties hereto agree that any additional redevelopment agreement, or any amendment to this Agreement, need be executed only by City and the then owner of the portion of the real property being improved, so long as such additional agreement or amendment does not attempt to modify or amend portions of the Agreement that apply to other parties. The net proceeds of such Additional TIF Bonds may be used in any manner allowed by law. 1 . 7 Public Improvements for the Prolect Property. The City shall demolish, remove, relocate, install, construct, or cause to be constructed, as indicated below, the following public Redevelopment Agreement 0216713.07: Revised May 12, 1997 6 improvements (the "Public Improvements" ) on or in the vicinity of the Project Property: . 1 Construction and installation of streets, intersections, street signage, street lights, traffic signalization, sidewalks and pedestrian trails, at the locations and in accordance with the requirements of the Street Layout Plan attached hereto as Exhibit "F" (the "Street Layout Plan" ) . The City, as a part of such street construction, shall demolish those portions of the existing East Ak-Sar-Ben access drive which have been designated by the City as improvements not to be removed by FDR. . 2 Removal, installation and relocation of storm sewers and sanitary sewers, and related improvements, at the locations and in accordance with the requirements of the Utility Relocation and Installation Plan attached hereto as Exhibit "G" (the "Utility Relocation and Installation Plan" ) . . 3 Removal, installation and relocation of public gas and water mains and related improvements, as designed and designated by Metropolitan Utilities District at such locations as are necessary to serve the proposed FDR and University development on the Project Property with water and gas service, as shown on the Utility Relocation and Installation Plan. .4 Relocation of the Omaha Public Power District "High Line, " from its location on the South right-of-way line of Pacific Street, to the location within the Omaha Public Power District easement area as designated on the Plat of the Ak-Sar-Ben Business & Education Campus . All construction shall be supervised by the City and shall comply with all City codes and all requirements relating to the construction of such Public Improvements and shall be constructed in compliance with all applicable governmental laws, ordinances, regulations and codes, and in a good and workmanlike manner. Field changes to the plans for such Public Improvements shall be permitted with the concurrence of FDR and the City. All architect and engineering fees necessary for the design and construction of the Public Improvements shall be paid by the City pursuant to the Agreement with Lamp, Rynearson & Associates attached hereto as Exhibit "H" , or the City shall arrange payment by the appropriate public utility installing such Public Improvements . City shall accept from FDR assignments of any existing contracts between FDR and Lamp, Rynearson & Associates, Inc . for the engineering work relating to such Public Improvements, shall assume all obligations of FDR thereunder, and shall, at the time of such assignment, Redevelopment Agreement 0216713.07: Revised May 12, 1997 7 reimburse FDR for all amounts paid or payable by it under such contracts prior to the date of such assignment . City shall also reimburse the University and FDR for any amounts paid by either of them for the acquisition, transporting, placement and compaction of fill dirt on any areas of the Project Property to be used for public rights-of-way as provided in Section 3 . 2 below. Prior to the start of construction of the Public Improvements, FDR shall have removed any surface improvements on the FDR Property and the University Property (other than those portions of the existing East Ak-Sar-Ben access drive which have been designated by the City as improvements not to be removed) . Construction of such Public Improvements shall begin upon receipt of a written notice to proceed from FDR, which will be given not later than July 5, 1997 . Construction of such Public Improvements shall be in accordance with the sequencing plan for construction of Public Improvements attached hereto as Exhibit "I" , with construction of those Public Improvements shown as 1997 Sequence One being completed by December 31, 1997, and the remaining sequences by November 30, 1998, subject, however, to delays caused by External Causes (as defined in Section 7 . 17) . City will consult with FDR and the University, and shall construct the roads in a sequence and manner that allows FDR and the University to access their respective properties for construction purposes during the time that the Public Improvements are being constructed. In the event any Public Improvements are not located in dedicated public rights-of-way or other public property, or public easement, the City shall obtain from the then owner of the property in which such Public Improvement is to be installed a non- exclusive easement in favor of the City, or other political subdivision installing such Public Improvement, at no cost to the City or to any other party hereto who may benefit thereby. All such easements shall be granted by instrument in the form of the Form of Easement Agreement attached hereto as Exhibit "P" . 1 . 8 Vacation of Easements . City shall vacate (or cause to be vacated) all easements identified on the attached Exhibit "J" , as soon as utility services located therein can be taken out of service . Such vacation shall be completed by vacation instrument recorded in the office of the Register of Deeds of Douglas County, Nebraska. 1 . 9 Pacific Street and 72nd Street Improvements . The City shall construct, at no cost to FDR or Future Trust, those improvements to Pacific Street and to 72nd Street (the "72nd Street Improvements" ) as are shown on the Street Layout Plan attached as Exhibit "F" . The 72nd Street Improvements, including the improvements to the 72nd and Pacific Street intersection, will be constructed as a part of the City' s Capital Improvement Program and shall be financed as provided in such plan. The City agrees that the portion of the 72nd Street Improvements bounded by the 76th Redevelopment Agreement 0216713.07: Revised May 12, 1997 8 *COII Street Drive intersection on the North and the Mercy Road intersection on the South will be the first phase of the 72nd Street Improvements to be constructed, subject, however, to requirements of Federal and State of Nebraska authorities providing funding for the 72nd Street Improvements . The City will use its best efforts to assure that the phasing of construction will occur as required herein. 1 . 10 FDR Easements on Public Rights-of-Way in Project Area. The City shall grant from time to time to FDR and University, easements under, across and over publicly dedicated rights-of-way that are located on and adjacent to the Project Property as requested by FDR or the University for any of the following purposes : . 1 Pedestrian skywalks, tunnels and crosswalks, . 2 Utility lines and tunnels, and . 3 Communications lines . Such easements shall be perpetual and will be granted without charge to FDR or the University, subject, however, to any existing easements and any utility services located in or adjacent to such proposed easement area. Such easement grant shall also be subject to such other reasonable terms and conditions as the parties thereto may agree. Such terms and conditions shall include provisions requiring the grantee of such easement to maintain its installations in the easement area, to repair any damage caused by its construction, maintenance or other use by it of the easement area, payment of any building permit fees, approval by the City of any installation and construction plans in the easement area, and relocation of any installations in the easement area to a new easement area in the event the City requires such relocation in connection with the construction of new public improvements . 1 . 11 Future Trust Easements on Public Rights-of-Way in Project Area. The City shall grant from time to time to Future Trust, easements under, across and over publicly dedicated rights-of-way that are located on the Future Trust Property and Arboretum Property as requested by Future Trust for any of the following purposes : . 1 Pedestrian skywalks, tunnels and crosswalks, . 2 Utility lines and tunnels, and . 3 Communications lines. Such easements shall be perpetual and will be granted without charge to Future Trust, subject, however, to any existing easements and any utility services located in or adjacent to such proposed easement area. Such easement grant shall also be subject to such other reasonable terms and conditions as the parties thereto may agree . Such terms and conditions shall include provisions Redevelopment Agreement 0216713.07. Revised May 12, 1997 9 411: requiring the grantee of such easement to maintain its installations in the easement area, to repair any damage caused by its construction, maintenance or other use by it of the easement area, payment of any building permit fees, approval by the City of any installation and construction plans in the easement area, and relocation of any installations in the easement area to a new easement area in the event the City requires such relocation in connection with the construction of new public improvements . 1 . 12 License on the 72nd Street Right-of-Way. The City shall grant to FDR a perpetual license to install and maintain conduit under the 72nd Street Right-of-Way for the purpose of installing data cabling and communications lines between the FDR Property and the FDR facilities located in that portion of the LB 830 Project Area west of 72nd Street . Such license shall be perpetual and shall be granted to without charge to FDR for its grant or continuing use; subject, however, to such other reasonable terms as FDR and the City may agree . Such agreement will include provisions for maintenance by FDR of its installations in the license area and for relocation of such installations to a new license area at FDR' s cost in the event the City requires such relocation in connection with the construction of new public improvements . City agrees that conduit for such cabling and lines may be installed by FDR in conjunction with and at the same time as the construction of the 72nd Street Improvements . FDR will pay for any building permit fees for the installation for such conduit, and shall obtain the approval of the City of its installation plans for such conduit, which approval, shall not be unreasonably withheld. The license granted by the City may be assigned by FDR to any successor owner of any portion of the FDR Property. 1 . 13 Sewer Connection. City shall permit FDR and University to connect to the City' s sanitary sewer and storm sewer lines and mains to serve any building to be at any time hereafter constructed on the Project Property without payment of any interceptor sewer fee, outfall sewer fee, front footage charge or any other fee or charge whatsoever, other than connection fees, permit fees and sewer use fees that are ordinarily and customarily charged for use of the City' s sanitary sewer. 1 . 14 Additional 72nd Street Property. In the event that the City at any time for a period of fifteen (15) years following the execution of this Agreement acquires by voluntary purchase, or by exercise of the power of eminent domain, or deed in lieu thereof, title to any real property situated between the FDR Property and the present east right of way line of 72nd Street, and after acquisition, the City determines that there are remnants of such acquired property abutting the FDR Property that are not needed for City purposes (the "Remnant Property") , the City will offer FDR, or, if FDR is no longer the fee simple title holder to Lots 4, 7 or 8 of the Ak-Sar-Ben Business & Education Campus addition, then to Redevelopment Agreement 0216713.07: Revised May 12, 1997 10 444 1 the successor owner of such Lot that abuts the Remnant Property being offered, the first right to purchase the Remnant Property. The City will notify FDR, or the then. owner of such Lot, of its intent to sell the Remnant Property, and FDR, or such successor owner, shall have 45 days after receipt of such notice to elect whether to purchase the Remnant Property. If FDR, or such successor owner, declines to purchase such property, Future Trust shall be given the next right to purchase any portion of the Remnant Property that abuts the Future Trust Property, with notice and the time for election to be in the same manner as allowed FDR. If FDR, such successor owner, or Future Trust elect to purchase the Remnant Property, the purchase price shall the fair market value of the Remnant Property at the time of sale, as determined by a real estate appraiser licensed in the State of Nebraska, who is a member of the Appraisal Institute, and who is reasonably acceptable to both parties . During the 45 day period allowed to determine whether to purchase the Remnant Property, FDR, such successor owner, or Future Trust, as applicable, shall be allowed access to the Remnant Property to conduct inspections thereof to determine whether to purchase the same . Upon payment of the purchase price, conveyance of the Remnant Property shall be made by special warranty deed free and clear of all encumbrances . 1 . 15 No Special Assessments. Except as specifically provided in Section 9 . 2, the City shall at no time levy special assessments against any property within the LB 830 Project Area, or against any improvements located thereon, or against any of the Future Trust Property, to pay for the original construction of any of the Public Improvements or any of the 72nd Street Improvements . The City finds and agrees that all of the improvements made by it pursuant to this Agreement are for the general benefit of the public within the City and are not local in nature. The City shall indemnify FDR, Future Trust and the University and their respective successors and assigns, and hold them harmless from any suits, claims, loss, damage, assessment or injury (including reasonable attorney' s fees and court costs) which such indemnified parties, or any one or more of them, or their respective successors and assigns, may suffer or incur (including the amount of any special assessment assessed in violation of this paragraph) as a result of any attempt by the City to impose a special assessment for such improvements or to recover any funds or damages from such indemnified parties, or their successors or assigns, in lieu of any such special assessments. 1 . 16 Implementation of City Obligations . City shall take all actions necessary, including, but not limited to, holding public hearings, issuing approvals, exercising its power of eminent domain, approving and executing contracts and agreements and enacting resolutions and ordinances to implement the City' s obligations under this Agreement . Redevelopment Agreement 0216713.07: Revised May 12, 1997 11 Section 2 . OBLIGATIONS OF THE COUNTY AND RECCO. County and RecCo agree to perform the following duties or obligations : 2 . 1 Subdivision of the Project Property and Future Trust Property. County and RecCo have agreed in the Project Agreement to allow the Project Property and the Future Trust Property to be subdivided. County and RecCo are, concurrently herewith, obtaining final approvals from the City of the Ak-Sar-Ben Business & Education Campus Plat attached hereto as Exhibit "K" , and shall, upon such final approval, and immediately prior to the conveyance of the Ak-Sar-Ben Property to the City, record the same in the office of the Register of Deeds of Douglas County, Nebraska. All areas designed on such plat as public rights-of-way shall be dedicated to the public by County and RecCo in such plat . 2 . 2 Zoning of the Project Property and Future Trust Property. County and RecCo have agreed in the Project Agreement to allow the Project Property and the Future Trust Property to be rezoned. The parties hereto agree that the Project Property and the Future Trust Property shall be rezoned in accordance with the mixed use rezoning district regulations set forth on Exhibit "L" attached hereto ( "Mixed Use District Regulations") . County and RecCo shall, prior to the transfer of the Project Property and the Future Trust Property to the City, obtain final approvals from the City for such mixed use zoning in accordance with such Mixed Use District Regulations . 2 . 3 Conveyance of Ak-Sar-Ben Property. County and RecCo previously have agreed to convey the Project Property through the City to FDR pursuant to the Project Agreement, and to convey the Future Trust Property and Arboretum Property through the City to Future Trust pursuant to the Supplemental Agreement, and that under the Project Agreement and the Supplemental Agreement, the County and RecCo are obligated to convey such Property and to otherwise perform all of their obligations thereunder, subject however, to the terms and conditions contained therein. The County and RecCo acknowledge that the Ak-Sar-Ben Property is included in a redevelopment project by the City for purposes of the Community Development Law and that the Project Property also is a part of a redevelopment project by the City under. the Nebraska Redevelopment Act . This Agreement is being entered into by the County and RecCo for the purpose of carrying out the intent of the Project Agreement and Supplemental Agreement and shall be considered a request for transfer of the Ak-Sar-Ben Property as may be required by such agreements . 2 .4 Maintenance of Papio Creek Trail . County agrees that it will at all times maintain the pedestrian trail and trail corridor (the "Trail") that exist adjacent to the portions of the Little Papillion Creek ( "Papio") , that lie within or adjacent to the Ak- Sar-Ben Property in the same manner as is provided in the Redevelopment Agreement 0216713.07: Revised May 12, 1997 12 Interlocal Cooperation Act Agreement between County, City and NRD pertaining the Little Papillion Creek Flood Control Project executed April 30, 1996 by the County, May 6, 1996 by the City and April 11, 1996 by the NRD (the "Interlocal Agreement" ) . County also agrees, upon conveyance of title by FDR and Future Trust to the NRD to the property to be known as Outlots One (1) , Two (2) and Three (3) , Ak-Sar-Ben Business & Education Campus (the "Outlots" ) , to maintain such Outlots and any trails or other improvements that may be constructed thereon, in the same manner as the Trail is to be maintained under the Interlocal Agreement . If the Interlocal Agreement is terminated for any reason, County shall continue, nevertheless, to maintain the portions of the Trail adjacent to the Ak-Sar-Ben Property under the terms of the Interlocal Agreement, despite such termination, or shall make other provisions for such maintenance as are reasonably satisfactory to FDR or the then-owner of Lot 4, Ak-Sar-Ben Business & Education Campus . Section 3 . OBLIGATIONS OF FDR. FDR agrees to perform the following duties and obligations : 3 . 1 Acquisition of Project Property. FDR shall acquire title to the Project Property and shall convey the University Property to the University in the manner as required by the Project Agreement and subject to the terms and conditions set forth therein. FDR will enter into a Donation Agreement with the University as a part of such conveyance which will provide, among other matters, for the construction by the University on the University Property of the IST&E Project . Upon such acquisition, FDR shall also convey Outlots One (1) and Two (2) to the NRD for use by it as a part of the Papio Creek Trail system. Conveyance of such Outlots shall be without charge to the NRD and by Special Warranty Deed, free and clear of all encumbrances, except those encumbrances that do not adversely affect use of such Outlots, as a part of the Papio Creek Trail . Conveyance of such Outlots will occur following completion by FDR of the Phase One improvements referred to in Section 3 . 3 hereof. 3 . 2 Demolition of Existing Improvements and Grading. FDR shall demolish, or cause to be demolished, all existing improvements on the Project Property (except those portions of the East Ak-Sar-Ben access drive which have been designated by City as improvements not to be removed by FDR) , and shall grade the Project Property in accordance with the grading plan attached hereto as Exhibit "M" . Such grading will include acquisition, transportation, placement and compaction of fill dirt for the construction of streets and walks and public rights-of-way on the FDR Property. All such grading work has been let pursuant to competitive sealed bid procedures through Kiewit Construction Co. as Construction Manager. If requested by City, FDR shall assign to the City that portion of the grading contract pertaining to the work being performed for the benefit of the City or in connection Redevelopment Agreement 0216713.07: Revised May 12, 1997 13 with the Public Improvements . The City will be named as an additional beneficiary on any performance and payment bond furnished by the contractor for such work, and will be provided with a copy thereof . FDR shall be reimbursed by the City for the cost of acquiring and transporting all such fill dirt and for the placement and compaction of the same in all such public rights-of- way in the amounts as set forth on Exhibit "N" . Such reimbursement is based upon the actual cost to FDR for such work. In computing such cost, the City and FDR agree that all fill dirt used in such public rights-of-way shall be deemed to have been acquired off-site and transported to the Project Property. Any portion of such grading plan that affects the Public Improvements will not be materially changed or modified without the prior approval of City. Any change orders increasing or decreasing the work that is to be paid by the City shall be completed in accordance with the unit prices referred to on Exhibit "N" . Such change orders shall be processed in accordance with the City' s Public Works Standard Specifications (1989 Ed. ) . FDR will obtain such other approvals of changes in the grading plan as are required by law. 3 . 3 Phase One Property Improvements . FDR shall design and substantially construct by December 31, 1998 (subject to extension however, by External Causes as defined in Section 7 . 17) , two office buildings on the Phase One Property containing a total of approximately 300, 000 square feet of enclosed area, in accordance with plans and specifications as determined by FDR in its discretion, together with related parking lots, walks and drives, creating a minimum stipulated value of improvements for real estate tax assessment purposes of $30, 000, 000 . 00 . The location of the office buildings and the parking lots, walks and drives shall be substantially as shown on the Site Plan attached hereto as Exhibit 3 . 4 Electrical Services . FDR will contract with Omaha Public Power District ( "OPPD" ) for the construction and installation of electric power service to serve the FDR Property. 3 . 5 FDR Investment and Job Creation. FDR agrees that, for the period defined below, and if not so defined, then so long as any TIF Bonds or Additional TIF Bonds are outstanding, and for purposes of qualification under the Nebraska Redevelopment Act, it will : . 1 Within the LB 830 Project Area, engage in one or more qualified businesses as defined in § 58-503 (26) , Nebraska Revised Statutes; . 2 Within the LB 830 Project Area, invest in qualified property (as defined in § 58-503 (16) , Nebraska Revised Statutes) in an amount of at least $50, 000, 000, such investment to occur not later than December 31, 2001, and Redevelopment Agreement 0216713.07: Revised May 12, 1997 14 maintain such investment during the redevelopment period (as defined in § 58-503 (29) , Nebraska Revised Statutes) ; . 3 Within the LB 830 Project Area, hire sufficient new employees (as defined in § 58-503 (18) ) as required by §58-505 (5) (b) , Nebraska Revised Statutes) by not later than December 31, 2001, and maintain such employment as required under the Nebraska Redevelopment Act during the redevelopment period (as defined in § 58-503 (29) , Nebraska Revised Statutes) . For purposes of determining compliance with the requirements of Sections 3 . 5 . 1, 3 . 5 . 2 , and 3 . 5 . 3 , the term "FDR" shall include any other corporation that is a member of the same unitary group as FDR for purposes of Nebraska income taxation. FDR shall submit to the City such information as City may reasonably request to indicate compliance with the requirements of this Section 3 . 5 . 3 . 6 Agreements Regarding TIF Financing. While the TIF Bonds and Additional TIF Bonds issued with respect to the FDR Property are outstanding, FDR shall, as to the property included in the phase of the Project for which such Bonds were issued and outstanding: . 1 Pay all real estate taxes before delinquency; . 2 Not convey any of such property, or a portion thereof (other than as permitted by this Agreement) , to any entity which would cause the property and improvements thereon to be exempt from full ad valorem taxation; . 3 Not lease such property, or a portion thereof, to any entity which would cause the improvements thereon to be taxed separately and diminish the full ad valorem real estate tax value; . 4 Maintain fire and extended coverage insurance thereon for the full insurable value thereof, subject to such deductibles, however, as FDR may determine . FDR may, with the consent of the City, which consent shall not be unreasonably withheld, elect to self-insure such risks . In the event of a casualty loss, FDR, or the then owner of the damaged property, as appropriate, shall reconstruct such improvements, or, alternatively, shall escrow sufficient funds to amortize the outstanding TIF Bonds or Additional TIF Bonds, as the case may be, issued with respect thereto; and . 5 Not protest the real estate assessed value below the amount set forth in Section 3 . 3 above as to the Phase One Redevelopment Agreement 0216713.07: Revised May 12, 1997 15 Property, or as to any additional stipulated value as to any other phase of the FDR Property in any new redevelopment plan or any amendment to the Redevelopment Plan. The obligations of FDR under Section 3 . 6 shall only apply to FDR so long as FDR owns the property referred to therein, and upon conveyance of such property by FDR, such obligations shall become the obligations of such successor owner only. 3 . 7 University Property Improvements . The parties hereto agree that the University Property shall be developed so that it is compatible with the FDR Property in appearance . The parties agree that this Agreement shall be recorded prior to the time the University acquires title to the University Property, and as such, the University Property shall be conveyed to the University by FDR subject to the terms and conditions hereof including all zoning regulations referred to on the attached "Exhibit "L" and the Site Plan requirements in Section 6 . 1 below. 3 . 8 Easement for Utility Service. FDR shall grant to City, or to any utility furnishing utility services, without charge, easements through and across the FDR Property for installation of any utility services to be installed by the City or by such utility that are not to be located in public rights-of-way, and such temporary construction easements as are reasonably necessary for installation of Public Improvements . All such easements shall be located in areas to be determined by FDR in its discretion. 3 . 9 Penal Bond. FDR shall provide City with a penal bond as required by § 18-2151 of the Community Redevelopment Law. Section 4 . OBLIGATIONS OF NRD. The NRD agrees to perform the following duties and obligations : 4 . 1 Maintenance of Little Papillion Creek. The NRD, at its own cost and expense, will continue to maintain those portions of the Little Papio Creek Channel Project rights-of-way which are owned by the NRD and abut the Project Property, the Future Trust Property and the Arboretum Property (excluding, however, those portions of such NRD rights-of-way which are occupied by the County' s bicycle and pedestrian trail) . Such maintenance by the NRD will include, without limitation, regular mowing, erosion control, weed control, and removal of volunteer trees . Such maintenance will be performed in such manner and at such times as the NRD determines necessary and consistent with generally recognized engineering practices for flood control projects and in accordance with the NRD' s obligations to maintain the Little Papio Creek Channel Project pursuant to its separate agreements with the County. Redevelopment Agreement 0216713.07: Revised May 12, 1997 16 4 .2 Acceptance of Title to Property. NRD agrees that it will accept title to the Outlots and that such Outlots shall be incorporated by NRD into the Papio Creek Trail system, and further that it will permit the City to construct thereon, as part of the Public Improvements, trail connections from the Trail to the public sidewalks abutting the Outlots . 4 . 3 Grant of Easements . NRD shall grant to FDR, pursuant to an easement agreement acceptable to the NRD and FDR, permanent easements over the Little Papillion Creek to maintain and use the existing vehicular bridge and the pedestrian bridge at the location shown on the attached Exhibit "0" , and will further grant to FDR an additional easement to install, maintain and use an additional pedestrian bridge over the Little Papillion Creek in the approximate location shown on Exhibit "0" . Section 5 . OBLIGATION OF FUTURE TRUST. Future Trust agrees to perform the following duties and obligations : 5 . 1 Future TIF Bonds . The City may, in the future, as allowed by the Redevelopment Laws, issue and sell tax increment financing bonds secured by the excess ad valorem taxes on the Future Trust Property and the Arboretum Property ( "Future Trust TIF Bonds" ) . These Future Trust TIF Bonds shall be in a principal amount determined by the City, to be reasonably amortizable over the life of the Future Trust TIF Bonds being issued. In the event Future Trust TIF Bonds are to be issued, the City will prepare an Amended Redevelopment Plan (the "Amended Redevelopment Plan" ) covering the property that is to be improved. The City and the then owner of the property that is to be included in the Amended Redevelopment Plan will execute such additional redevelopment agreements as are necessary to provide for the issuance of such Future Trust TIF Bonds, use of the net proceeds thereof, establishment of division dates for determination of excess tax revenues, and such other terms and conditions upon which the parties may agree . For purposes of issuing Future Trust TIF Bonds only, the parties hereto agree that any additional redevelopment agreement, or any amendment to this Agreement, need be executed by only the City and the then owner of the portion of the real property being improved, so long as such additional agreement or amendment does not attempt to modify or amend portions of this Agreement that apply to other parties . 5 . 2 Agreements Regarding Future TIF Financing. In the event the City determines to issue Future Trust TIF Bonds, then while any such Future Trust TIF Bonds are outstanding, Future Trust or the then owner of any portion of the Future Trust Property, or the Arboretum Property, as applicable, shall, as to such Property, or the portion thereof that is included in the Future Trust TIF Bond issue : Redevelopment Agreement 0216713.07: Revised May 12, 1997 17 . 1 Pay all real estate taxes before delinquency; . 2 Not to seek an exemption from ad valorem real estate taxation of any part or all of such property, nor convey any of such property, or a portion thereof (other than as permitted by this Agreement) , to any entity which would cause the property involved, and any improvements thereon, to be exempt from full ad valorem real estate taxation; . 3 Not lease such Property, or portion thereof, to any entity which would cause the improvements thereon to be taxed separably and diminish the full ad valorem real estate tax value . .4 Maintain fire and extended coverage insurance thereof for the full insurable value thereof, subject to such reasonable deductibles, however, as Future Trust shall determine . In the event of casualty loss, Future Trust, or the then owner of the damaged property, as appropriate, shall reconstruct such improvements, or, alternatively, shall escrow sufficient funds to amortize the outstanding Future Trust TIF Bonds, as the case may be, issued with respect thereto; and . 5 Not protest the real estate assessed value below the stipulated value set forth in any amendment to this Agreement . The obligation of Future Trust under this Section 5 . 2 shall apply to Future Trust so long as Future Trust owns the property that is subject to such Future Trust TIF Bonds, and upon conveyance of such property by Future Trust, such obligation shall become the obligations of such successor owner only. 5 . 3 Grant of Easements . Future Trust shall grant to City from time to time, as City may request, temporary and permanent easements over, under and upon the Future Trust Property for the purpose of constructing, installing, maintaining and repairing utility lines to be located on the Ak-Sar-Ben Property as shown on the Utility Relocation and Installation Plan attached as Exhibit "G" . Such easements shall be granted pursuant to the Form of Easement Agreement attached hereto as Exhibit "P" , and shall be granted without charge to the City. 5 . 4 Conveyance of Outlot Three . Immediately after acquisition of the Future Trust Property byFuture Trust, Future q P Y Trust agrees that it will donate, or cause to be donated, to the NRD, fee simple title to Outlot Three (3) . Such conveyance shall be without charge to the NRD and by Special Warranty Deed, free and Redevelopment Agreement 0216713.07: Revised May 12, 1997 18 clear of all encumbrances, except those that do not adversely effect use of such Outlot as a part of the Papio Creek Trail . Section 6 . DEVELOPMENT PLAN. 6 . 1 Development Plan. The parties hereto acknowledge that FDR and the University are developing a business and education campus on the Project Property and that this location was selected because of its compatibility for such development . As such, it is critical to such development that the Project Property and the Future Trust Property be used and developed in a manner that is compatible with the business and education campus concept as planned by FDR and the University. To carry out this intention, the parties hereto agree that the Project Property and the Future Trust Property shall be developed in accordance with the Site Plan attached hereto as Exhibit "O" (the "Site Plan" ) , with the terms and conditions of this Agreement, and in compliance with applicable City zoning and subdivision regulations, except as may be otherwise permitted by this Agreement . It is intended that the Site Plan be a general schematic of the Project Property and the Future Trust Property, and that it may be modified from time to time for good and sufficient reasons, provided, however, that any such modification made within thirteen (13) years from the date hereof, insofar as it affects any portion of the University Property or the Future Trust Property, shall only be made with the prior written consent of FDR, or the then owner of the Property to be known as Lot Four (4) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted, and recorded, Douglas County, Nebraska. The consent by FDR shall not be unreasonably withheld so long as the proposed modifications of the Site Plan comply with the terms and conditions of the Site Development Regulations (as hereinafter defined) , and the Mixed Use District Regulations, as the same may be amended pursuant to Chapter 55 of the City of Omaha Municipal Code (the "City Code") , and any covenants applicable to the Future Trust Property. Notwithstanding the foregoing, FDR, or any Affiliated Corporation of FDR (as defined in Section 7 . 16 below) may, as to any portion of the Project Property owned by it : . 1 So long as the Site Development Regulations referred to in Section 6 .3 are not violated, alter the size, location, physical shape and exterior dimensions of any building or other site improvement shown on the Site Plan. . 2 So long as the Site Development Regulations referred to in Section 6 . 3 are not violated: (a) increase or reduce the number of buildings or any other site improvement on any platted lot; or (b) add buildings or site improvements on any platted lot that are not shown on the Site Plan. Redevelopment Agreement 0216713.07: Revised May 12, 1997 19 • .3 So long as the parking requirements set forth in Section 6 . 5 hereof are not violated, alter the size, location, and design of off-street parking areas shown on the Site Plan. 6 . 2 Existing Improvements. Attached hereto as Exhibit "0" is the Site Plan showing existing improvements to the Future Trust Property. These improvements shall be considered "lawful non- conforming structures" under the provisions of Section 55-864 of the City Code, for purposes of application of the Site Development Regulations set forth in Section 6 . 3 below, and, notwithstanding any provision in this Agreement or the City Code that may be to the contrary, such structures shall be subject to all restrictions on lawful non-conforming structures contained in said Section 55-846 . 6 . 3 Site Development Regulations . Except as may be permitted in this Agreement, the property to be known as Lots One (1) through Ten (10) , inclusive, and Outlots One (1) , Two (2) and Three (3) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska, which includes all of the Project Property and the Future Trust Property, shall be developed in accordance with the site development regulations identified on Exhibit "L" (the "Site Development Regulations") . So long as the Site Development Regulations are not violated, the owner of any of the property subject to such regulations may revise lot lines, or combine or divide lots, and the City, by administrative subdivision, may grant any such revisions, combinations or divisions. 6 . 4 Zoning. All of the property to be known as Lots One (1) through Ten (10) , inclusive, and Outlots One (1) , Two (2) and Three (3) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska, which includes all of the Project Property and the Future Trust Property, shall be zoned Mixed Use under the City Code, and only those uses shall be permitted thereon as set forth in the Mixed Use District Regulations . All uses of such property on or after the date hereof shall be in compliance with such Mixed Use District Regulations . Notwithstanding any prior use of such property, there shall be no non-conforming uses thereon after the date hereof, and the provisions of the City Code regarding non- conforming uses in § 55-865 shall not apply. 6 . 5 Parking. Parking shall be provided that complies with the minimum off-street requirements of the City Code applicable to the particular use type proposed for such property. Existing parking on the Future Trust Property shall be deemed adequate for existing uses of the Future Trust Property in existing facilities . 6 . 6 Landscaping. Landscaping will be installed that complies with the minimum requirements of the City Code applicable to Redevelopment Agreement 0216713.07: Revised May 12, 1997 20 11111( General Office ( "GO" ) Zoning. Future Trust shall not be required to modify or change its existing landscaping on the Future Trust Property so long as the existing structures are not materially modified and so long as new structures are not constructed thereon. In the event of a material modification of an existing structure or construction of a new structure on the Future Trust Property, Future Trust shall comply with the requirements of §55-712 (c) the City Code regarding landscaping. 6 . 7 Signage. All signage located on the Project Property and the Future Trust Property shall comply with the requirements of the City Code applicable to GO zoning; provided, however, that signs on the Future Trust Property that do not comply with the requirements of GO zoning and that are in existence as of the date of execution of this Agreement may remain on the Future Trust Property in their present location; and provided further, however, that the existing electronic message sign located on the FDR Property in the vicinity of 72nd and Pacific Streets shall be relocated by Future Trust to a location on the Future Trust Property as described in Exhibit "0" . Permission to maintain such signs shall terminate upon the removal, relocation, modification or destruction of any such sign, whereafter each such sign shall be required to comply with the requirements of the City Code applicable to GO zoning. 6 . 8 No Gambling. The parties agree that no gambling or wagering of any kind shall be permitted within the Ak-Sar-Ben Property, except existing keno and simulcast operations as may be expressly permitted under the Declaration (defined in Section 7 . 20 below) . Section 7 . MISCELLANEOUS PROVISIONS. 7 . 1 Equal Employment Provisions . Attached hereto as Exhibit "Q" are the equal employment provisions of this Agreement, wherein FDR, University and Future Trust are referred to as the "Contractor" with respect to the property to be owned by each. 7 . 2 Nondiscrimination. No party to this Agreement shall, in the performance of this Agreement, discriminate or permit discrimination in violation of any applicable federal or state laws or local ordinances because of race, color, sex, age, disability, political or religious affiliations, or national origin. 7 . 3 Captions . Captions used in this Agreement are for convenience and are not to be used in the construction of this Agreement . 7 .4 Compliance with Law. Each party hereto shall perform its obligations under this Agreement in accordance with all existing and applicable City ordinances, resolutions, state laws, federal Redevelopment Agreement 0216713.07: Revised May 12, 1997 21 laws, and all existing and applicable rules and regulations . Nebraska law will govern the terms and performance under this Agreement . 7 . 5 Section 8 . 05 of Home Rule Charter. Pursuant to Section 8 . 05 of the Home Rule Charter, no elected official or any officer or employee of the City shall have any financial interest, direct or indirect, in any City contract . Any violation of this section with the knowledge of the person or corporation so contracting with the City shall render the offending contract voidable by the City Council . City and Future Trust acknowledge and agree that one member of the Board of Directors of Future Trust may be appointed by the City as the City' s representative on the Future Trust Board. Such member shall be appointed by the Mayor of the City, with the approval of the City Council . The term, appointment, qualifications and other requirements of such member shall be as set forth in the Articles and By-Laws of Future Trust as the same may be amended from time to time . In the event that the City finds that any amendment to the Articles or By-Laws of Future Trust is unacceptable, the City may withdraw from participation in the Board of Directors of Future Trust . 7 . 6 No Merger. This Agreement shall not be merged into any other oral or written contract, lease, or deed of any type delivered in connection herewith unless otherwise specifically agreed. 7 . 7 Amendment in Writing. No agent, employee, or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties . 7 . 8 Multiple Counterparts . This Agreement may be executed by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument . 7 . 9 Administrative Amendments . The parties hereto recognize that certain administrative amendments may need to be made to this Agreement in order to carry out the intent of this Agreement and the Downtown Northeast Redevelopment Plan. In that regard, the parties hereto hereby nominate the following individuals, or their successors, to be their respective authorized representatives, acting in their specific capacities, to execute any such administrative amendments to this Agreement on their behalf : For the City: The Mayor For FDR: The President of FDR Redevelopment Agreement 0216713.07: Revised May 12, 1997 22 For University: The President of the University For Future Trust : The Chairman of Future Trust For RecCo : The Chairman of RecCo For County: Chair of the County Board For NRD: General Manager The parties hereto recognize that any such amendments to this Agreement negotiated and executed by the parties' respective representatives, other than those defined in §18-2117 of the Community Development Law, shall be considered and treated as administrative in nature and not as a legislative amendment to this Agreement or the Ak-Sar-Ben Business & Education Campus Redevelopment Plan. However, amendments of the following types shall be referred to the City Council for approval : . 1 Those that materially alter or reduce existing public rights-of-way or similar areas or structures otherwise available for public use or access; . 2 Those that require the expenditure of $75, 000 or more of City funds above the levels contained in this Agreement; and . 3 Those that increase City loans, bonded indebtedness, deferred payments of any type, or other financial obligations above the levels contained in this Agreement . 7 . 10 Delegation of FDR' s Duties . FDR shall have the right to delegate some or all of FDR' s duties hereunder to anyone FDR believes to be creditworthy, qualified, and capable of performing the duties delegated to it . FDR shall give the City reasonable prior notice and information concerning the identity, creditworthiness, and qualifications of any party to whom FDR delegates any of its duties hereunder. FDR shall also provide the City with a true and complete copy of documentation evidencing such a delegation of duties promptly after it has been executed by the parties hereto. 7 . 11 Remedies . The parties understand and agree that with respect to the various obligations of the parties hereunder, time is of the essence, and in the event that any party hereto shall fail or refuse to carry out any of its obligations under this Agreement or otherwise violate the terms of this Agreement, the remaining parties hereto would have no adequate remedy at law. Therefore, the parties hereto shall be entitled to enforce the obligations of any defaulting party under this Agreement pursuant Redevelopment Agreement 0216713.07: Revised May 12, 1997 23 to all available equitable remedies, including, but not limited to, specific performance, injunction, and mandamus . 7 . 12 Survival . All of the obligations, warranties, and indemnities of the parties to this Agreement shall survive all conveyances of real estate required pursuant to this Agreement . 7 . 13 No Reliance on Others. Except for any specific representations and warranties set forth in this Agreement, each party hereto agrees that it is relying on its own opinions, estimates, studies, and information with regard to such party' s respective obligations under this Agreement and no party hereto or its agents or contractors shall be responsible or liable for estimates or opinions of costs given to other parties in connection herewith. 7 . 14 Legal Opinions . Each party to this Agreement shall deliver to the other parties to this Agreement the legal opinion of its respective counsel, in form and substance reasonably satisfactory to the other parties hereto, which opinions shall be to the following effect as indicated for that respective party: . 1 In the case of the City: . 1 That it is duly created and validly existing body corporate and politic and a city of the metropolitan class of the State of Nebraska; . 2 That the execution, delivery, and performance of this Agreement by it has been duly authorized and approved by all necessary governmental action required to be obtained or taken by it and that this Agreement and any agreements, documents, or commitments executed or delivered pursuant hereto are the legal, valid, and binding obligations of it, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and principles of equity; . 3 That the approval, execution, delivery, and performance by it of this Agreement and any agreements, documents, or commitments executed or delivered pursuant hereto do not and will not violate or breach (i) any other oral or written agreement to which it is bound, (ii) the City ordinances, the City Charter, the Nebraska statutes governing the rights and authority of cities of the metropolitan class or the Constitution of the State Redevelopment Agreement 0216713.07: Revised May 12, 1997 24 of Nebraska, or (iii) to the best of counsel' s knowledge any other laws, statutes, rules, regulations, judgments, or orders applicable to it; and .4 That the Redevelopment areas described in the Redevelopment Plan and identified in this Agreement are or will be properly zoned for the uses and purposes set forth in this Agreement and that there are no design or construction requirements, other than those set forth specifically in this Agreement, applicable under the proposed zoning thereof that are not applicable generally to development of other areas of the City with the same zoning classifications . . 2 In the case of FDR, Future Trust and RecCo: . 1 That it is duly organized, validly existing, and in good standing under applicable laws; . 2 That the execution, delivery, and performance of this Agreement by it has been duly and validly authorized and approved by all necessary corporate or company action required to be obtained or taken by it and that this Agreement and any agreements, documents, or commitments executed or delivered pursuant hereto are the, legal, valid, and binding obligation of it, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting the enforcement of creditors' rights generally and principles of equity; and . 3 That the approval, execution, delivery, and performance by it of this Agreement, and any agreements, documents, or commitments executed or delivered pursuant hereto do not and will not violate or breach (i) any other oral or written agreement to which it is bound, (ii) its organizational documents (Articles or Certificate of Incorporation, Bylaws, Certificate of Organization, or Operating Agreement, as the case may be) , or (iii) to the best of counsel' s knowledge, any other ordinances, laws, statutes, rules, regulations, judgments, or orders applicable to it . . 3 In the case of the County and the University: Redevelopment Agreement 0216713.07: Revised May 12, 1997 25 . 1 That it is duly created and validly existing body corporate and politic under the laws of the State of Nebraska; . 2 That the execution, delivery, and performance of this Agreement by it has been duly authorized and approved by all necessary governmental action required to be obtained or taken by it and that this Agreement and any agreements, documents, or commitments executed or delivered pursuant hereto are the legal, valid, and binding obligations of it, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and principles of equity; . 3 That the approval, execution, delivery, and performance by it of this Agreement and any agreements, documents, or commitments executed or delivered pursuant hereto do not and will not violate or breach (i) any other oral or written agreement to which it is bound, (ii) the Nebraska statutes governing the rights and authority of such body or the Constitution of the State of Nebraska, or (iii) to the best of counsel' s knowledge any other laws, statutes, rules, regulations, judgments, or orders applicable to it; and .4 Such opinions shall be delivered by and to the respective parties hereto on or before the date in which title to the Project Property is acquired by the City pursuant to Paragraph 1 . 1 above. 7 . 15 Planning Department Letter. The Planning Department of the City will deliver to Future Trust a letter stating, in substance and form reasonably satisfactory to Future Trust, that the mixed use zoning regulations attached to this Agreement as Exhibit "L" will permit Future Trust to conduct on the Future Trust Property all lawful activities that were conducted thereon as of the date of execution of this Agreement . 7 . 16 Assignment . FDR may assign and transfer any of its rights or duties hereunder to any affiliated corporation without the consent of any party hereto. Other than as provided at Section 3 . 6, such assignment shall not relieve FDR of its obligations hereunder. As used herein, the term "affiliated corporation" means any corporation that owns or is owned by FDR, or any corporation that is owned by the same corporation as owns FDR. As used herein, the term "owns" or "owned" means ownership of more than fifty Redevelopment Agreement 0216713.07: Revised May 12, 1997 26 percent (500) of the issued and outstanding voting common stock of any such corporation. Future Trust may assign or transfer any of its rights or duties hereunder to any corporation that is owned by Future Trust or is controlled by the Future Trust Board. No other assignment by any party of this Agreement or any of the rights or obligations hereunder shall be permitted without the prior written consent of the other parties hereto. 7 . 17 Delays . FDR and University shall not be liable to any party hereto for actual, direct, indirect or consequential damages suffered or incurred as the result of delays in completion of the improvements to be constructed by each of them proximately caused by External Causes (as defined below) . In addition, to the extent any party hereto is prevented or delayed in timely performing its obligations hereunder due to External Causes, its performance shall be excused for so long as any such External Causes stand as an impediment to such performance and the amount of time for such party to fulfill its obligations under this Agreement shall be extended for a like period of time . However, the party whose performance hereunder is thus impeded shall use reasonable efforts to eliminate or overcome such delays. If the Cityor FDR is delayed in the performance of its obligations hereunder due to External Causes, then the other party shall be entitled to an extension for a like period of time for performance of its obligations reasonably related to the obligations the performance of which is delayed by External Causes . As used herein, the term "External Causes" shall mean litigation or other legal proceedings, including administrative governmental actions or enforcement proceedings brought by someone else against any of the parties hereto or either or both of the Projects, or war, insurrection, natural disaster, unusual weather conditions, acts of God, strikes or other labor disturbances, or latent defects in the conditions of any of the Project Property. 7 . 18 Cooperation and Coordination. The parties hereto shall cooperate with each other and seek to coordinate their respective demolition, utility relocation, removal, and construction activities hereunder so as to minimize to the extent reasonably practical the costs of such work for both parties and to accommodate the construction by the University and FDR; provided that the foregoing shall not be construed to permit or require that FDR or the University consent to any delays or extensions of the times set forth herein for the City to commence or complete its obligations under this Agreement . 7 . 19 Severability. In the event any clause or provision in this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, or by other governmental authority with jurisdiction thereof, the remaining portion of this Agreement shall not be affected thereby. The parties hereto agree that, in lieu of such illegal, invalid or unenforceable clause or Redevelopment Agreement 0216713.07: Revised May 12, 1997 27 4 \; provision, a provision that is legal, valid and enforceable, with as substantially similar terms as possible, shall be inserted in place thereof . 7 . 20 Redevelopment Covenants . Concurrently with the execution of this Agreement, City, FDR and Future Trust are executing a "Declaration of Covenants and Restrictions for the Ak- Sar-Ben Business & Education Campus, Omaha, Douglas County, Nebraska, " (the "Declaration") which Declaration will be filed with the Register of Deeds of Douglas County, Nebraska, and which Declaration involves the Project Property and the Future Trust Property. 7 . 21 Waiver. The parties hereto agree that, notwithstanding any sale or lease of any portion of the Ak-Sar-Ben Property after the date hereof, the Redevelopment Plan may be modified or amended by the City without the Consent of any other party or any successor or assign of such party, unless such amendment will materially and adversely affect such party' s rights under this Agreement or otherwise, or unless such amendment involves property owned by such party. To the extent §18-2117, Nebraska Revised Statutes, as amended, may provide to the contrary, any rights under such statute are waived by the parties hereto. 7 . 22 Release, Wavier of Claims and Indemnity. FDR, Future Trust, County and RecCo acknowledge that City is acquiring and conveying the Ak-Sar-Ben Property for the purpose of facilitating the conveyance of such Property to FDR and Future Trust under the Redevelopment Laws solely pursuant to the Project Agreement and the Supplemental Agreement, and that all proceeds of the sale of the Project Property will be paid to the County and RecCo. As such, FDR, Future Trust, County and RecCo, and their respective successors and assigns hereby release City from any and all claims, causes of action, damage or liability of any nature arising from the condition of the Ak-Sar-Ben Property or any title defect in such Property other than any such condition or title defect caused or created by City. This release shall not in any manner release, in whole or in part, amend or modify the liability or obligations of any party under the Project Agreement or the Supplemental Agreement . To the extent permitted by law, County and RecCo, jointly and severally, agree to indemnify City, and its officers, employees and agents from any and all claims, causes of action, damages and liability of any nature arising from the City' s acquiring and conveying such Property, or the condition thereof, other than any such claims, causes of action, damages and liability arising from the act or omission of City Section 8 . NOTICES . Any notice, demand, consent, or approval required or permitted to be given by this Agreement shall be in writing and either sent by United States certified mail, postage prepaid, or hand delivered to the other party at the Redevelopment Agreement 0216713.07: Revised May 12, 1997 28 following address or at such other address as the party may specify by notice given in like manner. City: City of Omaha Omaha City Attorney Omaha/Douglas Civic Center 1819 Farnam Street Omaha, Nebraska 68182 FDR: Steven F. Stratman, Esq. First Data Resources, Inc . 10825 Farnam Drive C-43 Omaha, Nebraska 68154 With copy to : P. Scott Dye, Esq. Baird, Holm, McEachen, Pedersen Hamann & Strasheim 1500 Woodmen Tower Omaha, Nebraska 68102 Future Trust : Kenneth E. Stinson, Chairman Ak-Sar-Ben Future Trust 1000 Kiewit Plaza Omaha, Nebraska 68131 With copy to: Kermit A. Brashear, Esq. Brashear & Ginn 800 Farnam Plaza 1623 Farnam Street Omaha, Nebraska 68102 County: Douglas County County Attorney' s Office Omaha/Douglas Civic Center 1819 Farnam Street, #909 Omaha, Nebraska 68183 RecCo: Douglas County County Attorney' s Office Omaha/Douglas Civic Center 1819 Farnam Street, #909 Omaha, Nebraska 68183 NRD: Papio-Missouri River Natural Resources District 8901 South 154th Street Omaha, Nebraska 68138 Redevelopment Agreement 0216713.07: Revised May 12, 1997 29 Section 9 . TERMINATION AND DEFAULT. 9 . 1 Termination Prior to Acquisition of Property. The parties hereto acknowledge that the City will acquire the Ak-Sar- Ben Property from the County and from RecCo pursuant to the terms of the Project Agreement (as to the Project Property) and the Supplemental Agreement (as to the Future Trust Property and the Arboretum Property) . In the event, for any reason, the County and RecCo do not convey title to the Ak-Sar-Ben Property to the City as provided therein and as a result thereof, FDR has no further obligation to purchase the same, this Agreement shall be deemed terminated concurrently therewith. Effective upon such termination, the Redevelopment Plan shall be deemed terminated, and the approval of the LB830 Application by the City Council shall be deemed rescinded. In such event, the City shall be relieved of its obligation to pay for grading as provided in Section 3 . 2 hereof, but shall pay for all other expenses it has incurred with respect thereto, including all amounts due Lamp, Rynearson & Associates, Inc . under their contract referred to in Section 1 . 7 above. County and RecCo acknowledge that in the event of such termination, County and RecCo shall remain liable under Section 3 . 9 of the Project Agreement to reimburse FDR for demolition costs as provided therein, and each hereby reaffirm such reimbursement obligation. 9 . 2 Failure of FDR to Meet Certain Commitments After Acquisition of Property. If, after FDR acquires title to the Project Property from the City, FDR fails or refuses : (1) to construct the improvements referred to in Section 3 . 3 of this Agreement, or (2) to meet the minimum investment obligation referred to in Section 3 . 5 . 2, or (3) to meet the minimum employment obligation referred to in Section 3 . 5 . 3 (determined, however, for purposes of this Section 9 . 2 only, based upon the requirements of the Quality Jobs Act (Neb. Rev. Stat . §77-4901 et seq. , and FDR' s agreement thereunder) , the City may specially assess the FDR Property and the University Property for the cost of those Public Improvements referred to in Section 1 . 7 . 1 and 1 . 7 . 2 of this Agreement (reduced, however, by the cost of any such Public Improvements financed through the issuance of TIF Bonds) , provided, however, that only those Public Improvements referred to in those Sections which are ordinarily and customarily specially assessed by the City against abutting and benefited property in connection with street and sewer improvements shall be included in any assessment of the FDR and the University Property, and the amount assessed and the method of payment shall be determined in the same manner. Without limiting the generality of the foregoing, the cost of the Pacific Street improvements, any costs of construction of any intersection improvements, traffic signalization, and bridge construction shall not be included in any special assessments . Any such Special assessment shall be an obligation of the assessed property involved and not an obligation of FDR or the University. Other than as specifically set forth herein, the Public Redevelopment Agreement 0216713.07: Revised May 12, 1997 30 Improvements shall not be specially assessed as provided in Section 1 . 15 above. 9 . 3 Other Default . After acquisition of the Project Property by FDR, no default by any party hereto shall result in a termination of this Agreement . In the event of any default, other than a default referred to in Section 9 . 2 the remedies therefor shall be as provided in Section 7 . 11 above. Section 10 . EXHIBITS . The exhibits attached to this Agreement and referred to herein are part of this Agreement and are incorporated herein by reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth beneath their respective signatures, the latter of which shall be considered the date of this Agreement for reference purposes . CITY OF OMAHA Attest : By: Title : vc�/ � ofhe Omaha By: �,..�— Date : qifrifte/ ity Clerk - 70( Approved as to Fo By:y Assis n ity A orney Redevelopment Agreement 0216713.07: Revised May 12, 1997 31 ihair FIRST DATA RESOURCES INC. By: .1�/�" ` Title : Pr s dent Date : /�0 //�4o AK-SAR-BEN FUTURE TRUST By: Title : P sident Date : 40/2J//Q7 PAPIO-MISSOURI RIVER NATURAL RESOURCES DISTRICT By Title : G i►v c2 N1- 440I mace.. Date : 23i /99'7 DOUGLAS RECREATION CORP. By• Ti le Da DOUGLAS/COUNTY, NEBRASKA By: Ji Title : C jr, County B rd Attest : Date : ,97 B • County Clerk Redevelopment AgreeZt 0216713.07: Revised May 12, 1997 32 ACKNOWLEDGEMENTS City STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this "Y day of , 1997, by The Honorable Hal Daub, who is the Mayor of the C' ty of Omaha, Nebraska, on behalf of the City. GENERAL MWARIliate of Netimita Notary Public BRINKER HARDING E My Comm.Exp. 31,2000 fission expires : 3� L FDR STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was cknowledged before me this ff day of Jui,P_, , 1997, by hid() T(S/ , President of First Data Resources Inc, a Delaware corporation, on behalf of the corporation. 't4L/GENERAL NOTARY-State of Nebraska �'a_ DEANNA HAINL►N Nary �'Public .•« My Comm.Exp.Aug.20,1998 My Commission expires : a611.44.1- /9.9 Future Trust • STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The oregoing instrument was k wl before me this oa-* day of , 1997, by , President of a Nebraska non .rofit corporation,Ak-Sar- n Future Trust, p , on behalf f the corporation. f Alf // /" y , ..... '• �%,' No a y .1i NOTARY 111'' COMMISSION s,* EXPIRES Redeye .pmkt Agreement % 021671 4,,07 ,712 i22 '..6 J.97 33 , `lF o. N0305 L n - NRD STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was ackno ledged before me this 23��Q day of -7 . , 1997, by ` - e jam,,, O G-•-,„r,,,_g , the li�•c -J.- (he y of Papio-Missouri River Natural Resources District, on behalf of the District . ' GENERAL NOTARY-State of Nebraska I pMARTIN P.CLEVELAND Notar Pub ic 1,‘;) ':. My Comm.Exp.July 31,2000 y My Commission expires : v 3)( ` v ZOJ RecCo J STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this :7A day of , 1997, by 7',e, 4 /yao,Q,E , President of Douglas Rec ation Corp. , a Nebrask non-profit corporation, on behalf of the corporation. / 5/:.... , Notary P is AiNOTARY4t v41dINbtrts _ My Commission e ires : 417 4 *Coin.E p.Au4 SIO.tW County STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this 00 day of �'f�ic,�- , 1997, by Marl 4,n P50j'1 , who is the Chair of the Cotitin�y Board of Douglas Co u nty, Nebtaska, on behalf of the County. GENERAL NOTARY-State of Nebraska in- MARY E.GRIESER • • My Comm.Exp.Oct.30,1999 Not a P 1 i c ^ My Commission expires : Redevelopment Agreement 0216713.07: Revised May 12, 1997 34 el1 Exhibit "A" Pro-lect Property Lots One (1) through Eight (8) , inclusive, and Outlots One (1) and Two (2) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska. Exhibit "A-1" University Property Lots One (1) , Two (2) , and Three (3) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska. Cr , • Exhibit "A-2" FDR Property Lots Four (4) through Eight (8) , inclusive, Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska. Exhibit "Bt' • Future Trust Property and Arboretum Property Future Trust Property: Lots Nine (9) and Ten (10) , and Outlot Three (3) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska. Arboretum Property: All of that certain tract lying in Sections 25 and 36, Township 15 North, Range 12 East of the 6th Principal Meridian in the City of Omaha, County of Douglas, State of Nebraska, more particularly described as follows : Beginning at the southeast corner of the SW 1/4 of me SW 1/4 of Section 25: thence North 89 degrees 55 minutes 55 seconds West along the South line of the said SW 1/4 of the SW 1/4 of Section 25 which is also the northerly R.O.W. line of vacated Bancroft Street for a distance of 460.78 feet to a point; thence North 16 degrees 19 minutes 53 seconds East for a distance of 244.67 feet to a point of curvature that is 234.90 feet north and 98.22 feet east of the lost point: thence along the arc of o circular curve to the right for a distance of 225.18 feet. hoving a radius of 319.04 feet. a chord length of 220.54 feet and a bearing of North 36 degrees 33 minutes 06 seconds East to a point on the southerly R.O.W. line of West Center Rood; thence North 66 degrees 40 minutes 51 seconds East along the said southerly R.O.W. line of West Center Road which is not tangent to the lost described curve for o distance of 33.48 feet to a point; thence South 76 degrees 35 minutes 09 seconds East along the said southerly R.O.W. line of West Center Rood for o distance of 118.07 feet to a point; thence North 70 degrees 42 minutes 40 seconds East along the said southerly R.O.W. line of West Center Rood for a distance of 120.11 feet to a point on the East line of the said SW 1/4 of the SW 1/4 or the West'line of the SE 1/4 of the SW 1/4 of Section 25 which is 438.05 feet north of the said southeast corner of the SW 1/4 of the SW 1/4; thence North 70 degrees 42 minutes 51 seconds East along the sold southerly R.O.W. line of West Center Roac for a distance of 293.57 feet to a point:'thence North 61 degrees 03 minutes 51 seconds East along the said southerly R.O.W. line of West Center Road for o distcnce of 425.54 feet to a point of intersection with the southwesterly property line of the Chicago and Northwestern Railroad (C & NW RR): thence along the arc of a circular curve to the left for a distance of 497.41 feet. having a radius of 5739.05 feet. a chord length of 497.26 feet and bearingof South 30 degrees 29 minutes 53 seconds East on the said southwesterly 9 property line of the C & NW RR to a point of tangency: thence South 32 degrees 58 minutes 52 seconds East o,ong the said southwesterly property line of the C & NW RR for a distance of 370.96 feet to a point on the South line of the SE 1/4 of the SW 1/4 of Section 25 a' the North line of the NE 1/4 of the NW 1/4 of Section 36 and 218.76 feet west of the northeast corner of said NE 1/4 of the NW 1/4 of Section 36; thence continuing South 32 degrees 58 minutes 52 seconds East along the said southwesterly prooerty line of C & NW RR for a distance of 404.66 feet to a point on the East line of the said NE 1/4 of the NW 1/4 or the West line of the NW 1/4 of the NE 1/4 of Section 36 and 339.70 feet south of said northeast corner of the NE 1/4 of the NW 1/4 of Section 36; thence continuing South 32 degrees 58 minutes 52 seconds East along the said southwesterly property line of the C & NW RR for a cistonce of 528.74 feet to a point of intersection with the northwesterly property line of the Little Popillion Creek: thence South 25 degrees 09 minutes 49 seconds West along said northwesterly property line of the Little Papillion Creek for a distance of 146.67 feet to a point: thence South 2 degrees 05 minutes 45 secor.os East along the westerly property line of said Little Popillion Creek for a distance of 101.15 feet to a point; thence South 18 degrees 15 minutes 45 seconds East long the said westerly property line of the Little Papillion Creek for a distance of 107.58 feet to a point; thence South 45 degrees 16 minutes 42 seconds East along the southwesterly property line of said' Little Papillion Creek for a distcnce of 227.40 feet to a point on the westerly R.O.W. line of the Missouri Paci'ic Railroad (MO PAC RR); thence South 3 degrees 18 minutes 07 seconds West a ong said westerly MO PAC RR R.O.W. line for a distance of 40.39 to a point o^ the South line of the said NW 1/4 of the NE 1/4 of Section 36 which is 273.32 'eel west of the centerline of the said C & NW RR; thence South 89 degrees 59 minutes 07 seconds West along the said South line of the NW 1/4 of the NE 1/4 of Section 36 for o distance of 417.72 feel to the southwest corner of the said NW 1/4 of the NE 1/4 or the southeast corner of the NE 1/4 of the NW 1/4 of Sec:ion 36; thence North 89 degrees 54 minutes 59 seconds (continued) r\ ly� • Exhibit "B" (Continued) Arboretum Property 'Continued) : West along the South line of the said NE 1/4 of the NW 1/4 of Section 36 for o distonce of 629.61 feet to a point on the east R.O.W. line of 67th Avenue; thence North 0 degrees 00 minutes 03 seconds West along the said east R.O.W. line of 67th Avenue for a distance of 29.77 feet to a point; thence South 89 degrees 52 minutes 57 West along the nor;- R.O.W. line of Spring Street for a distance of 390.33 feet to a point; thence North 0 der.rees 25 minutes 55 seconds West for a distance of 329.15 feet to a point: thence (forth 89 degrees 55 minutes 23 seconds West for a distance of 299.72 feet to the Wt_st line of the said NE 1/4 of the NW 1/4 of Section 36 which is also the east R.O.W. line of 69th Street; thence North 0 degrees 16 minutes 48 seconds West along said West line of the NE 1/4 of the NW 1/4 of Section 36 and the east R.O.W. line of 69th Street for a distance of 959.25 feet to the Point of Beginning containing 2.496.579.3 Square feet (57.314 Acres) more or less. and Commencing at the southwest corner of the NW 1/4 of the NE 1/4 of Section 36. lownship North. Range East of :ne 6th Principal Meridian in the City of Omaha. County of Douglas. State of Nes•oska: thence North 89 degrees 59 minutes 07 seconds East along the South I'ne of the said NW 1/4 of the NE 1/4 of Section 36 for a distance of 570.52 feet. is •the Point of Beginning being on the easterly R.C.W. line of the Missouri Pae•':c Ruilruod; thence North 3 dcureet. 18 minutes 07 seconds Last along the sac easterly K.O.W. line of the Missouri Pacific Railroad for a distance of 157.26 feet to a point on the westerly property line of the Chicago and Northweste•^ Railroad; thence South 32 degrees 58 minutes 5; seconds Last along the said westerly property line of the Cnicago and Northwestern Railroad for a distsncc of 18/.17 feet to a point on the said South line of the NW 1/4 of the Ni.. •/4 of Section 36 being 59.60 feet went of the centerline of the Chicago and Northwestern Railroad traces; thence South 89 dearees 59 minutes 0/ seconce Went along said South line of the NW 1/4 of the NI. 1/4 of Section 36 for a dista^:e el 110.92 feet to the Point•of Beginning containing 8.706.8 Square I cc: Z0.70(1 Acres) more or less. Note, the two corners alone; the C B NW Railroad were not set a:: they are in the I ittic 1•'apilti0r1 Creel% Cr; is most 01 this piece of property. • • • G, I� • TaEr Offices DERYL F. NAMANN JERROLD L. STRASMEIM 1.. ^'ttc1ZP2T, "AR" L. SWIC.K GERALD P. LAUGHLIN ttjr ,) IIlrrc, t f. THOMAS O.ASHBY' JOHN S. 2EILINGER' R.J. STEVENSON' M. NAUN GARY W. RADIL PbPrSE n) ` c7 iTIFI2T TI trEiSE-lPLTTi STEvEN JILL R. ACKERMAN KENT O. LITTLEJOHN BARBARA E. PERSON' MICHAEL G. LESSMANN 1500 WOODMEN TOWER. LAWRENCE E. KRITENBRINK ALEX M. CLARKE• r rtCQ CAROL G. KNp EPFLER' CHARLES SCOTT DYE Q rrud u ,ebrasha 581II2-2II68 STEVEN 0. DAVIOSCN PAUL OYE _[ ) �' FRANK J. REIOA RICHARO J. PEDERSEN KELLY R. DAHL THOMAS E.JOHNSON - CYNTHIA A. RISMILLER' MICHAEL L. SULLIVAN TELEPHONE 402 344-0500 TIFFANY L. SEEVERS' DAVID M. PEOERSEN. JULIE A. KNUTSON' WILLIAM G. OITTRICK FACSIMILE 402 344-osee T. PARKER SCHENKEN' KIRK S. BLECHA. BRUCE R. GERHARDT' RONALO C.JENSEN. WRITER'S DIRECT DIAL NUMBER SCOTT P. MOORE' JOHN R. HOLOENRIED' KURT R. ERSKINE JOHN P. HEIL JON E. BLUM ENTHAI STEVEN C. TURNER JENNIFER L. GILD SHARON R. KRESHA (002)6364218 JONATHAN R. BREUNING , GARYN. CLATTERBUCK RETIRED RICH KENNETH B. HOLM DENNIS J.RICHARD E. PUTNAM ' OGLANO CLEMENT B. PEDERSEN TIMOTHY VFHAIGHT March 19, 1997 EDMUND D. MCEACH EN TERRENCE L. MICHAEL TRUDY S. BREOTHAUER '.15D•DHITTED IN IOw♦ Via Hand Delivery L Mrs. Mary Galligan Cornett City Clerk = — City of Omaha - Omaha/Douglas Civic Center r- — 1819 Farnam Street, Suite LC-1 -� = Omaha, Nebraska 68183 RE: Redevelopment Project Application Nebraska Redevelopment Act Dear Mrs. Cornett: Please consider this letter as the Project Application of our client, First Data Resources Inc., a Delaware corporation, and of the Companies that now are or hereafter become members of the same unitary group as defined in paragraph (a) below (collectively "FDR") under the Nebraska Redevelopment Act (§§ 58-501 et seq., Nebraska Revised Statutes). Pursuant to Section 58-505(3), FDR hereby submits the following information: (a) The exact name of the company and any related companies which will be included in the redevelopment project. In addition to First Data Resources Inc., one or more companies that are now or hereafter become members of the same unitary group as First Data Resources Inc. for purposes of Nebraska income taxation may also be involved in the redevelopment project. These companies include, but are not limited to the Companies described on the attached Exhibit "A", which is incorporated herein by this reference. As used herein, the term "FDR" shall mean First Data Resources Inc. and all such Companies that are now or hereafter become members of the same unitary group. EXHIBIT C Mrs. Mary Galligan Cornett March 19, 1997 Page 2 After the acquisition by FDR of the property in the redevelopment project area, and the conveyance of certain portions thereof to the University of Nebraska (the "University") and the Papio-Missouri River Natural Resources District (the "NRD"), these entities will also be included in the redevelopment project. The University intends to construct on this property the Omaha Institute of Information Service, Technology and Engineering. With the location of this facility adjacent to the FDR Buildings and cooperative education programs between FDR and the University, the University and FDR intend that a business and education campus be developed at the redevelopment project. (b) A statement describing in detail the nature of the company's business. including the products sold and respective markets. First Data Corporation, and the other Companies comprising the unitary group of Companies defined in Paragraph (a) of this letter, is a world leader in payment services. These companies process information and transactions, and offer back- • office support for credit and debit card issuers; merchant and consumer payment services; debt collecting and accounts receivable management; mutual fund processing; health claims administration; data imaging and information management; and telecommunications. (c) A legal description of the project area. The project area is legally described on the attached Exhibit "B" which is incorporated herein by this reference. (d) A detailed narrative that describes the proposed redevelopment project. including an allocation of the proposed expenditures for site acquisition. site preparation. and buildings and improvement construction, equipment. and other personal property purchases and leases. With the goal of creating an integrated collaborative campus environment between FDR and the University, FDR and the University will each construct sizeable facilities as a part of the redevelopment project. The redevelopment project includes the construction by FDR of two office buildings containing a total of approximately 300,000 square feet, with associated parking areas, walks and drives included within the project area. As a result of the redevelopment project, the University will initially construct one building consisting of approximately 190,000 square feet. In addition, FDR will purchase additional computer equipment and computer peripheral equipment for the Data Center which is also located in the Redevelopment Area, and proposes to construct a security fence at Mrs. Mary Galligan Cornett March 19, 1997 Page 3 that location. FDR is acquiring the project area property for $10,000,000.00. The present property owners have elected to have FDR perform the site preparation work in return for a credit of $2,500,000.00 against the purchase price. The proposed expenditures to be made by FDR in connection with the redevelopment project are as follows: Construction of Buildings and Improvements (Ak-Sar-Ben site) $30,000,000.00 Architect and Engineering Fees and Miscellaneous Site Work $ 5,000,000.00 Equipment and Other Personal Property (Ak-Sar-Ben site) $ 2,000,000.00 Equipment and Other personal property (Data Center) $21,500,000.00 Security Fence (Data Center) $ 2,000,000.00 PROPOSED TOTAL EXPENDITURES $60,500,000.00 (e) A request that the proposed redevelopment project be considered for approval by such city or joint entity. • • FDR hereby requests that the proposed redevelopment be considered for approval by the City of Omaha. • (0 A copy of the company's internal authorization for the redevelopment project. A copy of the internal authorization by First Data Corporation for the redevelopment project is attached hereto as Exhibit "C", which is incorporated herein by this reference. (g) The number of base-year employees and the expected number of new employees, including the expected timing of the hiring of the new employees, the anticipated timing and anticipated amounts of new investment in buildings, equipment. and other real property and personal property and the average salaries expected by category for the new employees to be employed at the redevelopment project. vI Mrs. Mary Galligan Cornett March 19, 1997 Page 4 Number of Base-Year Employees employed at the Redevelopment Project 1948 Expected Number of New Employees employed at the Redevelopment Project' 500 (all expected to be hired on or before 2001) Anticipated New Investment in: Buildings $37,000,000.00 Equipment $23,500,000.00 Other Real Property $10,000,000.00 Less credit for site preparation ($ 2,500,000.00) (all investment expected to be made on or before 2001) Average Expected Salaries for: Technical $45,000.00 Professional $34,000.00 Operational $6 to $9 per hour Thank you for your consideration of this Project Application. If we can be of any assistance, or provide you with any additional information related to the Project, please do not hesitate to call. Ve y yours, / G P. Sc Dye FOR THE FIRM On behalf of the Applicant 1 This figure does not include anticipated employment outside the Redevelopment Project Area. It is anticipated that total new employment in Nebraska inside and outside the Redevelopment Area will be approximately 2000 jobs by the end of the year 2001. Mrs. Mary Galligan Cornett March 19, 1997 Page 5 cc: The governing body of each of the public bodies to whom notice is to be sent under the provisions of Nebraska Revised Statutes §58-505(1) Omaha Public Power District Robert Peters, Assistant Director, Planing Department Ken Bunger, Deputy County Attorney 210517.03.218 F3181-1-6 • • Exhibit "A" - Companies See Attached Three Pages First Data Corporation & Subsidiaries Company Name Identification Number First Data Corporation 47-0731996 First Data Resources Inc. 47-0535472 Eastern States Bankcard Association 13-2617701 Service Center, Inc. 52-0889570 FDR Limited 98-0122367 FDR Ireland Limited 98-0122368 -- FDR Interactive Technologies Corp. 22-2915649 First Data Health Systems Corporation 56-0861394 First Data Investor Services Group, Inc. (formerly The Shareholder Services Group, Inc. ) 04-2871943 Integrated Payment Systems, Inc. 84-1128086 First Data Technologies, Inc. (formerly Integrated Systems Technologies Corp. ) 04-3125703 Cardshare Services, Inc. 47-0686310 ACB Business Services, Inc. (formerly ACM, Inc. ) 56-1521207 First Data Communications Corporation 22-2991933 Express Securities, Inc. 95-4274232 Integrated Marketing Services, Inc. 47-0742146 Eastern States MonetarySe Services 11-2408670 Applied Mailing Systems, Inc. 04-2920588 First Data Health Services Corporation 58-1518645 FDC Physician Services Corporation (formerly Gerber Alley Physician Systems, Inc. ) 33-0280925 First Data Health Systems International, Inc. 58-1890076 Personal Communications, Inc. 52-1826136 Transaction Management Services, Inc. 47-0767965 Atlantic States Bankcard Association, Inc. 47-0765184 Atlantic Bankcard Properties Corporation 56-0927587 Actuarial Computer Technology, Inc. 75-1701274 FDR Missouri Inc. 47-0772712 First Data Integrated Services, Inc. 47-0772477 Credit Systems Redevelopment Corporation 43-1054475 Business Office Services, Inc. 62-1571233 First Data Latin America Inc. (formerly Credit Performance Inc. ) 47-0789663 CESI Holdings, Inc. 11-3145051 Card Establishment Services, Inc. 11-3111249 First Data Tennessee Inc. 47-078966: Page 1 of 3 t1 Credit Performance Inc. 47-0789664 440 Financial Distributors, Inc. 04-3173564 440 Insurance Agency Inc. ' 06-1424151 440 Insurance Agency of Massachusetts, Inc. Applied For FDC Health Inc. 47-0794035 First Data Merchant Services, Inc. 11-3299762 FDR Signet Inc. Applied For CashTax Inc. Applied For Appalachian Computer Services, Inc. 58-1943701 Data Preparation, Inc. 63-.0706750 FFMC Mexico H.C. , Inc- 58-2007330 FIRST HEALTH Services Corporation 54-0849793 ' First Mental Health, Inc. 62-1321125 Midwest Benefits Corporation 38-1995013 VIPS, Inc. 52-1148364 Employee Benefit Plans, Inc. 04-2907655 EBP Health Plans, Inc: 23-1982655 PRIMExtra, Inc. 41-1783616 EBP Health Plans of Nevada, Inc. 88-0203611 FIRST HEALTH Strategies, Inc. 87-0443226 ALTA Reinsurance Company 86-0526963 _ _ FIRST HEALTH Realty, Inc. 87-0444322 v FIRST HEALTH Strategies (TPA) , Inc. 87-0459486 FIRST HEALTH Strategies of Utah, Inc. 87-0439459 • FIRST HEALTH Insurance Agency, Inc. 87-0441643 FIRST HEALTH Review, Inc. 87-0445331 FIRST HEALTH Strategies of New Mexico, Inc. 87-0439490 FIRST HEALTH Strategies of Ohio, Inc. 58-2009895 FIRST HEALTH Strategies of Pennsylvania, Inc. 25-1531888 FIRST HEALTH Strategies of Texas, Inc. 85-0347793 U.S. Administrators, Inc. 95-4205640 First Image Management Corporation 58-1922310 GENEX Services, Inc. 95-3327434 PRIMECOR, Inc. 23-2767951 International Banking Technologies, Inc. 58-1626046 MicroBilt Corporation 58-1546395 COIN Banking Systems, Inc. 58-1866646 MicroBilt Leasing, Inc. 58-1472960 Retail Interact, Inc. 94-2911129 Techpoint, Inc. • 38-2122459 . National Bancard Corporation S9-2126793 First Financial Bank 58-2032532 NaBANCO Georgia, Inc. 58-2167936 NaBANCO Merchant Services Corporation 11-2525452 Nationwide Credit, Inc. 58-1900192 Master Ventures, Inc. 58-1651493 OnLine Financial Communications Systems, Inc. 58-1930372 TeleCheck International, Inc. 58-2014182 Shared Global Systems, Inc. 76-0352456 TeleCheck Recovery Services, Inc. 58-2014180 TeleCheck Services, Inc. 58-2035074 TeleCheck Pittsburgh/West Virginia, Inc. • 25-1405316 TeleCheck Services of Puerto Rico, Inc. 58-2034328 Western Union Financial Services, Inc. 22-2593574 Page 2 of 3 - 1, 1 • American Rapid Corporation 22-3214460 Western Union Communications, Inc. 22-3268902 Western Union Financial Services Eastern Europe Limited 22-3125456 Western Union National Payments Network, Inc. 22-2981903 First Financial Management Corporation 58-1107864 FIRST HEALTH of Canada, Inc. ' Applied For EBP Life Insurance Company 73-1350270 IBT Canada Corporation Applied For GENEX Services of Canada, LTD. 23-2618034 GENEX Services of Canada, Inc. Applied For �iiSt 'Dc a Sc(uA o s . 76'05o86 -2 �4 a 3Ah In-Pere 5 cn Seri C e.5 7 -d/8 L99.5 • • • • • Page 3 of 3 Exhibit "B" -Project Area See Attached Six Pages b Y" AK-SAR-BEN SITE PROPERTY PARCEL I-A That part of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Beginning at the intersection of the south right of way line of Pacific Street with the west right of way line of 66th Street, said point falling 33.00 feet south of and 25.00 feet west of the northeast corner of the Northeast Quarter of the Northwest Quarter of Section 25; Thence South 00'07'28" East (assumed bearings)for 1261.75 feet along the said west right of way line of 66th Street to the north right of way line of Woolworth Avenue; Thence South 89'58'41" West for 400.02 feet along the said north line of Woolworth Avenue; Thence South 00'11'54" West for 25.01 feet to the south right of way line of Woolworth Avenue and the south line of the said Northeast Quarter of the Northwest Quaver of Section 25; Thence North 89'58'44" East for 400.11 feet along the said south right of way line of Woolworth Avenue; Thence North 89'53'40" East for 1312.28 feet along said south right of way line and the north line of the Southwest Quarter of the Northeast Quarter of Section 25 to the west right of way line of 63rd Street; Thence South 00'12'21"East for 1319.40 feet along said west right of way line of 63rd Street; Thence South 00'15'55"East for 59.90 feet along said west right of way line of 63rd Street; Thence North 45'05'43" West for 35.46 feet; Thence North 89'55'28" West for 370.38 feet; Thence North 00'00'15" West for 250.71 feet; Thence South 89'55'00" West for 2082.03 feet; Thence Northwest along the east line of the Little Papillion Creek for the next ten courses: 1) Thence North 19'57'38" West for 395.49 feet; 2) Thence North 20'12'30" West for 715.67 feet; 3) Thence North 17'18'40" West for 64.96 feet; 4) Thence North 14'44'05" West for 69.22 feet; 5) Thence North 15'15'00" West for 96.20 feet; 6) Thence North 10'14'52" West for 340.15 feet; 7) Thence North 08'05'25" West for 410.94 feet; 8) Thence North 12'55'22" West for 189.72 feet; 9) Thence North 23'03'40" West for 136.89 feet; 10) Thence North 27'07'22" West for 82.08 feet to the south right of way line of Pacific Street; Thence South 89'59'41"East for 1853.78 feet to the Point of Beginning. Contains 119.67 acres. PARCEL II-A That part of Northwest Quarter of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Beginning at the intersection of the north right of way line the former Chicago Northwestern Railway and the east right of way line of 72nd Street, said point falling 40.00 feet east of the west line of the Northwest Quarter of the Northwest Quarter of said Section 25 and 206.24 feet south of the north line of the said Northwest Quarter of the Northwest Quarter of said Section 25; Thence North 00'10'39" West (assumed bearings)for 81.95 feet along the east right of way line of 72nd Street, parallel with and 40.00 feet east of the west line of the said Northwest Quarter of the Northwest Page 1 of 3 Quarter of Section 25; Thence North 88'03'09" East for 10.24 feet; Thence North 00'18'01" West for 69.83 feet along the said east right of way line of 72nd Street; Thence along a curve to the right (having a radius of 50.00 feet and a long chord bearing North 63'25'41" East for 44.70 feet)for an arc length of 46.34 feet along the transition from the east right of way line of 72nd Street to the south right of way line of Pacific Street; Thence North 89'58'39" East for 421.86 feet along the said south right of way line of Pacific Street to the west line of the Little Papillion Creek; Thence southeast along the west line of the Little Papillion Creek for the next nine courses: 1) Thence South 40'00'36" East for 96.76 feet; 2) Thence South 29'0S'59" East for 144.23 feet; 3) Thence South 16'19'22" East for 192.73 feet; 4) Thence South 08'31'04" East for 410.52 feet; 5) Thence South 08'53'57" East for 338.87 feet; 6) Thence South 13'25'41" East for 95.62 feet; 7) Thence South 19'07'33" East for 70.95 feet; 8) Thence South 18'15'21"East for 64.82 feet; 9) Thence South 20'25'19" East for 519.47feet; Thence South 89'54'40" West for 88.22 feet to the east right of way line of the former Chicago Northwestern Railway; Thence along a curve to the left (having a radius of 5779.65 feet and a long chord bearing North 26'55'35" West for 789.43 feet)for an arc length of 790.05 feet along said east line; Thence North 30'51'16" West for 1116.28 feet to the Point of Beginning. Contains 13.14 acres; TOGETHER WITH all right, title and interest of County and RecCo, if any, in and to that certain "Former Chicago and Northwestern Railway" right of way located southwest of said Parcel and north of the extended southernmost boundary of Parcel HI-A (as described below). PARCEL III-A That part of West Half of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Beginning at a point falling 68.00 feet East of and 44.60 North of the southwest corner of the Northwest Quarter of the Northwest Quarter of said Section 25; Thence North 07'55'41" West (assumed bearings)for 13.28 feet along the east right of way line of 72nd Street; Thence along a curve to the left (having a radius of 60.00 feet and a long chord bearing North 19'08'28" West for 39.17 feet)for an arc length of 39.91 feet; Thence along a curve to the right (having a radius of 90.00 feet and a long chord bearing North 19'15'53" West for 58.90 feet)for an arc length of 60.01 feet; Thence North 03'31'18" West for 49.89 feet; Thence North 00'11'38" West for 100.00 feet; Thence North 89'58'11" East for 381.81 feet to the west right of way line of the former Chicago Northwestern Railway; Thence South 29'13'51" East for 223.90 feet along said west line; Thence along a curve to the right (having a radius of 5679.65 feet and a long chord bearing South 27'08'36"East for 732.86 feet)for an arc length of 733.37 feet along said west line; Thence North 89'22'33" West for 153.91 feet; Page 2 of 3 , Thence North 89'50'25" West for 633.94 feet to the east right of way line of 72nd Street; Thence North 00'10'39" West for 388.56 feet along said east line parallel with and 68.00 feet east of the west line of the Southwest Quarter of the Northwest Quarter of Section 25; Thence South 89'42'0S"East for 192.32 feet; Thence North 00'02'59" West for 200.06 feet; Thence North 89'47'1 5" West for 191.07 feet to the Point of Beginning. Contains 10.47 acres. Page 3 of 3 DATA CENTER PROPERTY Parcel 1 Part of Tax Lot 2, in the Northeast Quarter of the Northeast Quarter (NE 1/4 NE 1/4) of Section 26, Township 15 North, Range 12 East of the 6th P.M. in the City of Omaha, in Douglas County, Nebraska, more particularly described as follows: Beginning at the Southwest corner of said Tax Lot 2; thence North 89°50'20"East along the South line of Tax Lot 2,for 229.0 feet to the true point of beginning;thence North 00°01'14" West for 292.41 feet to a point on the South right-of-way line of Poppleton Avenue; thence North 89°54'30" East and along said South right-of-way line for 742.92 feet; thence due South along a line 232 feet west of and parallel with the West right-of-way line of 72nd Street for a distance of 292.50 feet; thence North 89°59'56" West along the South line of said Tax Lot 2 for 349.95 feet; thence South 89°50'20" West along the South line of said Tax Lot 2 for 392.87 feet to the true point of beginning; Together with the South half(S 1/2) of vacated Poppleton Avenue adjacent thereto on the North. (Note:In this description, the West right-of-way line of 72nd Street is assumed to lie in true North-South direction. Parcel 2 The West 500 feet of the East 700 feet of the North 656.8 feet of the Northeast Quarter (NE 1/4) of Section 26, Township 15 North, Range 12 East of the 6th P.M., in the City of Omaha, in Douglas County, Nebraska, except those parts thereof taken for public streets and/or highways, and except that part thereof more particularly described • as follows: Beginning at the Southeast corner of said parcel;thence North 150 feet; thence West 50 feet;thence South 150 feet; thence East along the South boundary of said parcel to the point of beginning. together with the North half(N 1/2) of vacated Poppleton Avenue adjacent thereto the South; and, together with non-exclusive easement rights as contained in instrument dated August 21, 1969, and recorded October 15, 1969, in Book 481 at Page 693, and dated November 13, 1990, and recorded November 14, 1990, in Book 944 at Page 457, both of the Miscellaneous Records of the Register of Deeds of Douglas County, Nebraska. Parcel 3 The West 485.25 feet of the East 553.25 feet of the North 255.2 feet of the North half of the Southeast Quarter of the Northeast Quarter (N 1/2 SE 1/4 NE 1/4) of Section 26, Township 15 North, Range 12 East of the 6th P.M., in the City of Omaha, in Douglas County, Nebraska. Parcel 4 The east 95.0 feet of Tax Lot 4, in the Northeast Quarter of the Northeast Quarter (NE 1/4 NE 1/4) of Section 26, Township 15 North, Range 12 East of the 6th P.M., in the City of Omaha, in Douglas County, Nebraska, except the South 25.00 feet thereof Page 1of2 • Parcel 5 Lot Two (2), in FDR Centre, an Addition to the City of Omaha, as surveyed, platted and recorded, in Douglas County, Nebraska. Parcel 6 Lot One (1), in Burstein's First, an Addition to the City of Omaha, as surveyed platted and recorded, Douglas County, Nebraska. Page 2 of 2 f • • 7302 PACIFIC SITE • • • • • • That part of the Southeast Quarter of the Southeast .Quarter of Section Twenty-'Three, Township Fifteen North , Range Twelve , East of the Sixth Principal Meridian in Douglas County, Nab as:<a, more particularly described as follows : • Starting at the point of intersection between the north _icht- of--way line. of Pacific Street and the west line of the South- east Quarter of the Southeast Quarter of Section 23 , Township 15 North, Range 12 East of the 6th Principal Meridian, thence N87°59 ' 56"E (assumed bearing) along said north right-of-way line of Pacific Street for a distance of 238 •feet to the point of' beginning; thence N01°42 ' 04 ":7 (assured bearing) for a distance • of 644. 74 feet thence S87 °35 ` 41"W for a distance of 27. 89 feet; • thence N01°54 ' 02"1 for a distance of 86. 42 feet; thence N87°45 ' 46"E for a distance of 28 . 19 feet; thence NO1°42 ' 0411 for a • distance of 112. 90 feat more or less to the south right-of-way _ line of the Little Papilliop. Creek; thence easterly along the . south right-of-way of the Little Papil?ion Creek for a distances • . -of 334.5 feet plus or minus to its intersection .with the west- . erly right-of-way Line of the Chicago' a Northwestern Railway Company; thence S30°50 '10".E (assumed bearing) along said Chicago & Northwestern Railway Cozaany westerly .right-of-way for a dis- tance of 1031. 68 feet, more or less, to its intersection with the north right-of-way. line of Pacific Street; thence west along the- north right-of-way line of Pacific Street 855 .95 • feet', more or less , to the point of beginning. • • • Page 1 of 2 • • • LEGAL DESCRIPTION That part of the Chicago and North Western Railway right-of-way lying South of the Little Papillion Creek Channel in the Southeast Quarter of the Southeast Quarter of Section 23, Township 15 North, Range 12 East of the 6th P.M. , Douglas County, Nebraska, described as follows: Commencing at the Southeast corner of the Southeast Quarter of said Section 23; Thence North 89'45'47" West (assumed bearings) for 107.98 feet along the South line of said Southeast Quarter; Thence North 0°14'13" East for 42.00 feet to the North right-of-way line of Pacific Street and the TRUE POINT OF BEGINNING; Thence South 88°04'20" West for 74.08 feet along said North right-of-way line; Thence North 30°35'43' West for 1051.42 feet parallel with and 15.0 feet Westerly of the centerline of the railroad right-of-way to the Southerly right-of-way line of the Little Papillion Creek Channel; Thence North 57°52'40" East for 30.78 feet along said Southerly right- of-way line; Thence along a curve to the right (having a radius of 88.83 feet and a long chord bearing North 70°47'41" East for 34.92 feet) for an arc distance of 35.15 feet along said Southerly right-of-way line; Thence South 30°35'34" East for 473.2I feet parallel with and 50.0 feet Easterly of the centerline of the railroad right-of-way; Thence North 0°11'25" East for 288.40 feet parallel with and 25.0 feet Westerly of the tangent centerline of spur #64 to the Southerly right-of-way line of the Little Papillion Creek Channel ; Thence South 59°46`45" East for 74.31 feet along said Southerly right-of-way line; Thence South 46°23'50" East for 18.17 feet along said Southerly right-of-way line; Thence South 0°26'49' West for 243.89 feet parallel with and 345.0 feet West of the East line of the Southeast Quarter of Section 23 to a point that is 558.7 feet North of the South line of said Southeast Quarter; Thence South 10°56'04" East for • 187.36 feet; Thence South 30°35'34" East for 387.68 feet parallel with and 50.0 feet Easterly of the centerline of the railroad right-of-way to the TRUE POINT OF BEGINNING. Contains 97,056 square feet. • Page 2 of 2 Exhibit "C" FDC Internal Authorization See Attached Two Pages ( • FIRST DATA CORPORATION • Certificate of Assistant Secretary The undersigned, plaids A Winomll, Assistant Seczetary of First Data Corporation (the 'Company"), a Delaware corporation, hereby certifies that attached hereto as Exhibit A is a titre and corral copy of tbo reacintions adopted by the Board of Directors of the Company on July 24, 1996. The undersigned further certifies that the resolutions are in full force and effect and hive nix been =tended, modified, revoked or rescinded_ IN WITNESS WHEREOF, 1 have executed this Certificate as of this lath day of November, 1996. • .• Patricia A_ Assistant Secretary • • Page 1 of 2 CARD cFIVT S [RQCLAKSARBEN PRIECT RESOLVED, that the Board deems it to be in the best interest of the Corporation to approve approximately S47,OOO,Q00 of eatpendicurrs for the purchase and development of the AkSarBen property,construction of facilities,purchase of equipment,donation of a portion of the property or cash in the amount of approximately S5,000,000 to the University of Nebraska to be used for the information Science Technology institute, artd related obligations all as discussed in the materials presented to the Board, which expenditures, donations and related obligations are hereby approved and authorized in all respects; FURTHER RESOLVED, that the Board deems it to be in the best interest of the. Corporation to authorize the Corporation or any of its subsidiaries (with a guarantee by the Corporation if required) to enter into one or more leasing facilities to finance all or any portion of the capital expendiaues approved in the preceding resolucon; FURTHER RESOLVED, that the Board deems it to be in the best interest of the Corporation to approve the execution and delivery of ail agreements, documents and instruments and amendments thereto (collectively,the"AkSarBen Documents")as are necessary to implement the foregoing resolutions and the transactions corimnaplated thereby; FURTHER RESOLVED, that the AkSarBen Documents, the participation by the Corporation and various subsidiaries of the Corporation in the transactions contemplated by the prior resolutions and the execution of AkSarBen Documents and the consummation of the transactions contemplated thereby. be and they are hereby ratified,approved and confirmed; FURTHER RESOLVED, that any of the Chief Executive Officer, the President, any Executive Vice President. Senior Vice President or Vice President of the Corporation, the Trea- surer,any Assistant Treasurer, the Secretary.any Assistant Secretary or the Controller of the Cor- poration(the"pesignated Otftcerz") be and each of them is hereby authorized, empowered and directed, for and on behalf of the Corporation, to execute and deliver the AkSarBen Documents and all documents and certificates contemplated thereby, with such amendments (including non- material modifications to the expenditures. donations and other obligations approved in the first resolution above)as may be approved by the oar or representative executing such amendments, Arch approval to be evidenced by the execution and delivery thereof;and FURTHER RESOLVED, that any of the Designated Officers be and each of them is hereby authorized, empowered and directed, in the name and on behalf of the Corporation, to axecum and deliver any and all other documents,and to do or cause to be done any and all acts as such Designated Officer may deem necessary or appropriate to effect the transactions contemplated by the AkSarBen Documents, all such acts,whether heretofore or hereafter performed, that are in conformity with the intent of these resolutions being hereby ratified,confirmed and approved. Page 1 of 2 i ^ ` w�f TIF Boundary LEGAL DESCRIPTION That part of the Northwest Quarter of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Commencing the noitheast corner of the said Northwest Quarter of Section 25; Thence South 89°59'51"West(assumed bearings)for 1730.47 feet along the north line of the said Northwest Quarter of Section 25; Thence South 00°00'09" East for 521.71 feet to the east line of the Little Papillion Creek and the TRUE POINT OF BEGINNING; Thence North 81°54'35" East for 184.69 feet; Thence South 45°00'00"East for 497.88 feet; Thence South 50°36'36"West for 46.39 feet; Thence South 00°05'20" East for 191.11 feet; Thence North 89°54'40" East for 512.00 feet; Thence South 00°05'20" East for 1355.33 feet; Thence South 89°55'00"West for 465.54 feet to the east line of the Little Papillion Creek; Thence North 19°57'38"West for 239.64 feet along said east line; Thence North 00°05'20"West for 336.63 feet; Thence South 89°54'40"West for 40.00 feet; Thence along a curve to the right(having a radius of 340.00 feet and a long chord bearing North 85°47'17"West for 50.99 feet)for an arc length of 51.04 feet; Thence North 81°29'14"West for 35.50 feet to the east line of the Little Papillion Creek; Thence Northwest along the east line of the Little Papillion Creek for the next six courses: 1) Thence North 20°12'30"West for 503.53 feet; 2) Thence North 17°18'40"East for 64.96 feet; 3) Thence North 14°44'05"West for 69.22 feet; 4) Thence North 15°15'00"West for 96.20 feet; 5) Thence North 10°14'52"West for 340.15 feet; 6) Thence North 08°05'25"West for 305.02 feet to the Point of Beginning. Contains 26.45 acres February 10, 1997 LAMP, RYNEARSON &ASSOCIATES, INC. 96096-1673 (Phase 1 area of FDR Property) EXHIBIT D LEGAL DESCRIPTION That part of West Half of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Beginning at the point of intersection of the east right of way line of 72nd Street with the east right of way line of the former Chicago Northwestern Railway; Thence South 30°51'16" East(assumed bearings) for 948.34 feet along said east right of way line to the TRUE POINT OF BEGINNING; Thence South 30°51'16" East for 167.95 feet along said east right of way line; Thence along a curve to the right(having a radius of 5779.65 feet and a long chord bearing South 26°55'35" East for 789.43 feet) for an arc length of 790.05 feet along said east right of way line; Thence North 89°46'14"West for 109.01 feet to the west right of way line of the said former Chicago and Northwestern Railway; Thence along a curve to the left(having a radius of 5679.65 feet and a long chord bearing North 27°08'36"West for 732.86 feet) for an arc length of 733.37 feet along said west right of way line; Thence North 29°13'51"West for 223.90 feet along said west right of way line; Thence North 89°58'11" East for 109.06 feet to the Point of Beginning. Contains 2.19 acres • February 25, 1997 LAMP, RYNEARSON &ASSOCIATES, INC. 96096-1673 (Pt of CNW abutting FDR Property) EXHIBIT El n,f LEGAL DESCRIPTION That part of West Half of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Commencing at the point of intersection of the north right of way line of Mercy Road with the west right of way line of the former Chicago Northwestern Railway; Thence North 22°18'28"West(assumed bearings) for 142.08 feet along said west right of way line to the TRUE POINT OF BEGINNING; Thence North 22°20'29"West for 1249.91 feet along said west right of way line; Thence North 22°16'45"West for 718.18 feet along said west right of way line; Thence along a curve to the left(having a radius of 5679.65 feet and a long chord bearing North 22°51'20"West for 116.69 feet) for an arc length of 116.69 feet along said west right of way line; Thence South 89°46'14" East for 109.01 feet to the east right of way line of the former Chicago and Northwestern Railway; Thence along a curve to the right(having a radius of 5779.65 feet and a long chord bearing South 22°38'19" East for 74.98 feet) for an arc length of 74.98 feet along said east right of way line; Thence South 22°20'11" East for 759.54 feet along said east right of way line; Thence South 22°18'28" East for 1208.48 feet along said east right of way line; Thence South 67°41'32"West for 100.00 feet to the Point of Beginning. Contains 4.75 acres. February 25, 1997 LAMP, RYNEARSON &ASSOCIATES, INC. 96096-1673 (Pt of CNW abutting Future Trust) EXHIBIT E2 LEGAL DESCRIPTION That part of West Half of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Beginning at the point of intersection of the north right of way line of Mercy Road with the west right of way line of the former Chicago Northwestern Railway; Thence North 22°18'28"West(assumed bearings) for 142.08 feet along the west line of the former Chicago and Northwestern Railway; Thence North 67°41'32" East for 100.00 feet to the east right of way of said Railway; Thence South 22°18'28" East for 183.06 feet along said east right of way of said Railway to the said north right of way line of Mercy Road; Thence South 89°58'39"West for 108.07 feet to the Point of Beginning. Contains 0.37 acres. 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EffiBIT "H" ENGINEERING AGREEMENT Ak-Sar-Ben Business and Education Campus THIS AGREEMENT, made and entered into this day of 1997, by and between the firm of Lamp, Rynearson &Associates, Inc., a corporation of the State of Nebraska, with offices at 14710 West Dodge Road, Suite 100, Omaha, Nebraska 68154-2029 and hereinafter referred to as the"Consultant,"and First Data Resources, Inc., hereinafter, referred to as "FDR." WITNESSETH: WHEREAS, FDR desires to engage the Consultant to render professional engineering services as hereinafter set forth for design and construction administration services for public improvements associated with the Ak-Sar-Ben Business and Education Campus. WHEREAS, the Consultant is willing to perform such engineering work in accordance with the terms hereinafter provided and does represent that he is in compliance with the Nebraska Statutes relating to the registration of Professional Engineers. NOW THEREFORE, in consideration of these facts, the parties hereto agree as follows: I. DEFINITIONS Wherever in this Agreement the following terms are used, or pronouns used in their stead, they shall have the meaning here given: The "EFFECTIVE DATE" of this Agreement shall mean the date mentioned in the first paragraph of this document. "CONSULTANT" OR "CONTRACTOR" shall mean Lamp, Rynearson &Associates, Inc., whose business and mailing address is 14710 West Dodge Road, Suite 100, Omaha, Nebraska 68154-2029. To "ABANDON" the work shall mean that a determination has been made by FDR that conditions or intentions as originally existed have changed and that the work as contemplated herein is to be renounced and deserted for as long in the future as can be foreseen. To "SUSPEND" the work shall mean that it has been determined by FDR that conditions or intentions as originally existed have changed and that the work as contemplated herein should be ceased on a temporary basis. This cessation or holding in this undetermined state will prevail until such time as a determination can be made to abandon the work or to reinstate under the conditions as defined in this Agreement. 17® To"TERMINATE" or the "TERMINATION" of this contract shall be the cessation or quitting of this contract based upon action or failure of action on the part of the Consultant as defined herein and as determined by FDR. II. GENERAL DESCRIPTION OF SCOPE AND CONTROL WORK The Consultant shall, upon receipt of the Notice to Proceed from FDR, perform all the services required under this Agreement for the project described above and as outlined in the attached Exhibit "A," Description of Project and Scope of Services, hereby made a part of this Agreement. III. TIME OF BEGINNING AND COMPLETION The Consultant shall begin work on the project upon receipt of written "Notice to Proceed" from FDR. The work on the project shall be completed within six hundred fifty (650) calendar days after receipt of the written Notice to Proceed. The time for completion,of the work shall be equitably adjusted for delays not the fault of Consultant. Delays grossly affecting the completion of the work within the time specified for completion attributable to or caused by the Consultant or FDR shall be considered as cause for termination of this Agreement by the other. It is hereby mutually agreed that FDR has continuing rights to work progress inspections and any and all additions, deletions, changes, elaborations or modifications of the services to be performed under the terms of this Agreement which may from time to time be determined by FDR as desirable or preferable, shall be controlling and governing. IV. ABANDONMENT, CHANGE OF PLAN, SUSPENSION AND TERMINATION FDR shall have the absolute right to abandon the project or to change the general scope of work as defined in Section II, at any time. Such action on its part shall in no event be deemed a breach of contract. The right is reserved by FDR to suspend this Agreement at any time or to terminate for just cause. Such suspension or termination may be effected by giving the consultant fifteen (15) days written notice. Should the project be suspended for thirty (30) days or more, Consultant's fee and time for completion shall be equitably increased. If FDR abandons the work or subtracts from the work as presently outlined, the Consultant shall be compensated for services completed at the time of termination. Additions to the scope of work as defined in Exhibit "A" will require negotiation of a supplemental Agreement or Agreements. For any work beyond the scope of services outlined by Exhibit "A," the consultant will be required to document the additional work, estimate the cost to complete said work and obtain written approval from FDR before such work begins. V. OWNERSHIP OF ENGINEERING DOCUMENTS All tracings, plans, maps, computations, sketches, charts and other data prepared or obtained under the terms of this Agreement shall be delivered to and shall become the property of FDR without restriction or limitation as to its further use. 2 VI. FEES AND PAYMENTS In consideration of the performance of the engineering design services described in this Agreement, the Consultant shall be paid on the basis of hourly charge rates plus reimbursable expenses incurred. A schedule of estimated hours, hourly charge rates and reimbursable expenses for design services outlined in Exhibit A are shown in Exhibit B-1. The Consultant agrees that the total charges for design services shall not be greater than the "Not-to-Exceed" amount of $475,122.80 without prior approval of FDR. In consideration of the performance of the construction administration services described in this Agreement, the Consultant shall be paid on the basis of hourly charge rates plus reimbursable expenses incurred. A schedule of estimated hours, hourly charge rates and reimbursable expenses for services outlined in Exhibit A are shown in Exhibit B-2. The Consultant agrees that the total charges for construction administration services shall not be greater than the "Not-to-Exceed" amounts of $209,713 for 1997 Improvements and $160,581 for 1998 Improvements without prior approval of FDR. The Consultant shall submit monthly invoices, which shall be based on incurred hourly rate charges and reimbursable expenses. The basis of billings shall be the hourly charge rates shown in Exhibit "C" for the individuals actually performing the tasks. This exhibit shall be updated on approximately April 1, 1998. The monthly payments shall be based upon the satisfactory prosecution of the work and shall be substantiated by monthly progress reports. The Consultant shall submit a final voucher for the project no later than 30 days after the close of the Consultant's fiscal year during which the project is completed. The acceptance by the Consultant of the final payment shall constitute and operate as a release of FDR for all claims and any liability to the Consultant, his representatives and assigns for any and all things done, furnished or relating to the services rendered by the Consultant under or in connection with this Agreement or any part thereof. The Consultant shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and study activities and shall make such materials available at his office at all reasonable times during the contract period and for three (3) years from the date of final payment under this Agreement, such records to be available for inspection by FDR and copies thereof shall be furnished by the Consultant, if required. The Consultant shall be responsible to determine when a change in the work scope necessitates an increase in the "Not-to-Exceed" amount. When the Consultant determines that an increase is in order, he will be required to estimate the additional costs necessary to complete the additional work, document the reasons for this increase and receive prior approval from FDR in writing before expenditures beyond the "Not-to-Exceed" amount are incurred. FDR shall not be obligated to reimburse the Consultant for costs which have not been approved in excess of the "Not-to-Exceed" amount. VII. FORBIDDING USE OF OUTSIDE AGENTS The Consultant warrants that he has not employed or retained any company or person, other than bona fide employees working for the Consultant, to solicit or secure this Agreement and that he has not paid or agreed to pay any company or person, other than a bona fide employee any fee, commission, percentage, brokerage fee, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, FDR 3 shall have the right to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. VIII. RESPONSIBILITY FOR CLAIMS AND LIABILITY The Consultant agrees to save harmless FDR from all claims and liability due to the negligent activities of himself, his agents or his employees. In this connection, the Consultant will carry insurance in the following kinds and amounts. 1. Comprehensive Auto Liability $100,000 P.L. $50,000 P.D. 2. Comprehensive General Liability $300,000 P.L. $50,000 P.D. • 3. Workmen's Compensation Statutory 4. Professional Liability $1,000,000 The insurance specified above shall be maintained until the Consultant's work has been completed and accepted by FDR. Proof of insurance coverage shall be furnished by the Consultant, if requested by FDR. IX. NON-RAIDING CLAUSE The Consultant shall not engage the services of any personnel or persons presently in the employ of FDR for work covered by this Agreement without the written consent of the employer of such persons. X. GENERAL COMPLIANCE WITH LAWS The Consultant hereby agrees to comply with all Federal, State and local laws and ordinances applicable to the work. XI. PROFESSIONAL REGISTRATION AND SUBCONTRACTS The Consultant hereby agrees to affix the seal of a registered professional engineer licensed to practice in the State of Nebraska on all reports and plans prepared hereunder. The Consultant agrees to provide these professional services using staff personnel with specialized skills, experience and professional qualifications. Any work subcontracted other than that specifically provided by this Agreement shall first have the written approval of FDR. XII. ARBITRATION Any disputes between FDR and the Consultant not disposed of by this Agreement between the parties may be settled by arbitration as provided by Section 25-2103 through 25-2120, Nebraska Reissue, Revised Statues of 1943. XIII. FAIR EMPLOYMENT PRACTICES ACT The Consultant agrees to abide by the provisions of the Nebraska Fair Employment Act of 1965, R.R.S. 1943, 48-1101 through 48-1125. _ 4 XIV. SUCCESSORS AND ASSIGNS This Agreement shall be binding on successors and assigns of either party. XV. SUBLETTING, ASSIGNMENT OR TRANSFER Subletting, assignment or transfer of all or part of the interest of the consultant is hereby prohibited unless prior written consent of the other parties is obtained therefor. Consultant acknowledges that FDR will assign all of its right and interest in this Agreement to the City of Omaha, Nebraska, and that the City will assume and agree to perform all of FDR's responsibilities under this Agreement, including the obligation to pay Consultant's fees hereunder. Consultant consents to the assignment and agrees that upon assignment of this Agreement to the City, FDR shall be deemed released from any and all duties, obligations and liabilities hereunder. XVI. NONDISCRIMINATION The Consultant shall not, in the performance of this Agreement, discriminate or permit discrimination against any person because of race, sex, age, or political or religious opinions or affiliations in violation of federal or state or local ordinances. XVII. SCHEDULE Exhibit"D" attached hereto is incorporated herein as the proposed project schedule. XVIII. CERTIFICATION OF CONSULTANT The attached certification, identified as Exhibit "E," shall be completed by the Chief Administrative Officer of the Consultant and is hereby made a part of this Agreement. XIX. UNEMPLOYMENT COMPENSATION FUND PAYMENTS Before final payment is made by FDR to the Consultant of the final three percent (3%) due hereunder, the Consultant shall furnish FDR a written clearance from the Commissioner of Labor of the State of Nebraska certifying that all payments due of contributions or interest which may have arisen under this contract have been paid by the Consultant, or its subcontractor to the Unemployment Compensation Fund of the State of Nebraska. XX. FDR SUPERVISION It is hereby mutually agreed that FDR shall have responsible supervision of all the services included herein, but no employee of the Consultant or any of its subcontractors or persons working under the Consultant's direction is or shall be deemed to be an employee of FDR. The Consultant shall at all times have or cause to have in force Workers Compensation insurance covering all its employees and those of any subcontractor and those of anyone under its direction and control. XXI. PAYMENT FOR SERVICES, MATERIAL AND EQUIPMENT The Consultant agrees to pay all persons, firms or corporations, having contracts directly with the Consultant or with subcontractors of Consultant, all just claims due them for the payment 5 ,01) of services, material and equipment furnished, and for the payment of material and equipment rental which is actually used or rented in the performance of this contract. XXII. ASSESSMENT FOR TAXATION Consultant shall comply with, and shall cause to be complied with Section 77-1323, Reissue Revised Statutes of Nebraska, 1943, as amended and shall furnish a certified statement to be attached to the contract that all equipment to be used on the project, except that acquired since the assessment date, has been assessed for taxation for the current year, giving the County where assessed. During the performance under this contract, additional such statements shall be furnished by the Consultant as may be required by such law or as may be required by FDR. XXIII. AMENDMENTS OR ADDITIONS No amendments or additions shall be made to this Agreement except in writing. Future Agreements between the parties must likewise be in writing. IN WITNESS WHEREOF, the parties hereto have caused presents to be executed by their proper officials thereunto duly authorized as to the dates below indicated. EXECUTED by the Consultant this day of , 1997. ATTEST: LAMP, RYNEARSON &ASSOCIATES, INC. BY President EXECUTED by FDR this day of , 1997. ATTEST: FIRST DATA RESOURCES, INC. BY • • (96096\text\engconst.adm] V v, 6 4/' EXHIBIT"A" DESCRIPTION OF PROJECT AND SCOPE OF SERVICES FOR AK-SAR-BEN BUSINESS & EDUCATION CAMPUS A. Description of Project This Agreement provides for engineering services required for design and construction administration services associated with the Ak-Sar-Ben Business & Education Campus. 1997 Improvements will include public sanitary sewers, public storm sewers, paving of public streets and sidewalks, and a new bridge over the Little Papillion Creek within Ak-Sar-Ben Business and Education Campus. 1998 Improvements will include widening of the existing Pacific Street bridge over the Little Papillion Creek and widening of Pacific Street from the Little Papillion Creek bridge to approximately 64th Street. A copy of the current master plan for the campus upon which the scope of services is based is attached. Design of public improvements will be in accordance with City of Omaha standards. B. Scope of Services The Scope of Services for the project is outlined on the following pages. 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H W tilt r .� .� 1- I ,�._ _ I ,-: , �; , ; I—I r 1 a S •!-I f 1 €PEE Hill j a i ag IPg 'III s 4 `i a 3 3: . - & ER E t I o 11.1 S€g S Q l (�V S $ s @ pg=o 9 2 s "s . c �--1 r iti 8 SS"' r g i i T ) T V I s a V ] 96096\DWC\9696PRE1 V I JI lamp, rynearson•& associates, inc. umber 96096-1672 surveyors ' 1 'oat. engineers planners 1-7-96 PRELIMINARY PLAT - t I 14747 ceatornle.frost omaba,nebraska 88154.1979 40249E•249E 1 r_ iArewn by FAX 402.49E•2730 I designer t PC EXHIBIT B-1 1997 & 1998 IMPROVEMENTS -DESIGN FEE SUMMARY EMPLOYEE CLASSIFICATION HOURS RATE TOTAL Principal 151 $120.00 $18,120.00 Senior Project Manager 706 105.00 74,130.00 Senior Project Engineer 1164 78.00 90,792.00 Bridge Engineer 751 81.00 60,831.00 Project Engineer 874 45.00 39,330.00 Land Surveyor 40 71.00 2,840.00 Engineering Technician 1902 40.00 76,080.00 Field Survey Coordinator 9 50.00 450.00 Survey Crew 108 110.00 11,880.00 Clerical 245 34.00 8,330.00 Sub-Total - Hourly Charge Rates $382,783.00 Direct Non-Salary Costs $33,987.20 Geotechnical Consultant-Terracon $11,895.00 Traffic Consultant- HDR $38,957.60 Landscape Arch. Consultant-Ciaccio-Dennell $7,500.00 TOTAL $475,122.80 02:16 PM 04/22/97 v (, EXHIBIT B-1 1997 & 1998 IMPROVEMENTS -DESIGN ESTIMATED REIMBURSABLE EXPENSES ITEM QUANTITY UNIT RATE TOTAL Copies 1300 EA $0.12 $156.00 Faxes 1 LS 200.00 200.00 Mileage 2000 MI 0.35 700.00 Specification Books 12 EA 45.00 540.00 Long Distance Telephone 1 LS 100.00 100.00 Bluelines(Approx. 10/sheet) 1400 EA 0.84 1,176.00 Plotted Sheets- Bond(Approx. 4/sheet) 560 EA 1.92 1,075.20 Plotted Sheets- Mylar 140 EA 6.00 840.00 1-1610 14 DAYS 100.00 1,400.00 Survey Supplies 1 LS 400.00 400.00 Postage& Delivery 1 LS 400.00 400.00 Computer 2700 HR 10.00 27,000.00 TOTAL $33,987.20 02:16 PM 04/22/97 Vr. EXHIBIT B-2 1997 IMPROVEMENTS -CONSTRUCTION ADMINISTRATION ESTIMATED REIMBURSABLE EXPENSES ITEM QUANTITY UNIT RATE TOTAL Copies 1500 EA $0.12 $180.00 Faxes 1 LS 100.00 100.00 Milage 8000 MI 0.35 2,800.00 Specification Books 15 EA 45.00 270.00 Long Distance Telephone 1 LS 50.00 50.00 Bluelines(Approx. 10/sheet) 750 EA 0.84 630.00 Plotted Sheets- Bond 75 EA 1.92 144.00 Plotted Sheets- Mylar 75 EA 6.00 450.00 TCM-1800 60 DAYS 100.00 6,000.00 Survey Supplies 1 LS 1,000.00 1,000.00 Postage & Delivery 1 LS 300.00 300.00 Computer 150 HR 10.00 1,500.00 TOTAL $13,424.00 02:17 PM 04/22/97 Z 1 �� EXHIBIT B-2 1998 IMPROVEMENTS -CONSTRUCTION ADMINISTRATION FEE SUMMARY EMPLOYEE CLASSIFICATION HOURS RATE TOTAL Principal 11 $126.00 $1,386.00 Senior Project Manager 28 110.00 3,080.00 Senior Construction Engineer 350 105.00 36,750.00 Senior Project Engineer 70 82.00 5,740.00 Bridge Engineer 41 85.00 3,485.00 Construction Engineer 68 48.00 3,264.00 Construction Observer 1124 50.00 56,200.00 Engineering Technician 36 42.00 . 1,512.00 Field Survey Coordinator 87 53.00 4,611.00 Survey Crew 275 115.00 31,625.00 Clerical 58 36.00 2,088.00 Sub-Total - Hourly Charge Rates $149,741.00 Direct Non-Salary Costs $10,840.00 TOTAL $160,581.00 02:17 PM 04/22/97 • EXHIBIT B-2 1998 IMPROVEMENTS -CONSTRUCTION ADMINISTRATION ESTIMATED REIMBURSABLE EXPENSES ITEM QUANTITY UNIT RATE TOTAL Copies 1500 EA $0.12 $180.00 Faxes 1 LS 100.00 100.00 Milage 6000 MI 0.35 2,100.00 Specification Books 15 EA 45.00 270.00 Long Distance Telephone 1 LS 50.00 50.00 Bluelines(Approx. 10/sheet) 650 EA 0.84 546.00 Plotted Sheets- Bond 75 EA 1.92 144.00 Plotted Sheets- Mylar 75 EA 6.00 450.00 TCM-1800 50 DAYS 100.00 5,000.00 Survey Supplies 1 LS 750.00 750.00 Postage & Delivery 1 LS 250.00 250.00 Computer 100 HR 10.00 1.000.00 TOTAL $10,840.00 02:17 PM 04/22/97 f Schedule 1 EXHIBIT C March 24,1997 Page 1 of 2 LAMP,RYNEAI2SON 8 ASSOCIATES,INC. HOURLY RATE SCHEDULE Classification: Hourly Rate 1. PRINCIPALS 1001 $ 95.00 1002 Ludewig,McMeekin 120.00 1003 Goos 142.00 1004 Kathol 147.00 2. ENGINEERS • 2001 Project Engineer I $40.00 2002 Project Engineer II 45.00 2003 Project Engineer III 48.00 2004 Project Engineer IV 55.00 2005 Senior Project Engineer I 59.00 2006 Senior Project Engineer II 66.00 2007 Senior Project Engineer III 69.00 2008 Project Manager 72.00 2009 Senior Project Engineer IV 78.00 2010 Senior Project Manager I 81.00 2011 Senior Project Manager II 86.00 2012 Senior Project Manager III 105.00 3. TECHNICIANS 3001 Engineering Technician I $27.00 3002 Engineering Technician II 35.00 3003 Engineering Technician III 37.00 • 3004 Engineering Technician IV 40.00 3005 Senior Engineering Technician I 48.00 3006 Senior Engineering Technician II 55.00 4. OFFICE 4001 Clerical I $23.00 4002 Clerical II 25.00 4003 Accounting Assistant 25.00 4004 Word Processor 34.00 • 4005 Computer Systems Manager 36.00 4006 Office Manager • 37.00 4007 Accountant 53.00 5. SURVEY 5001 Field Technician Apprentice $19.00 5002 Field Technician I 24.00 5003 Field Technician II 27.00 5004 Field Technician III 34.00 5005 Party Chief 43.00 5006 Land Surveyor I 47.00 5007 Land Surveyor II 53.00 5008 Land Surveyor III 59.00 5009 Senior Land Surveyor 71.00 5010 Survey Department Head 84.00 6. CONSTRUCTION OBSERVER 6001 Observer I $28.00 6002 Observer II 35.00 6003 Observer III 38.00 6004 Observer IV 42.00 6005 Observer V 47.00 7. CONSTRUCTION ENGINEERS 7001 Construction Engineer I $46.00 • 7002 Construction Engineer II 55.00 7003 Construction Engineer III 65.00 7004 Senior Construction Engineer 88.00 These charges include full compensation for payroll costs,general overhead,administration and anticipated profit on labor. Charges for items other than labor which are applicable to the project are listed on Schedule#2. Personnel usually perform duties related to their classification;however,in the interest of efficiency,personnel with diversified experience may perform several types of work;in all cases,charges will be made according to payroll r classification and not according to the type of work performed. Schedule#2 EXHIBIT C March 24, 1997 (Page 2 of 2) LAMP, RYNEARSON &ASSOCIATES, INC. MISCELLANEOUS CHARGES A. SUBSISTENCE: Subsistence for employees away from headquarters shall be chargeable in accordance with the per diem schedule published by the Corps of Engineers (Travel Bulletin No. 91-01). (A copy will be provided upon request.) B. TRANSPORTATION: Automobile transportation shall be charged for at the rate of thirty-five cents (350) per mile for travel in connection with work on the project. Costs to Lamp, Rynearson & Associates, Inc., for commercial travel shall be chargeable at the actual cost incurred by Lamp, Rynearson & Associates, Inc. C. MATERIALS: All materials other than normal office supplies which are used by Lamp, Rynearson &Associates, Inc., in connection with the rendering of services shall be chargeable at actual cost plus 15 percent to cover general overhead and administration. D. REPRODUCTIONS: All direct process reproduction work performed by Lamp, Rynearson & Associates, Inc., shall be charged at the locally accepted commercial rate for such work. All outside photographic and direct-process reproduction costs advanced by Lamp, Rynearson & Associates, Inc., in connection with the rendering of services shall be charged at actual cost plus 15 percent to cover general overhead and administration. E. SPECIAL EQUIPMENT: The following items of special equipment, when used by Lamp, Rynearson & Associates, Inc., shall be charged for at the following rates: Metrotech 810 Pipe Locator 25.00/Hr. 25.00 Min/Da Y Electronic Measuring Equipment 7.50/Hr. w/25.00 Min. - 50.00 Max/Day Leica TCM Total Station 25.00/Hr. 100.00 Max/Day GPS Equipment 62.00/Hr. H.P. Plotter 50/Plot 7.50 Min. Computer/CADD Time 10.00/Hr. 5.00 Min. Faxes .25/Page Plus Any Long Distance Charge All of the above rates are exclusive of operator. Specialty material exclusive of above Plotter Rates. F. FILING FEES AND OTHER COSTS ADVANCED: All filing or permit fees and other similar outside costs which are advanced or paid by Lamp, Rynearson &Associates, Inc., shall be chargeable at actual cost plus 15 percent to cover general overhead and administration. Periodically, this schedule may be revised and updated by Lamp, Rynearson &Associates, who reserves the right to substitute the new miscellaneous charges schedule upon 30 days notice. . j I ii i i 1• 1 I : ! I _:._ I 0 I- . . .L , , ; IL .. ; . , , . j • , , 1 HhI'I1; O , , , . : I . ._ .: ,.4 , • , , , , , . . . , . ,. , , , , 61 ii9 _ i . caZ Oro .- ' I I t I i ... a v F _ j > 0 a Z I : i 1 ll I 1 ! ; . 0 W I. 1 i I j 1 I" 1 I ; i I w wiw c, g 1 1 ; I ' i 1 i ' rn .0. 11 1 1 j N I 11 COO m 1 I I i I K F- � i I ' I . y m : a II• �I ! I ' f d E co n n n Co n n n n n CO n CO CO Is IsCOCo COCOCO CO t CIO rn CO rn CO 0/ rn CD0 m 0 e rn CO COe e m m CDe . . O) O O O) C7 O O V a, O cn O) e) /p es n LT.• ID n o o o ? n m 5n N. n CO N. el- P. N. n N. Is Is N. N. N. N. CO N. m N. Is Is N. CO CO m CO CO m CD, m a) o) rn rn m rn m rn rn a) rn CO CO CD 9▪ ' M � v n CO N. 0 g o a v )O 0 D e- ZZ .- Co 0 ro m m o o v ao CO m m C o , N. 0 _ 'a 0 0 0 . - _ m 0 3 . ?� �o 0 o y O ,� 3 n .. ?� Q > 3 �- a N co o {ru o ,_ ct ••o rn m CO m o p �. 2 2 2 0 CC 0 to ril Gl Z y 2 • N 'n ito M U' 0 K Z z z 5 W co a z CO ci 2 V' z 2 2 I- a z o a o .a = Z 0 5 coll. m z .6 O O > N J U y N 1 y ti a y y Lu ul J U W 0 W O W W 3 J C m K g O� — N a a a ± ± ± a a K — O� N m W co 2 m x 0 a m U - o Q m o m n N Ol Ol Ol 0 — CV 1•) ♦ Y) CO N. m Ol co .- IV r7 '7 v) CO Is CO CO 0 1- N G 0) ao EXHIBIT "E" CERTIFICATE The undersigned hereby certifies that he is the Secretary of Lamp, Rynearson &Associates, Inc., a Nebraska Corporation, and that, as such, has custody of the minute books of the Corporation. That by consent and agreement of the Board of Directors dated January 9, 1990, the following Resolution was unanimously adopted, to-wit: "RESOLVED that D. Gary Kathol, President, be and hereby is, authorized to execute or approve on behalf of the Corporation, contracts for engineering services and architectural services incidental to engineering services to be rendered by the Corporation, or releases of claim or lien in connection with such services, and all contracts or releases, so executed or approved shall be binding upon the Corporation." The undersigned further certifies that the foregoing Resolution has been spread in full upon the minutes books of the Corporation and is in full force and effect. DATED /f . i c !rc.l ✓ , 1996. (CORPORATE SEAL) Ottodewig, Sa,ctarit N\ Page 1 of 1 • 00°ate I g -- • ``• —1 tee._---1 ie. y R —II t yA1[1 a/ • 4 . dilli , t R ara til r. 1 ,' .. � Ni ,L-lYi-Eq OP7n it 1111 Ilit is ; � I ' �(! ; (1. 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Tn N��� ' ird 'i tthiY �,, 1;4 a9 Nn) 4 I- I ; '4S P,'t"x+•i y I:YSIr ig ' , r v j K ,F..lir�:u RR - '� Yrr r it o Ra lot ''r J,,I ' r ii.e"7, (` Q F i , I r •2 I ~� I .;'7 .e, ;',ls ,,,,1 ,tif l 4 t,., 3 rn W �•i • 0 Y ' -Y C �� 7721Y •4' i,` I -- i qk .1., r --- — 5o MAWI[M rASf IEMf TO Pori,RRIIC "7 O Nm - I - - - - - - - - k i = pi IP I i vs zo I m I, 9 d Lam^ i` k.6 l o `b j 8 , 4 Ft t 0 )I II IL Ii ! 5 _,Aw_ 5 5.kw // `V r O :z m ! ---z—l'--- a)!I ; o _ _I C. s---557tZE.r------- ----------= Wb 55I ° o zm 5 C :,.. O H 9 \OWG\9696EXG2 l 5 WM an lit.. lamp, rynearson & associates, ' 1960961673 CITY EASEMENTS ' a^olnaara eurveyoplanner* d t. 7 g.: 147q oJfornla street planner* 4-2-97 omaAa•nabraaka e6184•1679 402.498.240e 11 — drawn by TO BE VACATED FAX 402-400.2790 dRlpn•r • _..,. , . . _.,. j c, ! IL=.._.. i 'eV ----- . f! i .?!....... —._...- ... .._ ... ......_ 'War . \li _,______. . ................. ...-.0 ..-- .• .... . • •I . 1 1 ','i-i • I I 1 CO . -...-- I . 1 1 • on itownio / • . . . ..__. . 41 .• I onilimmiiiimo • i f Ni • 0111111111111111111111110 • l• ,7 •L -r-• • • - _.---,- 1 il ... l.V.... illillhk, _.--__-__.--- .•.1 ilk /*---:75-7;------- ., agi/11//fl orpigP"'- rpiallr ,i 1 t"- • 11001, 0'. ,'• •'' ••,.c, %. - Y .1(211:51:tLi;o1 0 d- -.Oil Vflip .0 .013° '•-• - - '•• % II 0 0 1 0.0- . . .... _....._... ._... . • --- , i 0 0 i n ' • _. .._ i.i _..........._. .. 11;1 i C) D 0 • D e • -•------ • • •. •.......• 0 0 0 i 0 DO -- -- ----J• 0 D 11 0 ...._.... 1 _ . • ra 111 C 0 0i 04 0 _I, •• o 0 ._ i;) 0 o a 0 j .., r• ...._ . . 0 0 i,!! 0 0 0 0 •. - 0 0 .- 1 II 0 0 G o P,14 ._....7 ......... . . ..__._...... k ..._._...___.. • le 111 • 0 • :. 1 u D c A.illit, ...-.Z.-1.1..-- -...ms: • er..4.--°:$0, --JE•iiilit(4;;* -:-..'-':..- - i 1'11 0 D ,0 , ....--„,, ---- .----- •'..".." -- I"!----`-\\...'‘• : i if III _ ..,.%%' ''.-. • (Fa • I IN) \ .1 I \,, ••• ft: , ••,- ...,-.. ___. .;-4,-----v------------;'" N, .ff. . ----. - - •-•- il; ."-----•------- -d•- .7:'- ....-- -.:-.1-1:-..:' i-- ---'-f." 4 17.::.• I u:; I 0 0 _II i 1 0 i f• . ' 0 • 14 i 0 I-- 1 I i I - 'II.- lin I a° i a 0 f I .,, I I . II il 0 o _11-1 rf.::_ir1 li Mil olo i n -11 III CEO Mal 1 - L--- ---••-•J L it i - . !I " 1 1 if MO , i • 1" 3111 11-1 (0 li -E111 l‘ 0 11) 111,1) ili,:•:. Ap.a'.•t...,---,,,L-7...:::. 6.....,- 1110 et- , --1 010100 , . m 1 iiiiii iro _413,0 1 / J , _____ 1 I • --.1 _...., I 111 II _ ___ __I, Ai r 'rift- il ii 1 1 ••._._ _____ _....... 1.4 • ,,,,,:,..,... . .. •.•,., 96096\DWG\9696PEX6 Job number :IJIIIL. lamp, rynearson & associates, inc. 1 96096-1678 del. PUBLIC IMPROVEMENTS \... engine«. ' surveyors planners 1 04-08-97 PHASING PLAN ••• .-27'71 t 14747 oallearnis shut omaha.nabraska 68184.1979 402.4ga•2498 i i t"-" drawn• FAX 402.4013•2730 I d.stalAnsr , . ‘. EXHIBIT "L" l FDR/UNIVERSTTY Mixed Use District Purpose. The FDR/UNNERSfTY Mixed Use (MU)District is intended to provide office locations serving community and city wide needs. The MU District allows for relatively intense office and civic development, toter with selected, complementary commercial uses integrated into such developments, Site development regulations are designed to ensure compatibility with adjacent or neighboring residential development. Site Plan Lots 1-S shall be generally developed in accordance with the Redevelopment Plan a/k/a sire plan, which is attached hereto as Exhibit 6 and by this zJencc incorporated herein. It is intended that this R edeveloom=t Plan be a general schematic of the development. The Redevelopment Plan may be modified provided that such modifications conform to these standards. Lots 9-10 are currently developed. The Distric regulators are based on existing uses and site improvements. Changes to Lots 9-10 will be subject to the approval process in Section 55-564, OMC. Permitted Uses. The following use types,as defined in Charmer 55, OMC, are permitted in the FDRIUNIVERSITY phases (Lots 1-8). (a) Residential Uses: Duplex Residential Two Family Residential Townhouse Residential Multiple Family Residential Group Residential (b) Civic Uses: • Administrative Services College and University Facilities Comautnity Recreation Cultural Services Day Care(Limited) Day Care(General) Guidance Services Hospital Services(Limited) Local Utility Services Park and Recreation Services Postal Facilities Primary Education Facilities Recreational Clubs Religious Assembly Safety Services Stwir diary Educational Facilities Social Club 1 (c) Office Uses: Financial Services General Offices Medical Offices • (d) Commercial Uses: Building Maintenance Services Business Support Services Business or Trade School Communication Services Consumer Convenience Services Consumer Repair Services Food Sales(Convenience) Food Sales(General) Food Sales(Limited) General Rerail Sales Hotel/Motel Indoor Rriterrainment Indoor Sports and Recreation Liquor Services Asso ciated octated with Permitted Uses Outdoor Sports and Recreation Personal Improvement Services Personal Services Research Services Restaurant(Limited) Restaurants(General) (e) Parking Uses: Parking Structure Surface Paticic (f) Miscellaneous Uses: Broadcasting Tower Wind Energy Conservation System • (g) Transportation Uses: Transportation Terminal (h) Industrial Uses: Custom Manufacturing Light Industry The following use types, as defined in Chapter 55, OMC,are permitted in the Future Trust(Lots 9-10). (a) Residential Uses: Group Residential (b) Civic Uses: Administrative Services Cemetery College and University Facilities Community Recreation Convalescent Services Cultural Services Day Care(Limited) Loral Utility Services Major Utility Services Park and Recreation Services Primary Education Facilities • Recreational Clubs Religious Assembly Safety Services Secondary Educational Facilities Social Club (c) Office Uses: Financial Office General Office (d) Commercial Uses: Campground - Indoor Sports and Recreation • Outdoor Entertainment Outdoor Sports and Recreation Public Assembly (e) Miscellaneous Uses: Broadcasting Tower The following use types as defined in Chapter 55, OMC,are permitted within the Little Papilice Creek(Outlats 1,2,and 3) (a) Civic Uses; Park and Recreation Services The Future Trust (Arboretum) property will be zoned DR-Development Reserve, with a special use permit to allow a golf course. Any changes in use or improvements on this property will be subject to compliance with Chapter 55,OMC. Site Development Regulations. Each lot is the FDR IJNO Mixed Use District shall be subject to the following site development regulations: v 1' Regulator Requirement Lot Area - 5,000 sq.ft.minim= Lot Width 50 ft.minimum Floor Area Ratio 1.5 maximum Front Yard 25 ft.minimum • Street Side Yard 15 ft.minimum Interior Side Yard none Rear Yard none Height 120 ft.maximum;45 ft.maximum where bt,ilRin$is within 100 ft. of any lot zoned R5 or below Building Coverage 60 percent maximum Impervious Coverage 80 percent maximum Parking and Loading Parking for the project shall be in accordance to the Parking Plan, Exhibit_, attached hereto and made a part hereof. The parking shall meet the minimum requirements of the provisions of the Omaha City Code, Chapter 55, Article 14, Off-Street Parking and loading. Floor Area Bonus for Parking Structures. This section is intended to encourage the project to incorporate some or all of their off-street parking within the exterior walls of the project or in parking structures adjacent to and connected with the project. (a) Eligible Methods for Providing Off-Street Parking Off-street parking may be incorporated into a project as follows to qualify for the floor area bonus: (1) Inclusion of one or more off-street parking levels within the exterior walls of one or more primary structures of the project. • (2) Construction of a paaidng structure on-the same or an adjacent site to the project or, if not adjacent, connected to the project by a specifically designated pedestrian path. (b) Floor Area Bonus .By providing all or part of its off-street parking requirement in accordance with Section 55-734, OMC,any lot shall receive an increase in its permitted floor area ratio, as set forth as follows: FLOOR AREA BONUS FOR PARKING STRUCTURES Percentage of required off-street parking Bonus as a percemage increase in permitted provided within project or in an eligible Floor Area Ratio • parking structure 10-30% 20% 31-50% 40% 50-75% 80% . 76-100% 100% __,%/..„....„.-....-_--•_-=-- ----- 0., -% -•'-'4.;I"Lt....i.... „,...0...----- :,--'' ..;,:.'••11.'1;i i 1. \---• .2_7`..'711 -;••:_-___.-.-- • , , ____.-,.. ... , ..-,t,. .:-..:,-,--,...:?--,-,;„..•-•,:'•,,,nt.,4SINBEi:• )14) .- -sw= I __.•...---/,‘,- --------a----"1 w----------,',1--:------/....- •-•:-.=otriA 1=.1040=61' naittim 111‘.1 -- 7,-.._----:-_-_____ -,-,, 'ir-ii_-/_ --,--_,...„----%_,•:•-%-,-- iFig•-:14.-..1#4.E4141,2A.44-74;..-r NW-7 000,00 • ,- •2 .>;.--0-_,-- '---- -. --"I-_,-..erf::-4,1gmiilearge-Ake '4 , — - "". -- - --6---.k,------,=-'- ---t------,-Agge•:-..g.'%aA,0,-,-•.,.! ,-..: Ailk,. , ,a4,-.42111', ----- ----- ------ . -,,,Z., -.7:4%qtarzwilvgiroe-4-0-: .-,-,----ki,:.•,--.1:".-A;- --_ --- .....,----,--...-----‹ • -,,•• ,...-...1,...,„„. -...•'-'04l. -'3- ', 7Al2' 1-.....2!MIML“: "=3•-,- _,......------- .. t:e..r.Y-glt.i;.:.efn o- =r_4Ni•r04m--.*.m"''Aw,'ll'g"''tti'agA-','',,7l.a,.Ii P-A,•;x-i i i.._S..o'tis"i',rr enr,s-*:V.v,e.,-3f,0rt,,A.,--v"Ma.u.'vI'.:13i"••b••,ky"t,t--OenLoPr Il- 1 5 '."Ai1ll"V...f...t N.r-CCX I.i..ci.,.."II.L"n*:7-4o2•.mk7.%5,''.111I!,.1..NW)tN...3I." .r1*13‘I::.,1 .,- - ...,, ?,41;.;_.--",.. ..-_-___:,-_;,_,i•-,,,.i.-..:;:::::Z.ii.s.1,A,17,4 1..9,D,.6 k‘: - 4''''-4-W1 '. 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Unit Item Description Quantity Unit Price Total 1 Common Earth Excavation 42,000 CY $1.40 $58,800.00 2 Haul-In Fill 104,000 CY 5.10 530,400.00 3 Remove Unsuitable Material 3,000 CY 8.00 24,000.00 4 Place Surcharge - Pine St. Bridge 4,900 CY 1.40 6,860.00 Abutment 5 Remove Surcharge - Pine St. 4,900 CY 1.40 6,860.00 Bridge.Abutment SUB-TOTAL $626,920.00 ESTIMATED ENGINEERING & TESTING COSTS 53,700.00 (30% of Total Engineering & Testing Costs) GRADING CONTRACTOR BOND COSTS 4,650.00 TOTAL $685,270.00 • 04/29/97 .__.�_ C_, . • . - . . . . . . . . . • . • , . EXHIBIT "0" • .. . • - s • II . , . . , • _ - ,. • . [ • • • . ' ' 1 i FDR I UNIVERSITY DEVELOPMENT DRAFT . ,______, j :10417.51164": P•cliStr: V!i .'' ''' .::1i-iil.,':.' ''It'lle 'ITIIMPAI : ,.'1,4.:-T"''"*,:',K,i..0,-*,„,g4r4 Oaa-V *.INA**.-.44,W0 D,:". ,„;::i;.. 1,4i:i:L:* ditiooN,:.: \.11.8a'$.6,•"W.:::1,1101111;'-'' 4Ik- • l'!.'.•••N. ‘ :1.yg.,s,.''.., -.. ;>.•.'''.-,,,:.:f-';P„,„*Ar-4,3;*-4 , ".11.0,101. zg4... ,. 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CE i .7(4.4iiiik•;?., -----i • t \ \A. \ \ \ \'.... i E-----T-- : . k . v,..., ac,,,,,, T • . •. \ _.. c, _ Callan= i • i I ' 1—I I \.‘i• '2 12 ' ‘ v., I . . . .1,..-..1 ._........- ) \ . •.. , ____....]• . •. .\\\ \ VkIt•' •=.';0„:,-:,•';.:;•,.. \.01V 7\\\\ 11:3 001 rI AC F1AM Tr = • IIIi I1II1 I ' ....---) . .---- ----I '-1 r e--)( — . t-- • \ . • • • . • . . • . . • • . . . . . . . . . .)\., •• . • • . • . • , , . . • 1,,.„, .N,L) , . .. , . ,. . . • • S.ti too t '• • C O 0. PERMANENT EASEMENT DONATION (CORPORATION) • City of Omaha,Nebraska FOR OFFICE USE ONLY Public Works apartment Project: .PwtNama. Design D vision City Prot.No.: .ProjNo. R-O•W Section Tract No.: .Trail. Address: .Address. Omaha.Nebraska 681 IWOW ALL MEN BY THESE PRESENTS: • THAT«Owner»,hereinafter referred to as GRANTOR,(whether one or more)for and in consideration of the sum One and 00/100 dollars($1.00)and for the sole consideration of the City of Omaha constructing«ProjName»on the property described below;does hereby donate,grant and convey unto the City of Omaha,Nebraska,a Municipal Corporation,hereinafter referred to as CITY,and to its successors and assigns,a permanent easement for the right to construct, maintain and(operate a sewer(either for storm or sanitary purposes), drainage structure, and/or drainage way,and appurtenances thereto,in,through,and under the parcel of land described as follows,to-wit: • • SEE ATTACHED EXHIBIT"A" TO HAVE AND TO HOLD unto said CITY,its successors and assighs,together with the right of ingress and • egress from said premises for the purpose of constructing, inspecting, maintaining, operating, repairing or replacing said sewer, drainage structure, and/or drainage way at the will of the CITY. The GRANTOR may, following construction of said sewer,drainage structure,and/or drainage way continue to use the surface of the easement strip conveyed hereby for other purposes,subject to the right of the CITY to use the same for the purposes herein expressed. • It is further agreed as follows: I) That no buildings,improvements,or other structures,nomcaR»yngxadiregtcfidfxxxfrolksaateziailnnr»axnlmctkieteats»tat®aklc shall be placed in, on, over, or across said easement strip by CANTOR, his or their successors and assigns without express approval of the CITY. Improvements which"may be approved by CITY include landscaping, road and/or street surfaces,parking area surfacing,and/or pavement. These improvements and any trees,grass or shrubbery placed on said easement shall be maintained by GRANTOR,his heirs,successors or assigns. 2) That CITY will replace or rebuild any and all damage to improvements caused by CITY exercising its rights of inspecting,maintaining or operating said sewer,except that damage to,or loss of trees and shrubbery will not be compensated for by CITY. 3) This permanent sewer easement is also for the benefit of any contractor, agent,employee, or representative of the CITY and any of said construction and work. 4) That CITY shall cause any trench made on said easement strip to be properly refilled and shall cause the premises to be left in a neat and orderly condition. 5) That said GRANTOR for himself or themselves and his or their heirs,executors and administrators does or do confirm with the said CITY and its assigns,that he or they, the GRANTOR is or are well seized in fee of the above described property and that he or they has or have the right to grant and convey this permanent sewer easement in the manner and form aforesaid, and that he or they will, and his or their heirs, executors, and administrators, shall warrant and defend this permanent easement to said CITY and its assigns against the lawful claims and demands of all persons.*This permanent sewer easement runs with the land. *arising by, through, or under the GRANTOR. 6) That said permanent sewer easement is granted upon the condition that the CITY may remove or cause to be removed all presently existing improvements thereon,including but not limited to,crops,vines,trees within the easement area as necessary for construction. E. fr tt X , P -Psejor y- • • ..;-.ru-v-h-..u<.,.u..c«..•:.in•s.>..<-�,.rr-✓.r.:sa-:f:t� }hwfiauaH4'fs..vcr...e<anc�tw:::��.s.::.m.-.xm.aw<r:e:,xm.,<:-.'in[Y.E.Ux--.¢)nrr✓..sis:�w.aiL�na'ru-'brf�rf.Y.v�+te .0,.�.s.K� �:areuE-,....✓ups.v�...:,..,..orv�-.�...,.:_1.�,= • PERMANENT SEWER EASEMENT • Page Two(2) • nOwnern Tract No.«Tract» 7) That this instrument contains the entire agreement of the parties;that there are no other or different agreements • or understandings, except a Temporary Construction Easement if and as applicable, between the GRANTOR and the CITY or its agents;and that the GRANTOR,in executing and delivering this instrument,has not relied upon Any promises, inducements,or representations of the CITY or its agents or employees, except as are set forth perein(if applicable): 8) The undersigned wish(es) to donate a permanent sewer easement to the City of Omaha, Douglas County, Nebraska,a Nebraska corporation,for public use. 9) The undersigned was informed of the right to have said land appraised and a written offer to purchase made for said permanent sewer easement right,and have by their voluntary act and deed waived these rights. • IN WITNESS WHEREOF,the said party of the first part has hereunto(caused its Corporate Seal to be affixed) (the said Corporation has no Corporate Seal)and these presents to be signed by its respective officers this clay of ,19 , • «Owners (Name or Corporation) (Federal I.D.No.) ' PRESIDENT or AUTHORIZED OFFICER: ATTEST: (Name and Title) (Name and Title) • • (Corporate Seal) • • CORPORATE ACKNOWLEDGMENT STATE OF NEBRASKA ) ) SS COUNTY OF DOUGLAS ) • On this day of 19 ,before me,a Notary Public in and for said County,personally came • (Name) ,of «Owner» (Title) (Name or Corporation) • a • Corporation,and, (Stale) (Name) of said Corporation,to me personally known to be the respective officers (Title) of said corporation and the identical persons whose names are affixed to the foregoing instrument, and acknowledged the execution thereof to be their respective voluntary act and deed as such officers and the voluntary act and deed of said Corporation, and the Corporate Seal of said Corporation to be thereto affixed by its authority. WITNESS my hand and Notarial Seal the day and year last above written. NO'I'AItY PUBLIC Notary Seal rr II TEMPORARY CONSTRUCTION EASEMENT (DONATION) CORPORATION City o1 Omaha,Nebraska FOR OFFICE USE ONLY Public Works DepartmentProj i Design Division City Prof.rot No.: i No.: R-O-W Section r Traci No: I. Address: ' 4 ' Omaha.Nebraska 661 KNOW ALL MEN BY THESE PRESENTS: THAT ,hereinafter referred to as GRANTOR, (whether one or more) for and in consideration of the sum of One and 00/100 dollars ($1.00) and for the sole consideration of the City of Omaha constructing a on the property described below; does hereby donate, grant and convey unto the CITY OF OMAHA, NEBRASKA, a Municipal Corporation, hereinafter referred to as CITY,and to its successors and assigns,an easement for the right to enter upon and use for working space for the construction of and appurtenances thereto, the parcel of land described as follows,to-wit: SEE ATTACHED EXHIBIT"A" • TEMPORARY EASEMENT LEGAL DESCRIPTION It is further agreed as follows: 1) That this easement runs with the land and terminates thirty(30)days after the improvement is completed,with the total duration of actual use of this temporary construction easement not to exceed year or calendar days from the date construction begins. 2) That said easement is granted upon the condition that the CITY will remove or cause to be removed all presently existing improvements thereon, including but not limited to crops,vines,gardens and lawns within the easement area as necessary for construction with the following exceptions:None. 3) That the CITY shall cause any trench made on said easement strip to be properly refilled and shall cause the area disturbed under this easement to be restored upon completion of construction This temporary easement is also for the benefit of any contractor,agent,employee,public utility company and representative of the City of Omaha in t any of said construction work. 4) That said GRANTOR for himself or themselves and his or their heirs, executors and administrators does or do confirm with the said CITY and its assigns, including public utility companies and their assigns,that he or they, the GRANTOR is.or are well seized in fee of the above described property and that he or they has or have the right to grant and convey this easement in the manner and form aforesaid,and that lie or they will,and his or their heirs, executors and administrators, shall warrant, or and defend this temporary easement to said CITY and its assigns including public utility companies and their passigns against the lawful claims and demands of all persons.* *arising by, through, or under the GRANTOR. 5) That this instrument contains the entire agreement of the parties;that there are no other or different agreements or understandings, except a Permanent Easement or Acquisition if and as applicable, between the GRANTOR and the CITY or its agents;and that the GRANTOR in executing and delivering this instrument,has not relied upon promises,inducements,or representations of the CITY or its agents or employees,except as are set forth herein. 6) The consideration recited includes damages for change of grade,if any,and any and all claims for damage arising from change of grade or grading are hereby waived. 7) The undersigned wish(es)to donate a temporary construction easement to the City of Omaha, Douglas County, Nebraska,a Nebraska corporation,for public use. 8) The undersigned was informed of the right to have said land appraised and a written offer to purchase made for said temporary construction easement right,and have by their voluntary act and deed waived these rights. it 11 II • TEMPORARY CONSTRUCTION EASEMENT Page 2 • II • IN WITNESS WHEREOF,the said party of the first part has hereunto(caused its Corporate Seal to be • affixed)(the said Corporation has no Corporate Seal)and these presents to be signed by its respective officers this day of , )9 (Federal I.D.No.) (Name of Corporation) (Name and Title) • ATTEST: (Corporate Seal) • (Name and Title) CORPORATE ACKNOWLEDGMENT STATE OF ) ) SS COUNTY OF ) On this day of , 19 ,before me,a Notary Public in and for said County,personally came (Name) ,of (Title) (Name of Corporation) a Corporation,and, (State) (Name) • of said Corporation,to me personally known to be the respective (Title) officers of said corporation and the identical persons whose names are affixed to the foregoing instrument, and acknowledged the execution thereof to be their respective voluntary act and deed as such officers and the voluntary act and deed of said Corporation,and the Corporate Seal of said Corporation to be thereto affixed by its authority. WITNESS my hand and Notarial.Seal the day and year last above written. • • • NOTARY PUBLIC My Commission expires rr r/ E X , P P 4 of Lf • b.<._..-.,_: .... ,.«>..a;aa,;.,.E.>,..s�,, ;e. am:.:�r>r .ev..nv:�.zama:vw ...., ..2h... >.:cc�tw.....cw,.::nw�s: ..s;�,erx r ,-•4 c.,...z�.,-.v�,rR.,.«w-.....,.......r..��:eva.:..o.....................,,,... EX-LIBIT "Q" EQUAL EMPLOYMENT OPPORTUNITY CLAUSE During the performance of this contract, the Contractor agrees as follows: (1) The Contractor shall not discriminate against any employee applicant for employment because of race,religion,color,sex,national origin,or disability as defined by the Americans With Disabilities Act of 1990 and Omaha Municipal Code 13-82. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex or national origin. The Contractor shall take all actions necessary to comply with the Americans With Disabilities Act of 1990 and Omaha Municipal Code (Chapter 13) including, but not limited to, reasonable accommodation. As used herein, the word "treated" shall mean and include, without limitation, the following: Recruited, whether advertising or by other means; compensated; selected for training, including apprenticeship;promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated. The Contractor agrees to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. (2) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin, or disability as recognized under 42 USCS,12101 et seq. (3) The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of the Contractor's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The Contractor shall furnish to the contract compliance officer all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations, and including the information required by Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Contract Compliance Officer shall be those which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1)through(7)herein, including penalties and sanctions for noncompliance; however, in the event the Contractor becomes involved in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. (6) The Contractor shall file and shall cause his subcontractors,if any,to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices, policies, programs and statistics of the Contractor and his subcontractors. (7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. P:\PLN2\STORED\EEOC.FMT -2 - 1 • i, E ap 'off u� • u 0. PERMANENT EASEMENT DONATION (CORPORATION) • City of Omahas Nebraska FOR OFFICE USE ONLY Public Works epartment Project: .ProjName. Design D vision • City Prof.No.: .ProjNos R-O-W Section Tract No.: .Tract. Address: .Address■ Omaha,Nebraska 681 KNOW ALL MEN BY THESE PRESENTS.• • THAT«Owner, hereinafter referred to as GRANTOR, (whether one or more) for and in consideration of the sum One and 00/100 dollars($1.00)and for the sole consideration of the City of Omaha constructing «ProjName»on the property described below; does hereby donate, grant and convey unto the City of Otna/ra, Nebraska, a Municipal Corporation, hereinafter referred to as CITY, and to its successors and assigns, a permanent easement for the right to construct, maintain and operate'a sewer (either for storm or sanitary purposes), drainage structure, and/or drainage way,and appurtenances thereto, in, through, and under the parcel of land described as follows, to-wit: • SEE ATTACHED EXHIBIT"A" TO I-IAVE AND TO HOLD unto said CITY, its successors and assigns, together with the right of ingress and egress from said premises for the purpose of constructing, inspecting, maintaining, operating, repairing or replacing said sewer, drainage structure, and/or drainage way at the will of the CITY. The GRANTOR may, following construction of said sewer, drainage structure, and/or drainage way continue to use the surface of the easement strip conveyed hereby for other purposes,subject to the right of the CITY to use the same for the purposes herein expressed. • It is further agreed as follows: . 1) That no buildings, improvements,or other structures,x►omta>anycgxadiagtcfilhoncfmlicnata tic ur ekxisemtoweaktc shall be placed in, on, over, or across said easement strip by GRANTOR, his or their successors and assigns without express approval of the CITY. Improvements which"ill P PP p may be approved by CITY include landscaping, road and/or street surfaces, parking area surfacing, and/or pavement. These improvements and any trees, grass or shrubbery placed on said easement shall be maintained by GRANTOR, his heirs, successors or assigns. • 2) That CITY will replace or rebuild any and all damage to improvements caused by CITY exercising its rights of inspecting, maintaining or operating said sewer, except that damage to, or loss of trees and shrubbery will not be compensated for by CITY. 3) This permanent sewer easement is also for the benefit of any contractor, agent, employee, or representative of the CITY and any of said construction and work. • • 4) That CITY shall cause any trench made on said easement strip to be properly refilled and shall cause the • premises to be left in a neat and orderly condition. 5) That said GRANTOR for himself or themselves and his or their heirs, executors and administrators does or do confirm with the said CITY and its assigns, that he or they, the GRANTOR is or are well seized in fee of the above described property and that he or they has or have the right to grant and convey this permanent sewer easement in the manner and form aforesaid, and that he or they will, and his or their heirs, executors, and administrators, shall warrant and defend this permanent easement to said CITY and its assigns against the lawful claims and demands of all persons.*This permanent sewer easement runs with the land. *arising by, through, or under the GRANTOR. 6) That said permanent sewer easement is granted upon the condition that the CITY may remove or cause to be removed all presently existing improvements thereon,including but not limited to, crops, vines, trees within the easement area as necessary for construction. • f► X , P 1)j1vF1-/- • PERMANENT SEWER EASEMENT Page Two(2) «Owner» Tract No.«Tract» 7) That this instrument contains the entire agreement of the parties; that there are no other or different agreements • or understandings, except a Temporary Construction Easement if and as applicable, between the GRANTOR and the CITY or its agents; and that the GRANTOR, in executing and delivering this instrument, has not relied upon,any promises, inducements, or representations of the CITY or its agents or employees, except as are set forth perein (if applicable): 8) The undersigned wish(es) to donate a permanent sewer easement to the City of Omaha, Douglas County, Nebraska, a Nebraska corporation, for public use. 9) The undersigned was informed of the right to have said land appraised and a written offer to purchase made for said permanent sewer easement right, and have by their voluntary act and deed waived these rights. • IN WITNESS WHEREOF,the said party of the first part has hereunto(caused its Corporate Seal to be affixed) (the said Corporation has no Corporate Seal)and these presents to be signed by its respective officers this day of , 19 «Owner» • (Name of Corporation) (Federal I.D.No.) PRESIDENT or AUTHORIZED OFFICER: ATTEST: • • (Name and Title) (Name and Title) • • (Corporate Seal) • CORPORATE ACKNOWLEDGMENT • STATE OF NEBRASKA ) ) SS COUNTY OF DOUGLAS ) On this day of , 19 , before me, a Notary Public in and for said County,personally came (Name) ,of «Owner» (Title) (Name of Corporation) a Corporation,and, (State) (Name) of said Corporation,to me personally known to be the respective officers (Title) of said corporation and the identical persons whose names are affixed to the foregoing instrument, and acknowledged the execution thereof to be their respective voluntary act and deed as such officers and the voluntary act and deed of said Corporation, and the Corporate Seal of said Corporation to be thereto affixed by its authority. WITNESS my hand and Notarial Seal the day and year last above written. • NOTARY PUBLIC Notary Seal /_ Xn ► 20r � • r TEMPORARY CONSTRUCTION EASEMENT (DONATION) CORPORATION City of Omaha,Nebraska FOR OFFICE USE ONLY Public Works Department Project: Design Division City Proj.No.: R-O-W Section Tract No.: Address: r Omaha.Nebraska 681 KNOW ALL MEN BY THESE PRESENTS: THAT , hereinafter referred to as GRANTOR, (whether one or more) for and in consideration of the sum of One and 00/100 dollars ($1.00) and for the sole consideration of the City of Omaha constructing a on the property described below; does hereby donate, grant and convey unto the CITY OF OMAI-IA, NEBRASKA, a Municipal Corporation, hereinafter referred to as CITY, and to its successors and assigns, an easement for the right to enter upon and use for working space for the construction of and appurtenances thereto, the parcel of land described as follows,to-wit: SEE ATTACHED EXHIBIT"A" TEMPORARY EASEMENT LEGAL DESCRIPTION It is further agreed as follows: I) That this easement runs with the land and terminates thirty(30) days after the improvement is completed, with the total duration of actual use of this temporary construction easement not to exceed year or calendar days from the date construction begins. 2) That said easement is granted upon the condition that the CITY will remove or cause to be removed all presently existing improvements thereon, including but not limited to crops, vines, gardens and lawns within the easement area as necessary for construction with the following exceptions: None. 3) That the CITY shall cause any trench made on said easement strip to be properly refilled and shall cause the area disturbed under this easement to be restored upon completion of construction This temporary easement is also for the benefit of any contractor, agent, employee, public utility company and representative of the City of Omaha in any of said construction work. 4) That said GRANTOR for himself or themselves and his or their heirs, executors and administrators does or do confirm with the said CITY and its assigns, including public utility companies and their assigns, that he or they, the GRANTOR is.or are well seized in fee of the above described property and that he or they has or have the right to grant and convey this easement in the manner and form aforesaid, and that he or they will, and his or their heirs, executors and administrators, shall warrant, and defend this temporary easement to said CITY and its assigns including public utility companies and their assigns against the lawful claims and demands of all persons.* *arising by, through, or under. the GRANTOR. 5) That this instrument contains the entire agreement of the parties; that there are no other or different agreements or understandings, except a Permanent Easement or Acquisition if and as applicable, between the GRANTOR and the CITY or its agents; and that the GRANTOR in executing and delivering this instrument, has not relied upon promises, inducements,or representations of the CITY or its agents or employees, except as are set forth herein. 6) The consideration recited includes damages for change of grade, if any, and any and all claims for damage arising from change of grade or grading are hereby waived. 7) The undersigned wish(es) to donate a temporary construction easement to the City of Omaha, Douglas County, Nebraska, a Nebraska corporation, for public use. 8) The undersigned was informed of the right to have said land appraised and a written offer to purchase made for said temporary construction easement right,and have by their voluntary act and deed waived these rights. / PI rX . P P 3 0 F TEMPORARY CONSTRUCTION EASEMENT Page 2 IN WITNESS WHEREOF,the said party of the first part has hereunto (caused its Corporate Seal to be affixed)(the said Corporation has no Corporate Seal)and these presents to be signed by its respective officers this day of , 19 (Federal I.D.No.) (Name of Corporation) (Name and Title) ATTEST: (Corporate Seal) (Name and Title) CORPORATE ACKNOWLEDGMENT STATE OF ) ) SS COUNTY OF ) On this day of , 19 , before me, a Notary Public in and for said County, personally came (Name) ,of (Title) (Name of Corporation) a Corporation,and, (State) (Name) of said Corporation, to me personally known to be the respective (Title) officers of said corporation and the identical persons whose names are affixed to the foregoing instrument, and acknowledged the execution thereof to be their respective voluntary act and deed as such officers and the voluntary act and deed of said Corporation, and the Corporate Seal of said Corporation to be thereto affixed by its authority. WITNESS my hand and Notarial Seal the day and year last above written. NOTARY PUBLIC My Commission expires • E X , P AD 4 of Lf /CIA k MOTION BY COUuICILMEMBER dee#41 • I hereby move to amend Council Document No . Current Series , in the whole by deleting it in its entirety . and substituting, in lieu thereof , the attached Ordinance . APPROVED AS TO FORM : • Assistant City ttorrvey ORDINANCE NO. AN ORDINANCE approving a redevelopment agreement by and between the City of Omaha, Nebraska, a municipal corporation (the "City"), First Data Resources Inc., a Delaware Corporation('FDR"), Ak-Sar-Ben Future Trust, a Nebraska non-profit corporation ("Future Trust"), Papio-Missouri River Natural Resources District, a political subdivision of the State of Nebraska ("NRD"), Douglas Recreation Corp., a Nebraska non-profit corporation ("RecCo") and Douglas County,Nebraska, a body corporate and politic existing under the laws of the State of Nebraska("Douglas County"); declaring the necessity of appropriating certain properties located within the Ak-Sar-Ben Business and Education Campus Redevelopment Plan Area,as amended, for redevelopment purposes; and,providing for an effective date. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: Section 1. The Mayor is authorized to execute and the City Clerk to attest, the attached Redevelopment Agreement, including other such documents necessary and proper to effectuate the terms of this Redevelopment Agreement. Section 2. That it is proper and necessary to appropriate for redevelopment purposes the property within the Ak-Sar-Ben Business and Education Campus Redevelopment Plan,as amended, pursuant to the authority granted in the Nebraska Community Development Law and the Nebraska Redevelopment Act. Section 3. That the City of Omaha is authorized, empowered and directed to negotiate, through either employees of the City of Omaha or through persons employed therefor or through any combination thereof, with the owners of the above described property for the acquisition of said 1 ORDINANCE NO. PAGE 2 property by the City of Omaha for the aforesaid purposes. Upon failure to agree to negotiation with the owner of any of the above described property for the acquisition thereof by the City of Omaha, the City is authorized,empowered,and directed,through the Law Department,the proceed forthwith to acquire such property not obtained by negotiation, by proceedings in accordance with the laws of the State of Nebraska,under the power of eminent domain. Any notice or notices in the name of the City of Omaha required to be given the owners of other persons having any interest in and to any of the above described property may be given by the Law Department of the City of Omaha. Section 4. This Ordinance shall be in full force and take effect immediately upon its passage. INTRODUCED BY COUNCILMEMBER 9 APPROVED BY: 04 MAYOR OF THE CITY OF OMAHA DATE PASSED ATTEST: CITY CLERK OF THE CITY OF OMAHA DATE APPROVED AS TO FORM: 2z SSISTA T C A RNE TE P:\LAW\3882.MAF REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT (the "Agreement" ) is made and entered into this day of , 1997, by and between the City of Omaha, Nebraska, a municipal corporation (the "City" ) , First Data Resources Inc . , a Delaware Corporation ( "FDR" ) , Ak-Sar- Ben Future Trust, a Nebraska non-profit corporation ( "Future Trust" ) , Papio-Missouri River Natural Resources District, a political subdivision of the State of Nebraska ("NRD" ) , Douglas Recreation Corp. , a Nebraska non-profit corporation ( "RecCo" ) and Douglas County, Nebraska, a body corporate and politic existing under the laws of the State of Nebraska ( "Douglas County" ) . WITNESSETH: WHEREAS, FDR has agreed to acquire from the County and RecCo, through the City, certain real property legally described on the attached Exhibit "A" which is incorporated herein by this reference (the "Project Property" ) , pursuant to the terms and conditions of a Project Agreement dated December 31, 1996 (the Project Agreement" ) , and WHEREAS, as a part of such Project Agreement, and subject to the terms and conditions thereof and the terms and conditions of a Donation Agreement (the "Donation Agreement" ) to be executed by FDR and the Board of Regents of the University of Nebraska, a body corporate existing under the laws of the State of Nebraska (the "University" ) , FDR intends to convey to the University a portion of the Project Property described on Exhibit "A-1" which is incorporated herein by this reference (the "University Property" ) , retaining for its own use that portion of the Project Property described on the attached Exhibit "A-2" which is incorporated herein by this reference (the "FDR Property" ) , and WHEREAS, Future Trust is the intended beneficiary of certain agreements of the University contained in the Donation Agreement ; and WHEREAS, pursuant to the terms and conditions of a Supplemental Project Agreement dated December 31, 1996 (the "Supplemental Agreement") , Future Trust will acquire from the County and RecCo, through the City, concurrently with the conveyance of the Project Property to FDR, certain real property (and certain personal property located thereon) situated adjacent to the South property line of the Project Property and legally described on the attached Exhibit "B" which is incorporated herein by this reference (the portion of such property described as Exhibit "B" that is situated North of West Center Road shall be referred to as the "Future Trust Property" and the portion situated South of West Center Road shall be referred to as the "Arboretum Redevelopment Agreement C21S711.C7. Ra.ised May 12, 1997 Property" ) (the Project Property, the Future Trust Property and the Arboretum Property are collectively referred to as the "Ak-Sar-Ben Property" ) , and WHEREAS, City has requested that RecCo and the County transfer the Ak-Sar-Ben Property to the City to assist in the redevelopment project referred to in this Agreement, and WHEREAS, RecCo and County have agreed, pursuant to the Project Agreement and the Supplemental Agreement, to convey the Ak-Sar-Ben Property to City prior to its conveyances to FDR and Future Trust as described above, and WHEREAS, under the Project Agreement, the negotiation and execution of this Agreement is an express condition to the obligations of FDR to acquire the Project Property, and WHEREAS, on December 17, 1996, the City Council of the City designated Census Tract 70 . 01, located in the City of Omaha, Nebraska, as blighted and substandard for purposes of the Community Development Law (§§ 18-2101, et seq. , Nebraska Revised Statutes, as amended) ( "Community Development Law" ) , which blighted and substandard area includes the Ak-Sar-Ben Property, and WHEREAS, on January 23 , 1997, the State Redevelopment Board, pursuant to the provision of § 58-504 of the Nebraska Revised Statutes, designated Census Tracts 70 . 01, 70 . 02, 35, 36 and 37, and a part of Census Tract 68 . 01 east of 76th Street, as blighted and substandard for purposes of the Nebraska Redevelopment Act (§§ 58- 501, et seq. , Nebraska Revised Statutes, as amended) ( "Nebraska Redevelopment Act" ) , which blighted and substandard area includes the Ak-Sar-Ben Property, (the Community Development Law and the Nebraska Development Act are hereinafter sometimes referred to as the "Redevelopment Laws" ) , and WHEREAS, on March 4 , 1997, the City Council of the City, upon the recommendations of the City Planning Board made on January 8 , 1997, and February 5, 1997, approved the amended Ak-Sar-Ben Business & Education Campus Redevelopment Plan, which plan was further amended immediately prior to the approval of this Agreement by the City Council, upon the recommendation of the City Planning Board of May 7, 1997 (such redevelopment plan, and all amendments thereto, are hereinafter collectively referred to as the "Redevelopment Plan" ) , which includes the Ak-Sar-Ben Property, and WHEREAS, the City Council of the City has approved the Project Application of FDR, submitted under the provisions of the Nebraska Redevelopment Act, a copy of which is attached hereto as Exhibit "C" (the "LB 830 Project Application" ) , which Project Application designated a project area that includes the Project Property and certain property owned by FDR, or other corporations affiliated Redevelopment Agreement 0216713.07: Revised May 12, 1997 2 y.r J with FDR, west of 72nd Street as is more particularly described in the LB 830 Project Application (the "LB 830 Project Area" ) , and WHEREAS, this Agreement is an essential condition to the development by FDR of the FDR Property, which development would not occur but for the use of the Redevelopment Laws through this Agreement, and WHEREAS, this Agreement, together with one or more of the Redevelopment Laws, is essential to assure that title to the Ak- Sar-Ben Property can be conveyed as required in the Project Agreement and in the Supplemental Agreement, and WHEREAS, FDR intends to construct an office facility of approximately 300 , 000 square feet and associated improvements (the "Phase One FDR Project" ) , on a portion of the FDR Property legally described on the attached Exhibit "D" and incorporated herein by this reference (such portion of the FDR Property is hereinafter described as "Phase One Property") , and WHEREAS, the University intends to construct an Information Science, Technology, and Engineering Facility and associated improvements (the "IST&E Project" ) on the University Property (the Phase One FDR Project and the IST&E Project are sometimes hereinafter referred to as the "Projects" ) , and WHEREAS, in order to implement and facilitate these Projects for the general benefit and welfare of the . City at large, the parties hereto wish to enter into this Agreement pursuant to the Redevelopment Laws . NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows : Section 1 . OBLIGATIONS OF THE CITY. City agrees that it will perform all of the following duties and obligations : 1 . 1 Acquisition and Conveyance of the Project Property. City agrees that it will acquire from RecCo and the County, in accordance with the provisions of the Project Agreement, fee simple title to the Project Property, subject only to those permitted exceptions to title approved by FDR in accordance with the terms of the Project Agreement . City further agrees to convey the Project Property to FDR at the time and in the manner described in the Project Agreement . The Project Property shall be subdivided and rezoned prior to such conveyance as described in Sections 2 . 1 and 2 . 2 of this Agreement . FDR agrees that the City is acquiring title to the Project Property pursuant to one or more of the Redevelopment Laws and for the purpose of implementing such Redevelopment Agreement 0216713.G7: Revised May 12, 1397 3 Redevelopment Laws with respect to the Project Property. As such, FDR agrees that the City shall have no liability to FDR for any condition existing on the Project Property on or before the date of closing, unless such condition was created or caused, in whole or in part, by the City or its employees, agents or contractors . 1 . 2 Acquisition and Conveyance of Future Trust Property and the Arboretum Property. City agrees that it will acquire from RecCo and the County, in accordance with the provisions of the Supplemental Agreement, fee simple title to the Future Trust Property and the Arboretum Property, subject only to those permitted exceptions to title approved by Future Trust in accordance with the terms of the Supplemental Agreement . City further agrees to convey the Future Trust Property and the Arboretum Property to Future Trust at the time and in the manner described in the Supplemental Agreement. The Future Trust Property shall be subdivided and rezoned prior to such conveyance as described in Sections 2 . 1 and 2 . 2 of this Agreement . Future Trust agrees that the City is acquiring title to the Future Trust Property and the Arboretum Property pursuant to one or more of the Redevelopment Laws and for the purpose of implementing such Redevelopment Laws with respect to the Future Trust Property and the Arboretum Property. As such, Future Trust agrees that the City shall have no liability to Future Trust for any condition existing on the Future Trust Property or the Arboretum Property on or before the date of closing, unless such condition was created or caused, in whole or in part, by the City or its employees, agents or contractors . 1 . 3 Railroad Right-of-Way. After conveyance of the Ak-Sar- Ben Property to FDR and Future Trust as described above, City will use its power of eminent domain to promptly acquire all right, title and interest, not held by FDR or Future Trust, as applicable, in and to those portions of the FDR Property and the Future Trust Property, or located adjacent thereto, which were formerly part of a railroad right-of-way. Specifically, and without limitation, City shall acquire all right and interest not then held by FDR or Future Trust in those portions of the railroad right-of-way situated on the Ak-Sar-Ben Property, or adjacent thereto, which areas are described on Exhibit "E-1" , as to the portion of such right-of-way on or adjacent to the FDR Property, and on Exhibit "E- 2" , as to the portion of such right-of-way on or adjacent to the Future Trust Property (collectively, the "Railroad Rights-of-Way" ) . The City will take all actions necessary to accomplish such acquisition at its sole cost and expense, other than out of pocket expenses incurred for such acquisition (such as appraisal fees, title search fees and the like) and amounts necessary to pay for the actual property acquisition. FDR and Future Trust, as appropriate, will pay to the City amounts necessary to pay the purchase price or the condemnation award, as the case may be, for any such interest in the Railroad Rights-of-Way acquired by City. Redevelopment Agreement 0216713.07: Revised May 12, 1997 4 • kt A Any purchase of the Railroad Rights-of-Way in lieu of condemnation will be made only with the prior approval of FDR as to the Railroad Rights-of-Way situated on or abutting the FDR Property and with the prior approval of Future Trust as to such Railroad Rights-of-Way situated on or abutting the Future Trust Property. The City will not be obligated to reimburse FDR or Future Trust for the cost thereof . FDR or Future Trust, as appropriate, will deposit such amounts with the City within ten (10) ,days after an agreement to purchase is entered into, or within ten (10) days after a condemnation award is filed in any condemnation proceeding. Prior' to commencing such condemnation action, the City may require Future Trust to furnish to the City adequate assurances that Future Trust has sufficient financial resources to pay such amounts . Immediately upon receipt by City of all such interests to such portions of the Railroad Rights-of-Way, City shall convey the same by special warranty deed, without payment of further consideration, to FDR as to the property described on Exhibit "E-1" , and to Future Trust as to the property described on Exhibits "E-2" . If requested by FDR or Future Trust, City will ratify the Final Plat referred to in Section 2 . 1 below after such Railroad Rights-of-Way have been conveyed to FDR and to Future Trust . 1 . 4 Initial TIF Bonds . City may issue and sell tax increment financing bonds pursuant to the authority granted under the Redevelopment Laws ( "TIF Bonds" ) . Such TIF Bonds shall be secured by and shall be payable only from Excess Tax Revenues (as hereafter defined) produced from: (i) the improvement, development and redevelopment of the real estate constituting the Phase One Property; and (ii) the acquisition by FDR of non-exempt taxable personal property situated, for ad valorem tax purposes, on the real property described on Exhibits D-1 and D-2 (collectively, the "West FDR Property" ) and the FDR Property. . The net proceeds of such bond issue shall be used to finance construction of those Public Improvements, as referenced and defined in Section 1 . 7, including payment of other costs associated therewith. As used herein, the term "Excess Tax Revenues" shall mean the excess of : (a) any ad valorem taxes which are produced after the date that the Phase One Property improvements (as set forth in Section 3 . 3 below) are first included in the assessment of the Phase One Property for ad valorem tax purposes (the "Division Date" ) by the levy for the Phase One Property established each year by or for the benefit of the State of Nebraska, the City and any board, commission, authority, district or any other political subdivision or public body of the State of Nebraska (the "Public Bodies" ) ; over (b) any ad valorem taxes which are produced by such levy on the assessment for tax year 1996; Redevelopment Agreement C215713.07: Revised May 12, 1997 5 r l • ��J C together with all ad valorem taxes which are produced from taxable personal property (which is not exempt from taxation) acquired on or after the Division Date by FDR and which is situated for ad valorem tax purposes anywhere within the LB 830 Project Area . Additional Excess Tax Revenues and Division Dates may be established as set forth in Section 1 . 6 below. Notwithstanding the foregoing, the parties acknowledge that the LB 830 Project Area is the "project area" within the meaning of Neb. Rev. Stat . § 58-503 (1996 Cum. Supp. ) . 1 . 5 Redevelopment Bonds . To the extent necessary to pay for the construction of the Public Improvements (as hereafter defined) that are not paid by the net proceeds of the TIF Bonds, or in lieu of issuing TIF Bonds, as the City may decide, City may issue and sell, Redevelopment Bonds (the "Redevelopment Bonds") pursuant to the authority granted to the City under §18-2124, Nebraska Revised Statutes, as amended. The net proceeds of such Redevelopment Bonds shall be used to finance construction of the Public Improvements (as hereinafter defined) , as well as any other costs associated therewith. 1 . 6 Additional TIF Bonds . In the event FDR constructs buildings or other improvements upon any portion of the FDR Property or the West FDR Property, or the West FDR Property, the City may issue and sell additional TIF Bonds (the "Additional TIF Bonds" ) . The Additional TIF Bonds shall be in a principal amount determined by the City to be reasonably amortizable over the life of the Additional TIF Bonds . In the event Additional TIF Bonds are to be issued, the City will amend the Redevelopment Plan in such a manner to include in future phases the real property where such future improvements are to be located, but only including the actual real property necessary for such improvements . The City and the then-owner of the property that is then included in the Amended Redevelopment Plan will execute such additional redevelopment agreements, or amendments to this Agreement, as are necessary to provide for issuance of such Additional TIF Bonds, use of the net proceeds thereof, establishment of Division Dates for determination of Excess Tax Revenues, and such other terms and conditions upon which the parties thereto may agree . For purposes of issuing such Additional TIF Bonds only, the parties hereto agree that any additional redevelopment agreement, or any amendment to this Agreement, need be executed only by City and the then owner of the portion of the real property being improved, so long as such additional agreement or amendment does not attempt to modify or amend portions of the Agreement that apply to other parties . The net proceeds of such Additional TIF Bonds may be used in any manner allowed by law. 1 . 7 Public Improvements for the Pro-iect Property. The City shall demolish, remove, relocate, install, construct, or cause to be constructed, as indicated below, the following public Redevelopment Agreement 0216713.07: Revised May 12, 1997 6 a.: improvements (the "Public Improvements" ) on or in the vicinity of the Project Property: . 1 Construction and installation of streets, intersections, street signage, street lights, traffic signalization, sidewalks and pedestrian trails, at the locations and in accordance with the requirements of the Street Layout Plan attached hereto as Exhibit "F" (the "Street Layout Plan" ) . The City, as a part of such street construction, shall demolish those portions of the existing East Ak-Sar-Ben access drive which have been designated by the City as improvements not to be removed by FDR. . 2 Removal, installation and relocation of storm sewers and sanitary sewers, and related improvements, at the locations and in accordance with the requirements of the Utility Relocation and Installation Plan attached hereto as Exhibit "G" (the "Utility Relocation and Installation Plan" ) . . 3 Removal, installation and relocation of public gas and water mains and related improvements, as designed and designated by Metropolitan Utilities District at such locations as are necessary to serve the proposed FDR and University development on the Project Property with water and gas service, as shown on the Utility Relocation and Installation Plan. . 4 Relocation of the Omaha Public Power District "High Line, " from its location on the South right-of-way line of Pacific Street, to the location within the Omaha Public Power District easement area as designated on the Plat of the Ak-Sar-Ben Business & Education Campus . All construction shall be supervised by the City and shall comply with all City codes and all requirements relating to the construction of such Public Improvements and shall be constructed in compliance with all applicable governmental laws, ordinances, regulations and codes, and in a good and workmanlike manner. Field changes to the plans for such Public Improvements shall be permitted .with the concurrence of FDR and the City. All architect and engineering fees necessary for the design and construction of the Public Improvements shall be paid by the City pursuant to the Agreement with. Lamp, Rynearson & Associates attached hereto as Exhibit "H" , or the City shall arrange payment by the appropriate public utility installing such Public Improvements . City shall accept from FDR assignments of any existing contracts between FDR and Lamp, Rynearson & Associates, Inc . for the engineering work relating to such Public Improvements, shall assume all obligations of FDR thereunder, and shall, at the time of such assignment, Redevelopment Agreement 0216713.07: Revised May 12, 1397 7 .f reimburse FDR for all amounts paid or payable by it under such contracts prior to the date of such assignment . City shall also reimburse the University and FDR for any amounts paid by either of them for the acquisition, transporting, placement and compaction of fill dirt on any areas of the Project Property to be used for public rights-of-way as provided in Section 3 . 2 below. Prior to the start of construction of the Public Improvements, FDR shall have removed any surface improvements on the FDR Property and the University Property (other than those portions of the existing East Ak-Sar-Ben access drive which have been designated by the City as improvements not to be removed) . Construction of such Public Improvements shall begin upon receipt of a written notice to proceed from FDR, which will be given not later than July 5, 1997. Construction of such Public Improvements shall be in accordance with the sequencing plan for construction of Public Improvements attached hereto as Exhibit "I" , with construction of those Public Improvements shown as 1997 Sequence One being completed by December 31, 1997, and the remaining sequences by November 30, 1998, subject, however, to delays caused by External Causes (as defined in Section 7 . 17) . City will consult with FDR and the University, and shall construct the roads in a sequence and manner that allows FDR and the University to access their respective properties for construction purposes during the time that the Public Improvements are being constructed. In the event any Public Improvements are not located in dedicated public rights-of-way or other public property, or public easement, the City shall obtain from the then owner of the property in which such Public Improvement is to be installed a non- exclusive easement in favor of the City, or other political subdivision installing such Public Improvement, at no cost to the City or to any other party hereto who may benefit thereby. All such easements shall be granted by instrument in the form of the Form of Easement Agreement attached hereto as Exhibit "P" . 1 . 8 Vacation of Easements . City shall vacate (or cause to be vacated) all easements identified on the attached Exhibit "J" , as soon as utility services located therein can be taken out of service . Such vacation shall be completed by vacation instrument recorded in the office of the Register of Deeds of Douglas County, Nebraska. 1 . 9 Pacific Street and 72nd Street Improvements . The City shall construct, at no cost to FDR or Future Trust, those improvements to Pacific Street and to 72nd Street (the "72nd Street Improvements" ) as are shown on the Street Layout Plan attached as Exhibit "F" . The 72nd Street Improvements, including the improvements to the 72nd and Pacific Street intersection, will be constructed as a part of the City' s Capital Improvement Program and shall be financed as provided in such plan. The City agrees that the portion of the 72nd Street Improvements bounded by the 76th Redevelopment Agreement 0216712.07: Re :sad May 12, 1997 3 4� • IL 5 • Street Drive intersection on the North and the Mercy Road intersection on the South will be the first phase of the 72nd Street Improvements to be constructed, subject, however, to requirements of Federal and State of Nebraska authorities providing funding for the 72nd Street Improvements . The City will use its best efforts to assure that the phasing of construction will occur as required herein. 1 . 10 FDR Easements on Public Rights-of-Way in Project Area. The City shall grant from time to time to FDR and University, easements under, across and over publicly dedicated rights-of-way that are located on and adjacent to the Project Property as requested by FDR or the University for any of the following purposes : . 1 Pedestrian skywalks, tunnels and crosswalks, . 2 Utility lines and tunnels, and . 3 Communications lines . Such easements shall be perpetual and will be granted without charge to FDR or the University, subject, however, to any existing easements and any utility services located in or adjacent to such proposed easement area . Such easement grant shall also be subject to such other reasonable terms and conditions as the parties thereto may agree . Such terms and conditions shall include provisions requiring the grantee of such easement to maintain its installations in the easement area, to repair any damage caused by its construction, maintenance or other use by it of the easement area, payment of any building permit fees, approval by the City of any installation and construction plans in the easement area, . and relocation of any installations in the easement area to a new easement area in the event the City requires such relocation in connection with the construction of new public improvements . 1 . 11 Future Trust Easements on Public Rights-of-Way in Project Area . The City shall grant from time to time to Future Trust, easements under, across and over publicly dedicated rights-of-way that are located on the Future Trust Property and Arboretum Property as requested by Future Trust for any of the following purposes : . 1 Pedestrian skywalks, tunnels and crosswalks, . 2 Utility lines and tunnels, and . 3 Communications lines . Such easements shall be perpetual and will be granted without charge to Future Trust, subject, however, to any existing easements and any utility services located in or adjacent to such proposed easement area. ' Such easement grant shall also be subject to such other reasonable terms and conditions as the parties thereto may agree . Such terms and conditions shall include provisions Redevelopment Agreement 0216713.07: Revised May 12, 1097 9 t requiring the grantee of such easement to maintain its installations in the easement area, to repair any damage caused by its construction, maintenance or other use by it of the easement area, payment of any building permit fees, approval by the City of any installation and construction plans in the easement area, and relocation of any installations in the easement area to a new easement area in the event the City requires such relocation in connection with the construction of new public improvements . 1 . 12 License on the 72nd Street Right-of-Way. The City shall grant to FDR a perpetual license to install and maintain conduit under the 72nd Street Right-of-Way for the purpose of installing data cabling and communications lines between the FDR Property and the FDR facilities located in that portion of the LB 830 Project Area west of 72nd Street . Such license shall be perpetual and shall be granted to without charge to FDR for its grant or continuing use; subject, however, to such other reasonable terms as FDR and the City may agree. Such agreement will include provisions for maintenance by FDR of its installations in the license area and for relocation of such installations to a new license area at FDR' s cost in the event the City requires such relocation in connection with the construction of new public improvements . City agrees that conduit for such cabling and lines may be installed by FDR in conjunction with and at the same time as the construction of the 72nd Street Improvements . FDR will pay for any building permit fees for the installation for such conduit, and shall obtain the approval of the City of its installation plans for such conduit, which approval, shall not be unreasonably withheld. The license granted by the City may be assigned by FDR to any successor owner of any portion of the FDR Property. 1 . 13 Sewer Connection. City shall permit FDR and University to connect to the City' s sanitary sewer and storm sewer lines and mains to serve any building to be at any time hereafter constructed on the Project Property without payment of any interceptor sewer fee, outfall sewer fee, front footage charge or any other fee or charge whatsoever, other than connection fees, permit fees and sewer use fees that are ordinarily and customarily charged for use of the City' s sanitary sewer. 1 . 14 Additional 72nd Street Property. In the event that the City at any time for a period of fifteen (15) years following the execution of this Agreement acquires by voluntary purchase, or by exercise of the power of eminent domain, or deed in lieu thereof, title to any real property situated between the FDR Property and the present east right of way line of 72nd Street, and after acquisition, the City determines that there are remnants of such acquired property abutting the FDR Property that are not needed for City purposes (the "Remnant Property") , the City will offer FDR, or, if FDR is no longer the fee simple title holder to Lots 4 , 7 or 8 of the Ak-Sar-Ben Business & Education Campus addition, then to Redevelopment Agreement 0216713.07: Revised May 12, 1997 10 the successor owner of such Lot that abuts the Remnant Property being offered, the first right to purchase the Remnant Property. The City will notify FDR, or the then owner of such Lot, of its intent to sell the Remnant Property, and FDR, or such successor owner, shall have 45 days after receipt of such notice to elect whether to purchase the Remnant Property. If FDR, or such successor owner, declines to purchase such property, Future Trust shall be given the next right to purchase any portion of the Remnant Property that abuts the Future Trust Property, with notice and the time for election to be in the same manner as allowed FDR. If FDR, such successor owner, or Future Trust elect to purchase the Remnant Property, the purchase price shall the fair market value of the Remnant Property at the time of sale, as determined by a real estate appraiser licensed in the State of Nebraska, who is a member of the Appraisal Institute, and who is reasonably acceptable to both parties . During the 45 day period allowed to determine whether to purchase the Remnant Property, FDR, such successor owner, or Future Trust, as applicable, shall be allowed access to the Remnant Property to conduct inspections thereof to determine whether to purchase the same . Upon payment of the purchase price, conveyance of the Remnant Property shall be made by special • warranty deed free and clear of all encumbrances . 1 . 15 No Special Assessments . Except as specifically provided in Section 9 . 2, the City shall at no time levy special assessments against any property within the LB 830 Project Area, or against any improvements located thereon, or against any of the Future Trust Property, to pay for the original construction of any of the Public Improvements or any of the 72nd Street Improvements . The City finds and agrees that all of the improvements made by it pursuant to this Agreement are for the general benefit of the public within the City and._ are not local in nature. The City shall indemnify FDR, Future Trust and the University and their respective successors and assigns, and hold them harmless from any suits, claims, loss, damage, assessment or injury (including reasonable attorney' s fees and court costs) which such indemnified parties, or any one or more of them, or their respective successors and assigns, may suffer or incur (including the amount of any special assessment assessed in violation of this paragraph) as a result of any attempt by the City to impose a special assessment for such improvements or to recover any funds or damages from such indemnified parties, or their successors or assigns, in lieu of any such special assessments . 1 . 16 Implementation of City Obligations . City shall take all actions necessary, including, but not limited to, holding public hearings, issuing approvals, exercising its power of eminent domain, approving and executing contracts and agreements and enacting resolutions and ordinances to implement the City' s obligations under this Agreement . Redevelopment Agreement 0216713.07: Revised May 12, 1997 11 V - 4 Section 2 . OBLIGATIONS OF THE COUNTY AND RECCO. County and RecCo agree to perform the following duties or obligations : 2 . 1 Subdivision of the Project Property and Future Trust Property. County and RecCo have agreed in the Project Agreement to allow the Project Property and the Future Trust Property to be subdivided. County and RecCo are, concurrently herewith, obtaining final approvals from the City of the Ak-Sar-Ben Business & Education Campus Plat attached hereto as Exhibit "K" , and shall, upon such final approval, and immediately prior to the conveyance of the Ak-Sar-Ben Property to the City, record the same in the office of the Register of Deeds of Douglas County, Nebraska. All areas designed on such plat as public rights-of-way shall be dedicated to the public by County and RecCo in such plat . 2 . 2 Zoning of the Project Property and Future Trust Property. County and RecCo have agreed in the Project Agreement to allow the Project Property and the Future Trust Property to be rezoned. The parties hereto agree that the Project Property and the Future Trust Property shall be rezoned in accordance with the mixed use rezoning district regulations set forth on Exhibit "L" attached hereto ( "Mixed Use District Regulations") . County and RecCo shall, prior to the transfer of the Project Property and the Future Trust Property to the City, obtain final approvals from the City for such mixed use zoning in accordance with such Mixed Use District Regulations . 2 . 3 Conveyance of Ak-Sar-Ben Property. County and RecCo previously have agreed to convey the Project Property through the City to FDR pursuant to the Project Agreement, and to convey, the Future Trust Property and Arboretum Property through the City to Future Trust pursuant to the Supplemental Agreement, and that under the Project Agreement and the Supplemental Agreement, the County and RecCo are obligated to convey such Property and to otherwise perform all of their obligations thereunder, subject however, to the terms and conditions contained therein. The County and RecCo acknowledge that the Ak-Sar-Ben Property is included in a redevelopment project by the City for purposes of the Community Development Law and that the Project Property also is a part of a redevelopment project by the City under the Nebraska Redevelopment Act . This Agreement is being entered into by the County and RecCo for the purpose of carrying out the intent of the Project Agreement and Supplemental Agreement and shall be considered a request for transfer of the Ak-Sar-Ben Property as may be required by such agreements . 2 .4 Maintenance of Papio Creek Trail . County agrees that it will at all times maintain the pedestrian trail and trail corridor (the "Trail" ) that exist adjacent to the portions of the Little Papillion Creek ( "Papio" ) , that lie within or adjacent to the Ak- Sar-Ben Property in the same manner as is provided in the Redevelopment Agreement 0216713.07: Revised May 12, 1997 12 1 L Interlocal Cooperation Act Agreement between County, City and NRD pertaining the Little Papillion Creek Flood Control Project executed April 30, 1996 by the County, May 6, 1996 by the City and April 11, 1996 by the NRD (the "Interlocal Agreement" ) . County also agrees, upon conveyance of title by FDR and Future Trust to the NRD to the property to be known as Outlots One (1) , Two (2) and Three (3) , Ak-Sar-Ben Business & Education Campus (the "Outlots" ) , to maintain such Outlots and any trails or other improvements that may be constructed thereon, in the same manner as the Trail is to be maintained under the Interlocal Agreement . If the Interlocal Agreement is terminated for any reason, County shall continue, nevertheless, to maintain the portions of the Trail adjacent to the Ak-Sar-Ben Property under the terms of the Interlocal Agreement, despite such termination, or shall make other provisions for such maintenance as are reasonably satisfactory to FDR or the then-owner of Lot 4 , Ak-Sar-Ben Business & Education Campus . Section 3 . OBLIGATIONS OF FDR. FDR agrees to perform the following duties and obligations : 3 . 1 Acguisition of Project Property. FDR shall acquire title to the Project Property and shall convey the University Property to the University in the manner as required by the Project Agreement and subject to the terms and conditions set forth therein. FDR will enter into a Donation Agreement with the University as a part of such conveyance which will provide, among other matters, for the construction by the University on the University Property of the IST&E Project . Upon such acquisition, FDR shall also convey Outlots One (1) and Two (2) to the NRD for use by it as a part of the Papio Creek Trail system. Conveyance of such Outlots shall be without charge to the NRD and by Special Warranty Deed, free and clear of all encumbrances, except those encumbrances that do not adversely affect use of such Outlots, as a part of the Papio Creek Trail . Conveyance of such Outlots will occur following completion by FDR of the Phase One improvements referred to in Section 3 . 3 hereof . 3 . 2 Demolition of Existing Improvements and Grading. FDR shall demolish, or cause to be demolished, all existing improvements on the Project Property (except those portions of the East Ak-Sar-Ben access drive which have been designated by City as improvements not to be removed by FDR) , and shall grade the Project Property in accordance with the grading plan attached hereto as Exhibit "M" . Such grading will include acquisition, transportation, placement and compaction of fill dirt for the construction of streets and walks and public rights-of-way on the FDR Property. All such grading work has been let pursuant to competitive sealed bid procedures through Kiewit Construction Co. as Construction Manager. If requested by City, FDR shall assign to the City that portion of the grading contract pertaining to the work being performed for the benefit of the City or in connection Redevelopment Agreement 0216713.07: Revised May 12, 1997 13 fir.= with the Public Improvements . The City will be named as an additional beneficiary on any performance and payment bond furnished by the contractor for such work, and will be provided with a copy thereof. FDR shall be reimbursed by the City for the cost of acquiring and transporting all such fill dirt and for the placement and compaction of the same in all such public rights-of- way in the amounts as set forth on Exhibit "N" . Such reimbursement is based upon the actual cost to FDR for such work. In computing such cost, the City and FDR agree that all fill dirt used in such public rights-of-way shall be deemed to have been acquired off-site and transported to the Project Property. Any portion of such grading plan that affects the Public Improvements will not be materially changed or modified without the prior approval of City. Any change orders increasing or decreasing the work that is to be paid by the City shall be completed in accordance with the unit prices referred to on Exhibit "N" . Such change orders shall be processed in accordance with the City' s Public Works Standard Specifications (1989 Ed. ) . FDR will obtain such other approvals of changes in the grading plan as are required by law. 3 . 3 Phase One Property Improvements . FDR shall design and substantially construct by December 31, 1998 (subject to extension however, by External Causes as defined in Section 7 . 17) , two office buildings on the Phase One Property containing a total of approximately 300, 000 square feet of enclosed area, in accordance with plans and specifications as determined by FDR in its discretion, together with related parking lots, walks and drives, creating a minimum stipulated value of improvements for real estate tax assessment purposes of $30, 000, 000 . 00 . The location of the office buildings and the parking lots, walks and drives shall be substantially as shown on the Site Plan attached hereto as Exhibit "0" . 3 . 4 Electrical Services . FDR will contract with Omaha Public Power District ( "OPPD" ) for the construction and installation of electric power service to serve the FDR Property. 3 . 5 FDR Investment and Job Creation. FDR agrees that, for the period defined below, and if not so defined, then so long as any TIF Bonds or Additional TIF Bonds are outstanding, and for purposes of qualification under the Nebraska Redevelopment Act, it will : . 1 Within the LB 830 Project Area, engage in one or more qualified businesses as defined in § 58-503 (26) , Nebraska Revised Statutes; . 2 Within the LB 830 Project Area, invest in qualified property (as defined in § 58-503 (16) , Nebraska Revised Statutes) in an amount of at least $50, 000, 000, such investment to occur not later than December 31, 2001, and Redevelopment Agreement 0216713.07. Revised May 12, 1997 14 1 ram.. 1 ' 1 maintain such investment during the redevelopment period (as defined in § 58-503 (29) , Nebraska Revised Statutes) ; . 3 Within the LB 830 Project Area, hire sufficient new employees (as defined in § 58-503 (18) ) as required by §58-505 (5) (b) , Nebraska Revised Statutes) by not later than December 31, 2001, and maintain such employment as required under the Nebraska Redevelopment Act during the redevelopment period (as defined in § 58-503 (29) , Nebraska Revised Statutes) . For purposes of determining compliance with the requirements of Sections 3 . 5 . 1, 3 . 5 . 2 , and 3 . 5 . 3 , the term "FDR" shall include any other corporation that is a member of the same unitary group as FDR for purposes of Nebraska income taxation. FDR shall submit to the City such information as City may reasonably request to indicate compliance with the requirements of this Section 3 . 5 . 3 . 6 Agreements Regarding TIF Financing. While the TIF Bonds and Additional TIF Bonds issued with respect to the FDR Property are outstanding, FDR shall, as to the property included in the phase' of the Project for which such Bonds were issued and outstanding: . 1 Pay all real estate taxes before delinquency; . 2 Not convey any of such property, or a portion thereof (other than as permitted by this Agreement) , to any entity which would cause the property and improvements thereon to be exempt from full ad valorem taxation; . 3 Not lease such property, or a portion thereof, to any entity which would cause the improvements thereon to be taxed separately and diminish the full ad valorem real estate tax value; . 4 Maintain fire and extended coverage insurance thereon for the full insurable value thereof, subject to such deductibles, however, as FDR may determine . FDR may, with the consent of the City, which consent shall .not be unreasonably withheld, elect to self-insure such risks . In the event of a casualty loss, FDR, or the then owner of the damaged property, as appropriate, shall reconstruct such improvements, or, alternatively, shall escrow sufficient funds to amortize the outstanding TIF Bonds or Additional TIF Bonds, as the case may be, issued with respect thereto; and . 5 Not protest the real estate assessed value below the amount set forth in Section 3 . 3 above as to the Phase One Redevelopment Agreement 0216713.C7. Revised May 12, 1997 15 V Property, or as to any additional stipulated value as to any other phase of the FDR Property in any new redevelopment plan or any amendment to the Redevelopment Plan. The obligations of FDR under Section 3 . 6 shall only apply to FDR so long as FDR owns the property referred to therein, and upon conveyance of such property by FDR, such obligations shall become the obligations of such successor owner only. 3 . 7 University Property Improvements . The parties hereto agree that the University Property shall be developed so that it is compatible with the FDR Property in appearance . The parties agree that this Agreement shall be recorded prior to the time the University acquires title to the University Property, and as such, the University Property shall be conveyed to the University by FDR subject to the terms and conditions hereof including all zoning regulations referred to on the attached "Exhibit "L" and the Site Plan requirements in Section 6 . 1 below. 3 . 8 Easement for Utility Service . FDR shall grant to City, or to any utility furnishing utility services, without charge, easements through and across the FDR Property for installation of any utility services to be installed by the City or by such utility that are not to be located in public rights-of-way, and such temporary construction easements as are reasonably necessary for installation of Public Improvements . All such easements shall be located in areas to be determined by FDR in its discretion. 3 . 9 Penal Bond. FDR shall provide City with a penal bond as required by § 18-2151 of the Community Redevelopment Law. Section 4 . OBLIGATIONS OF NRD. The NRD agrees to perform the following duties and obligations : 4 . 1 Maintenance of Little Papillion Creek. The NRD, at its own cost and expense, will continue to maintain those portions of the Little Papio Creek Channel Project rights-of-way which are owned by the NRD and abut the Project Property, the Future Trust Property and the Arboretum Property (excluding, however, those portions of such NRD rights-of-way which are occupied by the County' s bicycle and pedestrian trail) . Such maintenance by the NRD will include, without limitation, regular mowing, erosion control, weed control, and removal of volunteer trees . Such maintenance will be performed in such manner and at such times as the NRD determines necessary and consistent with generally recognized engineering practices for flood control projects and in accordance with the NRD' s obligations to maintain the Little Papio Creek Channel Project pursuant to its separate agreements with the County. Redevelopment Agreement 0216713.07: Revised May 12, 1397 16 `'ter 4 . 2 Acceptance of Title to Property. NRD agrees that it will accept title to the Outlots and that such Outlots shall be incorporated by NRD into the Papio Creek Trail system, and further that it will permit the City to construct thereon, as part of the Public Improvements, trail connections from the Trail to the public sidewalks abutting the Outlots . 4 . 3 Grant of Easements . NRD shall grant to FDR, pursuant to an easement agreement acceptable to the NRD and FDR, permanent easements over the Little Papillion Creek to maintain and use the existing vehicular bridge and the pedestrian bridge at the location shown on the attached Exhibit "0" , and will further grant to FDR an additional easement to install, maintain and use an additional pedestrian bridge over the Little Papillion Creek in the approximate location shown on Exhibit "0" . Section 5 . OBLIGATION OF FUTURE TRUST. Future Trust agrees to perform the following duties and obligations : 5 . 1 Future TIF Bonds . The City may, in the future, as allowed by the Redevelopment Laws, issue and sell tax increment financing bonds secured by the excess ad valorem taxes on the Future Trust Property and the Arboretum Property ( "Future Trust TIF Bonds" ) . These Future Trust TIF Bonds shall be in a principal amount determined by the City, to be reasonably amortizable over the life of the Future Trust TIF Bonds being issued. In the event Future Trust TIF Bonds are to be issued, the City will prepare an Amended Redevelopment Plan (the "Amended Redevelopment Plan" ) covering the property that is to be improved. The City and the then owner of the property that is to be included in the Amended Redevelopment Plan will execute such additional redevelopment agreements as are necessary to provide for the issuance of such Future Trust TIF Bonds, use of the net proceeds thereof, establishment of division dates for determination of excess tax revenues, and such other terms and conditions upon which the parties may agree . For purposes of issuing Future Trust TIF Bonds only, the parties hereto agree that any additional redevelopment agreement, or any amendment to this Agreement, need be executed by only the City and the then owner of the portion of the real property being improved, so long as such additional agreement or amendment does not attempt to modify or amend portions of this Agreement that apply to other parties . 5 . 2 Agreements Regarding Future TIF Financing. In the event the City determines to issue Future Trust TIF Bonds, then while any such Future Trust TIF Bonds are outstanding, Future Trust or the then owner of any portion of the Future Trust Property, or the Arboretum Property, as applicable, shall, as to such Property, or the portion thereof that is included in the Future Trust TIF Bond issue : Redevelopment Agreement 0216713.07: Revised '•lay 12, 1997 17 4 . 1 Pay all real estate taxes before delinquency; . 2 Not to seek an exemption from ad valorem real estate taxation of any part or all of such property, nor convey any of such property, or a portion thereof (other than as permitted by this Agreement) , to any entity which would cause the property involved, and any improvements thereon, to be exempt from full ad valorem real estate taxation; . 3 Not lease such Property, or portion thereof, to any entity which would cause the improvements thereon to be taxed separably and diminish the full ad valorem real estate tax value . . 4 Maintain fire and extended coverage insurance thereof for the full insurable value thereof, subject to such reasonable deductibles, however, as Future Trust shall determine. In the event of casualty loss, Future Trust, or the then owner of the damaged property, as appropriate, shall reconstruct such improvements, or, alternatively, shall escrow sufficient funds to amortize the outstanding Future Trust TIF Bonds, as the case may be, issued with respect thereto; and . 5 Not protest the real estate assessed value below the stipulated value set forth in any amendment to this Agreement . The obligation of Future Trust under this Section 5 . 2 shall apply to Future Trust so long as Future Trust owns the property that is subject to such Future Trust TIF Bonds, and upon conveyance of such property by Future Trust, such obligation shall become the obligations of such successor owner only. 5 . 3 Grant of Easements . Future Trust shall grant to City from time to time, as City may request, temporary and permanent easements over, under and upon the Future Trust Property for the purpose of constructing, installing, maintaining and repairing utility lines to be located on the Ak-Sar-Ben Property as shown on the Utility Relocation and Installation Plan attached as Exhibit "G" . Such easements shall be granted pursuant to the Form of Easement Agreement attached hereto as Exhibit "P" , and shall be granted without charge to the City. 5 .4 Conveyance of Outlot Three . Immediately after acquisition of the Future Trust Property by Future Trust, Future Trust agrees that it will donate, or cause to be donated, to the NRD, fee simple title to Outlot Three (3) . Such conveyance shall be without charge to the NRD and by Special Warranty Deed, free and Redevelopment Agreement 0216713.07: Revised May 12, 1997 18 t..., 6 • l� clear of all encumbrances, except those that do not adversely effect use of such Outlot as a part of the Papio Creek Trail . Section 6 . DEVELOPMENT PLAN. 6 . 1 Development Plan. The parties hereto acknowledge that FDR and the University are developing a business and education campus on the Project Property and that this location was selected because of its compatibility for such development . As such, it is critical to such development that the Project Property and the Future Trust Property be used and developed in a manner that is compatible with the business and education campus concept as planned by FDR and the University. To carry out this intention, the parties hereto agree that the Project Property and the Future Trust Property shall be developed in accordance with the Site Plan attached hereto as Exhibit "0" (the "Site Plan" ) , with the terms and conditions of this Agreement, and in compliance with applicable City zoning and subdivision regulations, except as may be otherwise permitted by this Agreement . It is intended that the Site Plan be a general schematic of the Project Property and the Future Trust Property, and that it may be modified from time to time for good and 'sufficient reasons, provided, however, that any such modification made within thirteen (13) years from the date hereof, insofar as it affects any portion of the University Property or the Future Trust Property, shall only be made with the prior written consent of FDR, or the then owner of the Property to be known as Lot Four (4) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted, and recorded, Douglas County, Nebraska. The consent by FDR shall not be unreasonably withheld so long as the proposed modifications of the Site Plan comply with the terms and conditions of the Site Development Regulations (as hereinafter defined) , and the Mixed Use District Regulations, as the same may be amended pursuant to Chapter 55 of the City of Omaha Municipal Code (the "City Code" ) , and any covenants applicable to the Future Trust Property. Notwithstanding the foregoing, FDR, or any Affiliated Corporation of FDR (as defined in Section 7 . 16 below) may, as to any portion of the Project Property owned by it : . 1 So long as the Site Development Regulations referred to in Section 6 . 3 are not violated, alter the size, location, physical shape and exterior dimensions of any building or other site improvement shown on the Site Plan. . 2 So long as the Site Development Regulations referred to in Section 6 . 3 are not violated: (a) increase or reduce the number of buildings or any other site improvement on any platted lot; or (b) add buildings or site improvements on any platted lot that are not shown on the Site Plan. Redevelopment Agreement 0215713.07: Revised May 12, 1997 19 . 3 So long as the parking requirements set forth in Section 6 . 5 hereof are not violated, alter the size, location, and design of off-street parking areas shown on the Site Plan. 6 . 2 Existing Improvements . Attached hereto as Exhibit "0" is the Site Plan showing existing improvements to the Future Trust Property. These improvements shall be considered "lawful non- conforming structures" under the provisions of Section 55-864 of the City Code, for purposes of application of the Site Development Regulations set forth in Section 6 . 3 below, and, notwithstanding any provision in this Agreement or the City Code that may be to the contrary, such structures shall be subject to all restrictions on lawful non-conforming structures contained in said Section 55-846 . 6 . 3 Site Development Regulations . Except as may be permitted in this Agreement, the property to be known as Lots One (1) through Ten (10) , inclusive, and Outlots One (1) , Two (2) and Three (3) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska, which includes all of the Project Property and the Future Trust Property, shall be developed in accordance with the site development regulations identified on Exhibit "L" (the "Site Development Regulations") . So long as the Site Development Regulations are not violated, the owner of any of the property subject to such regulations may revise lot lines, or combine or divide lots, and the City, by administrative subdivision, may grant any such revisions, combinations or divisions . 6 . 4 Zoning. All of the property to be known as Lots One (1) through Ten (10) , inclusive, and Outlots One (1) , Two (2) and Three (3) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska, which includes all of the Project Property and the Future Trust Property, shall be zoned Mixed Use under the City Code, and only those uses shall be permitted thereon as set forth in the Mixed Use District Regulations . All uses of such property on or after the date hereof shall be in compliance with such Mixed Use District Regulations . Notwithstanding any prior use of such property, there shall be no non-conforming uses thereon after the date hereof, and the provisions of the City Code regarding non- conforming uses in § 55-865 shall not apply. 6 . 5 Parking. Parking shall be provided that complies with the minimum off-street requirements of the City Code applicable to the particular use type proposed for such property. Existing parking on the Future Trust Property shall be deemed adequate for existing uses of the Future Trust Property in existing facilities . 6 . 6 Landscaoing. Landscaping will be installed that complies with the minimum requirements of the City Code applicable to Redevelopment Agreement 0216713.07. Revised May 12, 1997 20 General Office ( "GO" ) Zoning. Future Trust shall not be required to modify or change its existing landscaping on the Future Trust Property so long as the existing structures are not materially modified and so long as new structures are not constructed thereon. In the event of a material modification of an existing structure or construction of a new structure on the Future Trust Property, Future Trust shall comply with the requirements of §55-712 (c) the City Code regarding landscaping. 6 . 7 Signage . All signage located on the Project Property and the Future Trust Property shall comply with the requirements of the City Code applicable to GO zoning; provided, however, that signs on the Future Trust Property that do not comply with the requirements of GO zoning and that are in existence as of the date of execution of this Agreement may remain on the Future Trust Property in their present location; and provided further, however, that the existing electronic message sign located on the FDR Property in the vicinity of 72nd and Pacific Streets shall be relocated by Future Trust to a location on the Future Trust Property as described in Exhibit "O" . Permission to maintain such signs shall terminate upon the removal , relocation, modification or destruction of any such sign, whereafter each such sign shall be required to comply with the requirements of the City Code applicable to GO zoning. 6 . 8 No Gambling. The parties agree that no gambling or wagering of any kind shall be permitted within the Ak-Sar-Ben Property, except existing keno and simulcast operations as may be expressly permitted under the Declaration (defined in Section 7 . 20 below) . Section 7 ... MISCELLANEOUS PROVISIONS . 7 . 1 Equal Employment Provisions . Attached hereto as Exhibit "Q" are the equal employment provisions of this Agreement, wherein FDR, University and Future Trust are referred to as the "Contractor" with respect to the property to be owned by each. 7 . 2 Nondiscrimination. No party to this Agreement shall, in the performance of this Agreement, discriminate or permit discrimination in violation of any applicable federal or state laws or local ordinances because of race, color, sex, age, disability, political or religious affiliations, or national origin. 7 . 3 Captions . Captions used in this Agreement are for convenience and are not to be used in the construction of this Agreement . 7 . 4 Compliance with Law. Each party hereto shall perform its obligations under this Agreement in accordance with all existing and applicable City ordinances, resolutions, state laws, federal Redevelopment Agreement ^21E713.07: Revised May 12, 1997 21 laws, and all existing and applicable rules and regulations . Nebraska law will govern the terms and performance under this Agreement . 7 . 5 Section 8 . 05 of Home Rule Charter. Pursuant to Section 8 . 05 of the Home Rule Charter, no elected official or any officer or employee of the City shall have any financial interest, direct or indirect, in any City contract . Any violation of this section with the knowledge of the person or corporation so contracting with the City shall render the offending contract voidable by the City Council . City and Future Trust acknowledge and agree that one member of the Board of Directors of Future Trust may be appointed by the City as the City' s representative on the Future Trust Board. Such member shall be appointed by the Mayor of the City, with the approval of the City Council . The term, appointment, qualifications and other requirements of such member shall be as set forth in the Articles and By-Laws of Future Trust as the same may be amended from time to time . In the event that the City finds that any amendment to the Articles or By-Laws of Future Trust is unacceptable, the City may withdraw from participation in the Board of Directors of Future Trust . 7 . 6 No Merger. This Agreement shall not be merged into any other oral or written contract, lease, or deed of any type delivered in connection herewith unless otherwise specifically agreed. 7 . 7 Amendment in Writing. No agent, employee, or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties . 7 . 8 Multiple Counterparts . This Agreement may be executed by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument . 7 . 9 Administrative Amendments . The parties hereto recognize that certain administrative amendments may need to be made to this Agreement in order to carry out the intent of this Agreement and the Downtown Northeast Redevelopment Plan. In that regard, the parties hereto hereby nominate the following individuals, or their successors, to be their respective authorized representatives, acting in their specific capacities, to execute any such administrative amendments to this Agreement on their behalf : For the City: The Mayor For FDR: The President of FDR Redevelopment Agreement 0216713.07: Revised May 12, 1997 22 For University: The President of the University For Future Trust : The Chairman of Future Trust For RecCo : The Chairman of RecCo For County: Chair of the County Board For NRD: General Manager The parties hereto recognize that any such amendments to this Agreement negotiated and executed by the parties' respective representatives, other than those defined in §18-2117 of the Community Development Law, shall be considered and treated as administrative in nature and not as a legislative amendment to this Agreement or the Ak-Sar-Ben Business & Education Campus Redevelopment Plan. However, amendments of the following types shall be referred to the City Council for approval : . 1 Those that materially alter or reduce existing • public rights-of-way or similar areas or structures otherwise available for public use or access; . 2 Those that require the expenditure of $75, 000 or more of City funds above the levels contained in this Agreement; and . 3 Those that increase City loans, bonded indebtedness, deferred payments of any type, or other financial ' obligations above the levels contained in this Agreement . 7 . 10 Delegation of FDR' s Duties . FDR shall have the right to delegate some or all of FDR' s duties hereunder to anyone FDR believes to be creditworthy, qualified, and capable of performing the duties delegated to it . FDR shall give the City reasonable prior notice and information concerning the identity, creditworthiness, and qualifications of any party to whom FDR delegates any of its duties hereunder. FDR shall also provide the City with a true and complete copy of documentation evidencing such 'a delegation of duties promptly after it has been executed by the parties hereto. • 7 . 11 Remedies . The parties understand and agree that with respect to the various obligations of the parties hereunder, time is of the essence, and in the event that any party hereto shall fail or refuse to carry out any of its obligations under this Agreement or otherwise violate the terms of this Agreement, the remaining parties hereto would have no adequate remedy at law. Therefore, the parties hereto shall be entitled to enforce the obligations of any defaulting party under this Agreement pursuant Redevelopment Agreement 0215713.07: Revised May 12, 1997 23 1 • to all available equitable remedies, including, but not limited to, specific performance, injunction, and mandamus . 7 . 12 Survival . All of the obligations, warranties, and indemnities of the parties to this Agreement shall survive all conveyances of real estate required pursuant to this Agreement . 7 . 13 No Reliance on Others. Except for any specific representations and warranties set forth in this Agreement, each party hereto agrees that it is relying on its own opinions, estimates, studies, and information with regard to such party' s respective obligations under this Agreement and no party hereto or its agents or contractors shall be responsible or liable for estimates or opinions of costs given to other parties in connection herewith. 7 . 14 Legal Opinions. Each party to this Agreement shall deliver to the other parties to this Agreement the legal opinion of its respective counsel, in form and substance reasonably satisfactory to the other parties hereto, which opinions shall be to the following effect as indicated for that respective party: . 1 In the case of the City: . 1 That it is duly created and validly existing body corporate and politic and a city of the metropolitan class of the State of Nebraska; . 2 That the execution, delivery, and performance of this Agreement by it has been duly authorized and approved by all necessary governmental action required to be obtained or taken by it and that this Agreement and any agreements, documents, or commitments executed or delivered pursuant hereto are the legal, valid, and binding obligations of it, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and other similar laws affecting the enforcement of • creditors' rights generally and principles of equity; .3 That the approval, execution, delivery, and performance by it of this Agreement and any agreements, documents, or commitments executed or delivered pursuant hereto do not and will not violate or breach (i) any other oral or written agreement to which it is bound, (ii) the City ordinances, the City Charter, the Nebraska statutes governing the rights and authority of cities of the metropolitan class or the Constitution of the State Redevelopment Agreement 0216713.07: Revised May 12, 1997 24 of Nebraska, or (iii) to the best of counsel' s knowledge any other laws, statutes, rules, regulations, judgments, or orders applicable to it ; and . 4 That the Redevelopment areas described in the Redevelopment Plan and identified in this Agreement are or will be properly zoned for the uses and purposes set forth in this Agreement and that there are no design or construction requirements, other than those set forth specifically in this Agreement, applicable under the proposed zoning thereof that are not applicable generally to development of other areas of the City with the same zoning classifications . . 2 In the case of FDR, Future Trust and RecCo : . 1 That it is duly organized, validly existing, and in good standing under applicable laws; . 2 That the execution, delivery, and performance of this Agreement by it has been duly and validly authorized and approved by all necessary corporate or company action required to be obtained or taken by it and that this Agreement and any agreements, documents, or commitments executed or delivered pursuant hereto are the, legal, valid, and binding obligation of it, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting the - enforcement of creditors' rights generally - and principles of equity; and . 3 That the approval, execution, delivery, and performance by it of this Agreement, and any agreements, documents, or commitments executed or delivered pursuant hereto do not and will not violate or breach (i) any other oral or written agreement to 'which it is bound, (ii) its organizational documents (Articles or Certificate • of Incorporation, Bylaws, Certificate of Organization, or Operating Agreement, as the case may be) , or (iii) to the best of counsel ' s knowledge, any other ordinances, laws, statutes, rules, regulations, judgments, or orders applicable to it . . 3 In the case of the County and the University: Redevelopment Agreement 0215713.07: Revised May 12, 1997 25 . 1 That it is duly created and validly existing body corporate and politic under the laws of the State of Nebraska; . 2 That the execution, delivery, and performance of this Agreement by it has been duly authorized and approved by all necessary governmental action required to be obtained or taken by it and that this Agreement and any agreements, documents, or commitments executed or delivered pursuant hereto are the legal, valid, and binding obligations of it, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and principles of equity; . 3 That the approval, execution, delivery, and performance by it of this Agreement and any agreements, documents, or commitments executed or delivered pursuant hereto do not and will not violate or breach (i) any other oral or written agreement to which it is bound, (ii) the Nebraska statutes governing the rights and authority of such body or the Constitution of the State of Nebraska, or (iii) to the best of counsel' s knowledge any other laws, statutes, rules, regulations, judgments, or orders applicable to it; and .4 Such opinions shall be delivered by and to the respective parties hereto on or before the date in which title to the Project Property is acquired by the City pursuant to Paragraph 1 . 1 above. 7 . 15 Planning Department Letter. The Planning Department of the City will deliver to Future Trust a letter stating, in substance and form reasonably satisfactory to Future Trust, that the mixed use zoning regulations attached to this Agreement as Exhibit "L" will permit Future Trust to conduct on the Future Trust Property all lawful activities that were conducted thereon as of the date of execution of this Agreement . 7 . 16 Assignment . FDR may assign and transfer any of its rights or duties hereunder to any affiliated corporation without the consent of any party hereto. Other than as provided at Section 3 . 6, such assignment shall not relieve FDR of its obligations hereunder. As used herein, the term "affiliated corporation" means any corporation that owns or is owned by FDR, or any corporation that is owned by the same corporation as owns FDR. As used herein, the term "owns" or "owned" means ownership of more than fifty Redevelopment Agreement 0216713.07: Revised May 12, 1997 26 ` ,2' percent (50%) of the issued and outstanding voting common stock of any such corporation. Future Trust may assign or transfer any of its rights or duties hereunder to any corporation that is owned by Future Trust or is controlled by the Future Trust Board. No other assignment by any party of this Agreement or any of the rights or obligations hereunder shall be permitted without the prior written consent of the other parties hereto. 7 . 17 Delays . FDR and University shall not be liable to any party hereto for actual, direct, indirect or consequential damages suffered or incurred as the result of delays in completion of the improvements to be constructed by each of them proximately caused by External Causes (as defined below) . In addition, to the extent any party hereto is prevented or delayed in timely performing its obligations hereunder due to External Causes, its performance shall be excused for so long as any such External Causes stand as an impediment to such performance and the amount of time for such party to fulfill its obligations under this Agreement shall be extended for a like period of time . However, the party whose performance hereunder is thus impeded shall use reasonable efforts to eliminate or overcome such delays . If the City or FDR is delayed in the performance of its obligations hereunder due to External Causes, then the other party shall be entitled to an extension for a like period of time for performance of its obligations reasonably related to the obligations the performance of which is delayed by External Causes . As used herein, the term "External Causes" shall mean litigation or other legal proceedings, including administrative governmental actions or enforcement proceedings brought by someone else against any of the parties hereto or either or both of the Projects, or war, insurrection, natural disaster, unusual weather conditions, acts of God, strikes or other labor disturbances, or latent defects in the conditions of any of the Project Property. 7 . 18 Cooperation and Coordination. The parties hereto shall cooperate with each other and seek to coordinate their respective demolition, utility relocation, removal, and construction activities hereunder so as to minimize to the extent reasonably practical the costs of such work for both parties and to accommodate the construction by the University and FDR; provided that the foregoing shall not be construed to permit or require that FDR or the University consent to any delays or extensions of the times set forth herein for the City to commence or complete its obligations under this Agreement . 7 . 19 Severability. In the event any clause or provision in this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, or by other governmental authority with jurisdiction thereof, the remaining portion of this Agreement shall not be affected thereby. The parties hereto agree that, in lieu of such illegal, invalid or unenforceable clause or Redevelopment Agreement 0216713.07: Revised May 12, 1997 27 i provision, a provision that is legal, valid and enforceable, with as substantially similar terms as possible, shall be inserted in place thereof . 7 . 20 Redevelopment Covenants . Concurrently with the execution of this Agreement, City, FDR and Future Trust are executing a "Declaration of Covenants and Restrictions for the Ak- Sar-Ben Business & Education Campus, Omaha, Douglas County, Nebraska, " (the "Declaration" ) which Declaration will be filed with the Register of Deeds of Douglas County, Nebraska, and which Declaration involves the Project Property and the Future Trust Property. 7 . 21 Waiver. The parties hereto agree that, notwithstanding any sale or lease of any portion of the Ak-Sar-Ben Property after the date hereof, the Redevelopment Plan may be modified or amended by the City without the Consent of any other party or any successor or assign of such party, unless such amendment will materially and adversely affect such party' s rights under this Agreement or otherwise, or unless such amendment involves property owned by such party. To the extent §18-2117, Nebraska Revised Statutes, as amended, may provide to the contrary, any rights under such statute are waived by the parties hereto. 7 . 22 Release, Wavier of Claims and Indemnity. FDR, Future Trust, County and RecCo acknowledge that City is acquiring and conveying the Ak-Sar-Ben Property for the purpose of facilitating the conveyance of such Property to FDR and Future Trust under the Redevelopment Laws solely pursuant to the Project Agreement and the Supplemental Agreement, and that all proceeds of the sale of the Project Property will be paid to the County and RecCo. As such, FDR, Future Trust, County and RecCo, and their respective successors and assigns hereby release City from any and all claims, causes of action, damage or liability of any nature arising from the condition of the Ak-Sar-Ben Property or any title defect in such Property other than any such condition or title defect caused or created by City. This release shall not in any manner release, in whole or in part, amend or modify the liability or obligations of any party under the Project Agreement or the Supplemental Agreement . To the extent permitted by law, County and RecCo, jointly and severally, agree to indemnify City, and its officers, employees and agents from any and all claims, causes of action, damages and liability of any nature arising from the City' s acquiring and conveying such Property, or the condition thereof, other than any such claims, causes of action, damages and liability arising from the act or omission of City Section 8 . NOTICES . Any notice, demand, consent, or approval required or permitted to be given by this Agreement shall be in writing and either sent by United States certified mail, postage prepaid, or hand delivered to the other party at the Redevelopment Agreement 02.16713.07: Revised May 12, 1997 28 following address or at such other address as the party may specify by notice given in like manner. City: City of Omaha Omaha City Attorney Omaha/Douglas Civic Center 1819 Farnam Street Omaha, Nebraska 68182 FDR: Steven F. Stratman, Esq. First Data Resources, Inc . 10825 Farnam Drive C-43 Omaha, Nebraska 68154 With copy to: P. Scott Dye, Esq.• Baird, Holm, McEachen, Pedersen Hamann & Strasheim 1500 Woodmen Tower Omaha, Nebraska 68102 Future Trust : Kenneth E. Stinson, Chairman • Ak-Sar-Ben Future Trust 1000 Kiewit Plaza Omaha, Nebraska 68131 With copy to : Kermit A. Brashear, Esq. ' Brashear & Ginn 800 Farnam Plaza ;1623 Farnam Street • Omaha, Nebraska 68102 County: Douglas County • County Attorney' s Office Omaha/Douglas Civic Center 1819 Farnam Street, #909 Omaha, Nebraska 68183 RecCo: Douglas County County Attorney' s Office Omaha/Douglas Civic Center 1819 Farnam Street, #909 Omaha, Nebraska 68183 • NRD: Papio-Missouri River Natural Resources District 8901 South 154th Street Omaha, Nebraska 68138 Redevelopment Agreement 0216713.07: Revised May 12, 1997 29 •.t Section 9 . TERMINATION AND DEFAULT. 9 . 1 Termination Prior to Acquisition of Property. The parties hereto acknowledge that the City will acquire the Ak-Sar- Ben Property from the County and from RecCo pursuant to the terms of the Project Agreement (as to the Project Property) and the Supplemental Agreement (as to the Future Trust Property and the Arboretum Property) . In the event, for any reason, the County and RecCo do not convey title to the Ak-Sar-Ben Property to the City as provided therein and as a result thereof, FDR has no further obligation to purchase the same, this Agreement shall be deemed terminated concurrently therewith. Effective upon such termination, the Redevelopment Plan shall be deemed terminated, and the approval of the LB830 Application by the City Council shall be deemed rescinded. In such event, the City shall be relieved of its obligation to pay for grading as provided in Section 3 . 2 hereof, but shall pay for all other expenses it has incurred with respect thereto, including all amounts due Lamp, Rynearson & Associates, Inc . under their contract referred to in Section 1 . 7 above. County and RecCo acknowledge that in the event of such termination, County and RecCo shall remain liable under Section 3 . 9 of the Project Agreement to reimburse FDR for demolition costs as provided therein, and each hereby reaffirm such reimbursement obligation. 9 . 2 Failure of FDR to Meet Certain Commitments After Acquisition of Property. If, after FDR acquires title to the Project Property from the City, FDR fails or refuses : (1) to construct the improvements referred to in Section 3 . 3 of this Agreement, or (2) to meet the minimum investment obligation referred to in Section 3 . 5 . 2, or (3) to meet the minimum employment obligation referred to in Section 3 . 5 . 3 (determined, however, for purposes of this Section 9 . 2 only, based upon the requirements of the Quality Jobs Act (Neb. Rev. Stat . §77-4901 et seq. , and FDR' s agreement thereunder) , the City may specially assess the FDR Property and the University Property for the cost of those Public Improvements referred to in Section 1 . 7 . 1 and 1 . 7 . 2 of this Agreement (reduced, however, by the cost of any such Public Improvements financed through the issuance of TIF Bonds) , provided, however, that only those Public Improvements referred to in those Sections which are ordinarily and customarily specially assessed by the City against abutting and benefited property in connection with street and sewer improvements shall be included in any assessment of the FDR and the University Property, and the amount assessed and the method of payment shall be determined in the same manner. Without limiting the generality of the foregoing, the cost of the Pacific Street improvements, any costs of construction of any intersection improvements, traffic signalization, and bridge construction shall not be included in any special assessments . Any such Special assessment shall be an obligation of the assessed property involved and not an obligation of FDR or the University. Other than as specifically set forth herein, the Public Redevelopment Agreement 0216713.07• Ravised May 12, 1997 30 Improvements shall not be specially assessed as provided in Section 1 . 15 above . 9 . 3 Other Default . After acquisition of the Project Property by FDR, no default by any party hereto shall result in a termination of this Agreement . In the event of any default, other than a default referred to in Section 9 . 2 the remedies therefor shall be as provided in Section 7. 11 above. Section 10 . EXHIBITS . The exhibits attached to this Agreement and referred to herein are part of this Agreement and are incorporated herein by reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth beneath their respective signatures, the latter of which shall be considered the date of this Agreement for reference purposes . CITY OF OMAHA • Attest : By: Title : Mayor of the City of Omaha By: Date : City Clerk Approved as to Fo By • Assis n ity A orney . Redevelopment Agreement 0216713.07: Revised May 12. 1997 31 t� . FIRST DATA RESOURCES INC. By: Title : President Date : AK-SAR-BEN FUTURE TRUST By: _ Title : President Date : PAPIO-MISSOURI RIVER NATURAL RESOURCES DISTRICT • By: Title : Date : DOUGLAS RECREATION CORP. By: Title : Date : DOUGLAS COUNTY, NEBRASKA By: Title : Chair, County Board Attest : Date : By: County Clerk Redevelopment Agreement 0236713.07: Revised May 1/. 1997 32 Y • ACKNOWLEDGEMENTS City STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of , 1997, by The Honorable Hal Daub, who is the Mayor of the City of Omaha, Nebraska, on behalf of the City. Notary Public My Commission expires : FDR STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of , 1997, by , President of First Data Resources Inc, a Delaware corporation, on behalf of the corporation. Notary Public My Commission expires : __ • Future Trust STATE OF NEBRASKA ) ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of , 1997, by , President of Ak-Sar-Ben Future Trust, a Nebraska non-profit corporation, on behalf of the corporation. Notary Public Redevelopment Agreement 0216713.07: Revised May 12, 1997 33 NRD STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of , 1997, by , the of Papio-Missouri River Natural Resources District, on behalf of the District . Notary Public My Commission expires : RecCo STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of , 1997, by , President of Douglas Recreation Corp. , a Nebraska non-profit corporation, on behalf of the corporation. Notary Public My Commission expires : County STATE OF NEBRASKA ) ss . COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of , 1997, by , who is the Chair of the County Board of Douglas County, Nebraska, on behalf of the County. Notary Public My Commission expires : Redevelopment Agreement 0216713.07: Revised May 12, 1997 34 • ;L�� Exhibit "A" Pro-lect Property Lots One (1) through Eight (8) , inclusive, and Outlots One (1) and Two (2) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska. • Exhibit "A-1" University Property Lots One (1) , Two (2) , and Three (3) , Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, and recorded, Douglas Count Nebraska. platted g Y� Exhibit "A-2" FDR Property • Lots Four (4) through Eight (8) , inclusive, Ak-Sar-Ben Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska. Exhibit "B" Future Trust Property and Arboretum Property Future Trust Property: Lots Nine (9) and Ten (10) , and Outlot Three (3) , Ak-Sar-Ben • Business & Education Campus, an addition to the City of Omaha, as surveyed, platted and recorded, Douglas County, Nebraska. Arboretum Property: • All of that certain tract lying in Sections 25 and 36, Township 15 North, Range 12 East of the 6th Principal Meridian in the City of Omaha, County of Douglas, State of Nebraska, more particularly described as follows : Beginning at the southeast corner of the SW 1/4 of me SW 1/4 of Section 25: thence North 89 degrees 55 minutes 55 seconds West along the South'line of the said SW 1/4 of the SW 1/4 of Section 25 which is also the northerly R.O.W. line of vacated Bancroft Street for a distance of 460.78 feet to a point: thence North 16 degrees 19 minutes 53 seconds East for a distance of 244.67 feet to a point of curvature that is 234.90 feet north and 98.22 feet east of the lost point; thence along the arc of a circular curve to the right for distance of 225.18 feet, having a radius of 319.04 feet. a chord length of 220.54 feet and a bearing of North 36 degrees 33 minutes 06 seconds East to o point on the southerly R.O.W. line of West Center Rood; thence North 66 degrees 40 minutes 51 seconds Eost along the said southerly R.O.W. line of West Center Road which is not tangent to the last described curve for o distance of 33.48 feet to a point; thence South 76 degrees 35 minutes 09 seconds East along the said southerly R.O.W. line of West Center Rood for a distance of 118.07 feet to a point; thence North 70 degrees 42 minutes 40 seconds East along the said southerly R.O.W. line of West Center Road for a distance of 120.11 feet to a point on the Eost line of the said SW 1/4 of the SW 1/4 or the West line of the SE 1/4 of the SW 1/4 of Section 25 which is 438.05 feet north of the said southeast corner of the SW 1/4 of the SW 1/4; thence North 70 degrees 42 minutes 51 seconds East along the said southerly R.O.W. line of West Center Roac for a distance of 293.57 feet to a point: thence North 61 degrees 03 minutes 51 seconds East along the said southerly R.O.W. line of West Center Rood for a distcnce of 425.54 feet to a point of intersection with the southwesterly property line of the Chicago and Northwestern Railroad (C & NW RR); thence along the arc of o circular curve to the left for a distance of 497.41 feet. having a radius or 5739.05 feet. a chord length of 497.26 feet and bearing of South 30 degrees 29 minutes 53 seconds East on the said southwesterly property line of the C & NW RR to a point of tangency; thence South 32 degrees 58 minutes 52 seconds East along the said southwesterly property line of the C• & NW RR for a distance of 37:196 feet to a point on the South line of the SE 1/4 of the SW 1/4 of Section 25 o• the North line of the NE 1/4 of the NW 1/4 of Section 36 and 218.76 feet wes: of the northeast corner of said NE 1/4 of the NW 1/4 of Section 36; thence continuing South 32 degrees 58 mint,tes 52 seconds East along the said southwesterly property line of C & NW RR for a distance of 404.66 feet to a point on the East line of the said NE 1/4 of the NW 1/4 or the West line of the NW 1/4 of the NE :/4 of Section 36 and 339.70 feet south of said northeast corner of the NE 1/4 of the NW 1/4 of Section 36; thence continuing South 32 degrees 58 minutes 52 seconds East along the said southwesterly property line of the C & NW RR for a cistance of 528.74 feet to a point of intersection with the northwesterly property line of the Little Papillion Creek; thence South 25 degrees 09 minutes 49 seconds West along said northwesterly property line of the Little Papillion Creek for a distance of 146.67 feet to a point: thence South 2 degrees 05 minutes 45 seconds East along the westerly property line of said Little Popillion Creek for a distance of 101.15 feet to o point: thence South 18 degrees 15 minutes 45 seconds East long the said westerly property line of the Little Papillion Creek for a distance of 107.58 feet to o point; thence South 45 degrees 16 minutes 42 seconds East along the southwesterly property line of said Little Popillion Creek for a distcnce of 227.40 feet to a point on the westerly R.O.W. line of the Missouri Paci'ic Railroad (MO PAC RR); thence South 3 degrees 18 minutes 07 seconds west a ong said westerly MO PAC RR R.O.W. line for a distance of 40.39 to a point o^ the South line of the said NW 1/4 of the NC 1/4 of Section 36 which is 273.32 'eel west of the centerline of the said C & Nw RR; ' thence South 89 degrees 59 minutes 07 seconds West along the said South line of the NW 1/4 of the NE 1/4 of Section 36 far o distance of 417.72 feet to the southwest corner of the said NW 1/4 of the NE 1/4 or the southeast corner of the NE 1/4 of the NW 1/4 of Section 36: thence North 89 degrees 54 minutes 59 seconds (continued) • Exhibit "B" (Continued) Arboretum Property (Continued) : West along the South line of the said NE 1/4 of the NW 1/4 of Section 36 for a distance of 629.61 feet to a point on the east R.O.W. line of 67th Avenue; thence North 0 degrees 00 minutes 03 seconds West along the said east R.O.W. line of 67th Avenue for a distance of 29.77 feet to a point: thence South 89 degrees 52 minutes S7 West along the norte R.O.W. line of Spring Street for a distance of 390.33 feet to a point; thence North 0 dec•rees 25 minutes 55 seconds West for a distance of 329.15 feet to a pant: thence r forth 89 degrees 55 minutes 73 seconds West for a distance of 299.72 feet to the Wtst line of the said NE 1/4 of the NW 1/4 of Section 36 which is also the east R.O.W. line of 69th Street: thence North 0 degrees 16 minutes 48 seconds West along said West line of the NE 1/4 of the NW 1/4 of Section 36 and the east R.O.W. line of 69th Street for a distance of 959.25 feet to the Point of Beginning containing 2.496.579.3 Square I eel (57.314 Acres) more or less. and Commencing at the southwest corner of the NW 1/4 of the NE 1/4 of Section 36. lownship North, Range East of :-re 6th Principal Meridian in the City of Omaha. County of Douglas. State of Neo•oska: thence North 89 degrees 59 minutes 07 seconds East along the South I' re of the said NW 1/4 of the NE 1/4 of Section 36 for a distance of 570.52 feet •the Paint of Beginning being on the easterly R.G.W. line ul the: Missouri Pac':t Railroad; thence North 3 deuree:. IR minutes 07 seconds Last along the saic easterly K.O.W. fine of the Missouri Pacific Railroad for a distance of 157.26 feet to a point on the westerly property line of the Chicago and Northweste•^ Railroad: thence South 32 degrees 58 minutes 5? seconds Last along the said westerly properly line of the Cnicago and Northwestern Railroad for a distance of 18/.17 feet to a paint on the said South line of the NW 1/4 of the Ni. •/4 of Section 36 being 59.60 feet west of the centerline of the Chicago and Northwestern Railroad traces: thence South 89 dearecs 59 minute:: 0/ seconds Went along Said South line• of the NW 1/4 of the Nt 1/4 of Section 36 for a distance of 110.9? feet to the Point*of Beginning • containing 8,706.8 Square 1 ce: i0.700 Acres) more or less. Note. the two corners atone; tht C & NW Railroad were not set as they Ore in the r I ittle l•'apiftiem Creek a:: i:: most of this piece of property. Tafff Offices DERYL F. HAMANN J ER RO LO L. STRASH EIM 1,�t ^.1i `J^' ""APY L. SWICK GERALD P. LAUGHLIN EILr1�, C-IIlmf ��.ar i''EI I.�P1�) THOMAS O.ASi• JOHN S. 2EILINGER• &L. R.J. STEVENSON. j STEVEN M• MAUN GARY W. RAOII P�IPI'SE2'i, t'I2TIMT[YI �fT•FIr3' .2iTTt JILL R.ACKERMAN KENT O. LITTLEJOHN l BARBARA E. PERSON. MICHAEL G. LESSMANN IS00 WOOOM EN TOWER LAWRENCE E. KRITENBRINK ALEX M. CLARKE• • //{�,� L [� cp c CAROL C. KNOEP'LER• PRR SCOTT V�tttttlltt cZbrUSHFI 581132-n88 STEVEN D. DAVIOSCN PAUL DYE �" FRANK J. REIOA RICMARO J. PEDERSEN KELLY R. DAHL THOMAS E.JOHNSON CYNTHIA A. RISMILLER• MICHAEL L. SULLIVAN TELEPHONE 402 344-050O TIFFANY L. SEEVERS• OAVIO M. PEDERSEN• JULIE A. KN UTSON• WILLIAM G. DITTRICK FACSIMILE 402 344-0589 T. PARKER SCHENKEN• KIRK S. BLECHA• BRUCE R. GERHARDT• RONALD C.JENSEN• WRITERS DIRECT DIAL NUMBER SCOTT P. MOORE• JOHN R. HOLOENRIED• JOHN P. HEIL KURT U NE JON E.. BLUMENTHAL THAT STEVEN C. TURNER - JENNIFER L. GILG SHARON R. KRESHA (402)636.8218 JONATHAN R. BREUNING• • GARY N. CLATTERBUCK OETIPE3 KENNETH B. HOLM DENNIS E. PUTNAM CLEMENT B. PEDERSEN J. FOGLAND March 19 EDMUNO D. McEACI+EN TIMOTHY V. HAIGMT• , 1997 TERRENCE L. MICHAEL TRUDY S. BREDTHAUER - 'ALSO A7HI7T[p IN ICWw Via Hand Delivery Mrs. Mary Galligan Cornett = City Clerk — City of Omaha — T Omaha/Douglas Civic Center T_ CO '--` 1819 Farnam Street, Suite LC-1 -3 - < Omaha, Nebraska 68183 RE: Redevelopment Project Application Nebraska Redevelopment Act Dear Mrs. Cornett: Please consider this letter as the Project Application of our client, First Data Resources Inc., a Delaware corporation, and of the Companies that now are or hereafter become members of the same unitary group as defined in paragraph (a) below (collectively "FDR") under the Nebraska Redevelopment Act (§§ 58-501 et seq., Nebraska Revised Statutes). Pursuant to Section 58-505(3), FDR hereby submits the following information: (a) The exact name of the company and any related companies which will be included in the redevelopment project. In addition to First Data Resources Inc., one or more companies that are now or hereafter become members of the same unitary group as First Data Resources Inc. for purposes of Nebraska income taxation may also be involved in the redevelopment project. These companies include, but are not limited to the Companies described on the attached Exhibit "A", which is incorporated herein by this reference. As used herein, the term "FDR" shall mean First Data Resources Inc. and all such Companies that are now or hereafter become members of the same unitary group. • EXHIBIT C Mrs. Mary Galligan Cornett March 19, 1997 Page 2 After the acquisition by FDR of the property in the redevelopment project area, and the conveyance of certain portions thereof to the University of Nebraska (the "University") and the Papio-Missouri River Natural Resources District (the "NRD"), these entities will also be included in the redevelopment project. The University intends to construct on this property the Omaha. Institute of Information Service, Technology and Engineering. With the location of this facility adjacent to the FDR Buildings and cooperative education programs between FDR and the University, the University and FDR intend that a business and education campus be developed at the redevelopment project. (b) A statement describing in detail the nature of the company's business. including the products sold and respective markets. First Data Corporation, and the other Companies comprising the unitary group of Companies defined in Paragraph (a) of this letter, is a world leader in payment services. These companies process information and transactions, and offer back- office support for credit and debit card issuers; merchant and consumer payment services; debt collecting and accounts receivable management; mutual fund processing; health claims administration; data imaging and information management; and telecommunications. (c) A legal description of the project area. The project area is legally described on the attached Exhibit "B" which is incorporated herein by this reference. (d) A detailed narrative that describes the proposed redevelopment project. including an allocation of the proposed expenditures for site acquisition. site preparation. and buildings and improvement construction. equipment. and other personal property purchases and leases. With the goal of creating an integrated collaborative campus environment between FDR and the University, FDR and the University will each construct sizeable facilities as a part of the redevelopment project. The redevelopment project includes the construction by FDR of two office buildings containing a total of approximately 300,000 square feet, with associated parking areas, walks and drives included within the project area. As a result of the redevelopment project, the University will initially construct one building consisting of approximately 190,000 square feet. In addition, FDR will purchase additional computer equipment and computer peripheral equipment for the Data Center which is also located in the Redevelopment Area, and proposes to construct a security fence at Mrs. Mary Galligan Cornett March 19, 1997 Page 3 that location. FDR is acquiring the project area property. for $10,000,000.00. The present property owners have elected to have FDR perform the site preparation work in return for a credit of $2,500,000.00 against the purchase price. The proposed expenditures to be made by FDR in connection with the redevelopment project are as follows: Construction of Buildings and Improvements (Ak-Sar-Ben site) $30,000,000.00 Architect and Engineering Fees and Miscellaneous Site Work $ 5,000,000.00 Equipment and Other Personal Property (Ak-Sar-Ben site) $ 2,000,000.00 Equipment and Other personal property (Data Center) $21,500,000.00 Security Fence (Data Center) $ 2,000,000.00 PROPOSED. TOTAL EXPENDITURES $60,500,000.00 (e) A request that the proposed redevelopment project be considered for approval by such city or joint entity. • FDR hereby requests that the proposed redevelopment be considered for approval by the City of Omaha. (f) A copy of the company's internal authorization for the redevelopment project. A copy of the internal authorization by First Data Corporation for the redevelopment project is attached hereto as Exhibit "C", which is incorporated herein by this reference. (g) The number of base-year employees and the expected number of new employees, including the expected timing of the hiring of the new employees, the anticipated timing and anticipated amounts of new investment in buildings, equipment. and other real property and personal property and the average salaries expected bv category for the new employees to be employed at the redevelopment project. Mrs. Mary Galligan Cornett March 19, 1997 Page 4 Number of Base-Year Employees employed at the Redevelopment Project 1948 Expected Number of New Employees employed at the Redevelopment Project' 500 (all expected to be hired on or before 2001) Anticipated New Investment in: Buildings $37,000,000.00 Equipment $23,500,000.00 Other Real Property $10,000,000.00 Less credit for site preparation ($ 2,500,000.00) (all investment expected to be made on or before 2001) Average Expected Salaries for: Technical $45,000.00 Professional $34,000.00 • Operational $6 to $9 per hour Thank you for your consideration of this Project Application. If we can be of any assistance, or provide you with any additional information related to the Project, please do not hesitate to call. Ve y yours, P. Sc Dye FOR THE FIRM On behalf of the Applicant 1 This figure does not include anticipated employment outside the Redevelopment Project Area. It is anticipated that total new employment in Nebraska inside and outside the Redevelopment Area will be approximately 2000 jobs by the end of the year 2001. Mrs. Mary Galligan Cornett March 19, 1997 Page 5 cc: The governing body of each of the public bodies to whom notice is to be sent under the provisions of Nebraska Revised Statutes §58-505(1) Omaha Public Power District Robert Peters, Assistant Director, PIaning Department Ken Bunger, Deputy County Attorney 210517.03.218 F3181-1-6 Exhibit "A" • Companies See Attached Three Pages First Data Corporation & Subsidiaries Company Name . Identification Number First Data Corporation 47-0731996 First Data Resources Inc. 47-0535472 Eastern States Bankcard Association 13-2617701 Service Center, Inc. 52-0889570 FDR Limited 98-0122367 FDR Ireland Limited 98-0122365 - FDR Interactive Technologies Corp. 22-2915649 First Data Health Systems Corporation 56-0861394 First Data Investor Services Group, Inc. (formerly The Shareholder Services Group, Inc. ) 04-2871943 Integrated Payment Systems, Inc. 84-1128086 First Data Technologies, Inc. (formerly Integrated Systems Technologies Corp. ) 04-3125703 Cardshare Services, Inc. 47-0686310 ACB Business Services, Inc. (formerly AGM, Inc. ) 56-1521207 First Data Communications Corporation 22-2991933 Express Securities, Inc. 95-4274232 Integrated Marketing Services, Inc. 47-0742146 Eastern States Monetary Services 11-2408670 Applied Mailing Systems, Inc. 04-2920588 First Data Health Services Corporation 58-1518645 FDC Physician Services Corporation (formerly Gerber Alley Physician Systems, Inc. ) 33-0280925 First Data Health Systems International, Inc. 58-1890076 Personal Communications, Inc. 52-1826136 Transaction Management Services, Inc. 47-0767965 Atlantic States Bankcard Association, Inca 47-0765184 Atlantic Bankcard Properties Corporation 56-0927587 Actuarial Computer Technology, Inc. 75-1701274 FDR Missouri Inc. 47-0772712 First Data Integrated Services, Inc. 47-0772477 Credit Systems Redevelopment Corporation 43-1054475 Business Office Services, Inc. 62-1571233 First Data Latin America Inc. (formerly Credit Performance Inc.) 47-0789663 CESI Holdings, Inc. 11-3145051 Card Establishment Services, Inc. 11-3111249 First Data Tennessee Inc. 47-078966: Page 1 of 3 Credit Performance Inc. 47-0789664 440 Financial Distributors, Inc. 04-3173564 440 Insurance Agency Inc. ' 06-1424151 440 Insurance Agency of Massachusetts, Inc. Applied For FDC Health Inc. 47-0794035 First Data Merchant Services, Inc. 11-3299762 FDR Signet Inc. Applied For CashTax Inc. Applied For Appalachian Computer Services, Inc. 58-1943701 Data Preparation, Inc. 63-0706750 FFMC Mexico H.C. , Inc. 58-2007330 FIRST HEALTH Services Corporation . 54-0849793 First Mental Health, Inc. 62-1321125 Midwest Benefits Corporation 38-1595013 VIPS, Inc. 52-1148364 -Employee Benefit Plans, Inc. 04-2907655 EBP Health Plans, Inc. 23-1982655 PRIMExtra, Inc. 41-1783616 EBP Health Plans of Nevada, Inc. 88-0203611 FIRST HEALTH Strategies, Inc. 87-0443226 ALTA Reinsurance Company 86-0526963 __ _ FIRST HEALTH Realty, Inc. 87-0444322 FIRST HEALTH Strategies (TPA) , Inc. 87-0459486 FIRST HEALTH Strategies of Utah, Inc. 87-0439459 FIRST HEALTH Insurance Agency, Inc. 87-0441643 FIRST HEALTH Review, Inc. 87-0445331 FIRST HEALTH Strategies of New Mexico, Inc. 87-0439490 FIRST HEALTH Strategies of Ohio, Inc. 58-2009895 FIRST HEALTH Strategies of Pennsylvania, Inc. 25-1531888 FIRST HEALTH Strategies of Texas, Inc. 85-0347793 U.S. Administrators, Inc. 95-4205640 , • First Image Management Corporation 58-1922310 . GENEX Services, Inc. 95-3327434 PRIMECOR, Inc. 23-2767951 International Banking Technologies, Inc. 58-1626046 MicroBilt Corporation 58-1546395 COIN Banking Systems, Inc. 58-1866646 MicroBilt Leasing, Inc. 58-1472960 Retail Interact, Inc. 94-2911129 Techpoint, Inc. - 38-2122459 National Bancard Corporation 59-2126793 First Financial Bank 58-2032532 NaBANCO Georgia, Inc. 58-2167936 NaBANCO Merchant Services Corporation 11-2525452 Nationwide Credit, Inc. 58-1900192 Master Ventures, Inc. 58-1551493 OnLine Financial Communications Systems, Inc. 58-1930372 TeleCheck International, Inc. 58-2014182 Shared Global Systems, Inc. 76-0352456 TeleCheck Recovery Services, Inc. 58-2014180 TeleCheck Services, Inc. 58-2035074 TeleCheck Pittsburgh/west Virginia, Inc. 25-1405316 TeleCheck Services of Puerto Rico, Inc. 58-2034328 Western Union Financial Services, Inc. 22-2593574 Page 2 of 3 American Rapid Corporation 22-3214460 Western Union Communications, Inc. 22-3268902 Western Union Financial Services Eastern Europe Limited 22-3125456 Western Union National Payments Network, Inc. 22-2981903 First Financial Management Corporation 58-1107864 FIRST HEALTH of Canada, Inc. ' • Applied For EBP Life Insurance Company 73-1350270 IBT Canada Corporation Applied For GENEX Services of Canada, LTD. 23-2618034 GENEX Services of Canada, Inc. Applied For t'ivs 'D 0. SSLL+o(\s kL. . 7(C -o AoSan (n-Pnryr Aon Set-was 7fl-a21a649.5 • • • • • Page 3 of 3 Exhibit"B" Project Area See Attached Six Pages AK-SAR-BELV SITE PROPERTY PARCEL I-A That part of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Beginning at the intersection of the south right of way line of Pacific Street with the west right of way line of 66th Street, said point falling 33.00 feet south of and 25.00 feet west of the northeast corner of the Northeast Quarter of the Northwest Quarter of Section 25; Thence South 00'07'28" East (assumed bearings)for 1261.75 feet along the said west right of way line of 66th Street to the north right of way line of Woolworth Avenue; Thence South 89'58'41" West for 400.02 feet along the said north line of Woolworth Avenue; Thence South 00'11'54" West for 25.01 feet to the south right of way line of Woolworth Avenue and the south line of the said Northeast Quarter of the Northwest Quarter of Section 25; Thence North 89'58'44" East for 400.11 feet along the said south right of way line of Woolworth Avenue; Thence North 89'53'40" East for 1312.28 feet along said south right of way line and the north line of the Southwest Quarter of the Northeast Quarter of Section 25 to the west right of way line of 63rd Street; Thence South 00'12'21"East for 1319.40 feet along said west right of way line of 63rd Street; Thence South 00'15'55"East for 59.90 feet along said west right of way line of 63rd Street; Thence North 45'05'43" West for 35.46 feet; Thence North 89'55'28" West for 370.38 feet; Thence North 00'00'1S" West for 250.71 feet; Thence South 89'55'00" West for 2082.03 feet; Thence Northwest along the east line of the Little Papillion Creek for the next ten courses: 1) Thence North 19'57'38" West for 395.49 feet; 2) Thence North 20'12'30" West for 715.67 feet; 3) Thence North 17'18'40" West for 64.96 feet; 4) Thence North 14'44'O5" West for 69.22 feet; 5) Thence North 15'15'00" West for 96.20 feet; 6) Thence North 10'14'52" West for 340.15 feet; 7) Thence North 08'05'25" West for 410.94 feet; 8) Thence North 12'55'22" West for 189.72 feet; 9) Thence North 23'03'40" West for 136.89 feet; 10) Thence North 27'07'22" West for 82.08 feet to the south right of way line of Pacific Street; Thence South 89'59'41" East for 1853.78 feet to the Point of Beginning. Contains 119.67 acres. PARCEL II-A That part of Northwest Quarter of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Beginning at the intersection of the north right of way line the former Chicago Northwestern Railway and the east right of way line of 72nd Street, said point falling 40.00 feet east of the west line of the Northwest Quarter of the Northwest Quarter of said Section 25 and 206.24 feet south of the north line of the said Northwest Quarter of the Northwest Quarter of said Section 25; Thence North 00'10'39" West (assumed bearings)for 81.95 feet along the east right of way line of 72nd Street, parallel with and 40.00 feet east of the west line of the said Northwest Quarter of the Northwest Page 1 of 3 Quarter of Section 25; Thence North 88'03'09" East for 10.24 feet; Thence North 00'18'01" West for 69.83 feet along the said east right of way line of 72nd Street; Thence along a curve to the right (having a radius of 50.00 feet and a long chord bearing North 63'25'41"East for 44.70 feet)for an arc length of 46.34 feet along the transition from the east right of way line of 72nd Street to the south right of way line of Pacific Street; Thence North 89'58'39" East for 421.86 feet along the said south right of way line of Pacific Street to the west line of the Little Papillion Creek; Thence southeast along the west line of the Little Papillion Creek for the next nine courses: 1) Thence South 40'00'36" East for 96.76 feet; 2) Thence South 29'05'59" East for 144.23 feet; 3) Thence South 16'19'22" East for 192.73 feet; 4) Thence South 08'31'04" East for 410.52 feet; 5) Thence South 08'53'57" East for 338.87 feet; 6) Thence South 13'25'41" East for 95.62 feet; 7) Thence South 19'07'33" East for 70.95 feet; 8) Thence South 18'15'21" East for 64.82 feet; 9) Thence South 20'25'19" East for 519.47 feet; Thence South 89'54'40" West for 88.22 feet to the east right of way line of the former Chicago Northwestern Railway; Thence along a curve to the left (having a radius of 5779.65 feet and a long chord bearing North 26'55'35" West for 789.43 feet)for an arc length of 790.05 feet along said east line; Thence North 30'S1'16" West for 1116.28 feet to the Point of Beginning. Contains 13.14 acres; TOGETHER WITH all right, title and interest of County and RecCo, if any, in and to that certain "Former Chicago and Northwestern Railway" right of way located southwest of said Parcel and north of the extended southernmost boundary of Parcel III-A (as described below). PARCEL III-A That part of West Half of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Beginning at a point falling 68.00 feet East of and 44.60 North of the southwest corner of the Northwest Quarter of the Northwest Quarter of said Section 25; Thence North 07'55'41" West (assumed bearings)for 13.28 feet along the east right of way line of 72nd Street; Thence along a curve to the left (having a radius of 60.00 feet and a long chord bearing North 19'08'28" West for 39.17 feet)for an arc length of 39.91 feet; Thence along a curve to the right (having a radius of 90.00 feet and a long chord bearing North 19'15'53" West for 58.90 feet)for an arc length of 60.01 feet; Thence North 03'31'18" West for 49.89 feet; Thence North 00'11'38" West for 100.00 feet; Thence North 89'58'11"East for 381.81 feet to the west right of way line of the former Chicago Northwestern Railway; Thence South 29'13'51" East for 223.90 feet along said west line; Thence along a curve to the right (having a radius of 5679.65 feet and a long chord bearing South 27'08'36"East for 732.86 feet)for an arc length of 733.37 feet along said west line; Thence North 89'22'33" West for 153.91 feet; Page 2 of 3 Thence North 89'50'25" West for 633.94 feet to the east right of way line of 72nd Street; Thence North 00'10'39" West for 388.56 feet along said east line parallel with and 68.00 feet east of the west line of the Southwest Quarter of the Northwest Quarter of Section 25; Thence South 89'42'05" East for 192.32 feet; Thence North 00'02'59" West for 200.06 feet; Thence North 89'47'15" West for 191.07 feet to the Point of Beginning. Contains 10.47 acres. • Page3of3 • DATA CENTER PROPERTY Parcel I Part of Tax Lot 2, in the Northeast Quarter of the Northeast Quarter (NE 1/4 NE 1/4) of Section 26, Township 15 North, Range 12 East of the 6th P.M. in the City of Omaha, in Douglas County, Nebraska, more particularly described as follows: Beginning at the Southwest corner of said Tax Lot 2; thence North 89°50'20"East along the South line of Tax Lot 2,for 229.0 feet to the true point of beginning;thence North 00°01'14" West for 292.41 feet to a point on the South right-of-way line of Poppleton Avenue; thence North 89°54'30" East and along said South right-of-way line for 742.92 feet; thence due South along a line 232 feet west of and parallel with the West right-of-way line of 72nd Street for a distance of 292.50 feet; thence North 89°59'56" West along the South line of said Tax Lot 2 for 349.95 feet; thence South 89°50'20" West along the South line of said Tax Lot 2 for 392.87 feet to the true point of beginning; Together with the South half(S 1/2) of vacated Poppleton Avenue adjacent thereto on the North. (Note:In this description, the West right-of-way line of 72nd Street is assumed to lie in true North-South direction. Parcel 2 The West 500 feet of the East 700 feet of the North 656.8 feet of the Northeast Quarter (NE 1/4) of Section 26, Township 15 North, Range 12 East of the 6th P.M., in the City of Omaha, in Douglas County, Nebraska, except those parts thereof taken for public streets and/or highways, and except that part thereof more particularly described • as follows: Beginning at the Southeast corner of said parcel;thence North 150 feet;thence West 50 feet; thence South 150 feet; thence East along the South boundary of said parcel to the point of beginning. together with the North half(N 1/2) of vacated Poppleton Avenue adjacent thereto the South; and, together with non-exclusive easement rights as contained in instrument dated August 21, 1969, and recorded October 15, 1969, in Book 481 at Page 693, and dated November 13, 1990, and recorded November 14, 1990, in Book 944 at Page 457, both of the Miscellaneous Records of the Register of Deeds of Douglas County, Nebraska. Parcel 3 The West 485.25 feet of the East 553.25 feet of the North 255.2 feet of the North half of the Southeast Quarter of the Northeast Quarter (N 1/2 SE 1/4 NE 1/4) of Section 26, Township 15 North, Range 12 East of the 6th P.M., in the City of Omaha, in Douglas County, Nebraska. Parcel 4 The east 95.0 feet of Tax Lot 4, in the Northeast Quarter of the Northeast Quarter (NE 1/4 NE 1/4) of Section 26, Township 15 North, Range 12 East of the 6th P.M., in the City of Omaha, in Douglas County, Nebraska, except the South 25.00 feet thereof. Page 1 of 2 • Parcel 5 Lot Two (2), in FDR Centre, an Addition to the City of Omaha, as surveyed, platted and recorded, in Douglas County, Nebraska. Parcel 6 Lot One (1), in Burstein's First, an Addition to the City of Omaha, as surveyed platted and recorded, Douglas County, Nebraska. Page 2 of 2 • • 7302 PACIFIC SITE • • That part of the Southeast Quarter of the Southeast .Quarter c_ Section Twenty-three, Township Fifteen North , Range Twelve, East of the Sixth Principal Meridian in Douglas County, Nebraska, more Particularly described as follows : • .• Starting at the point of intersection between the north richt- of-way line. of Pacific Street and the west line of the South- east Quarter of the Southeast Quarter of Section 23 , Township 15 North, Range 12 East of the .6th Principal Meridian, thence 1187°59 ' 56"E (assumed bearing) along said north right-of-way line of Pacific Street for a distance of 238 •feet to the point of beginning; thence N01°42 ' 04 uW (assumed bearing) for a distance of 644. 74 feet thence 587 °35 ' 41"W for a distance of 27. 89 feet; thence N01°54 ' 02"37 for a distance of 86. 62 feet; thence NS7°49 ' 46"E for a distance of 28. 19 feet, thence N01°42 ' 04"W for a distance of 112. 90 feet more or less to the south right-of-way : line of the Little Papillioa Creek; thence easterly along the . south right-of-way of the Little Papillion Creek for a distance . of 334.5 feet plus or minus to its intersection .with the west- . erly right-of-way line of the Chicago' & Northwestern Railway Company; thence S30°50 '10".E (assumed bearing) along said Chicago & Northwestern Rai lWay Company westerly .z•ight-of-way for a dis- tance of 1031. 68 feet, more or less, to its intersection with the north righti-of-way. line of Pacific Street; thence west along the: north right-of-way line of Pacific Street 855 . 93 feet', more or less , to the point of beginning. • Page 1 of 2 • LEGAL DESCRIPTION That part of the Chicago and North Western Railway right-of-way lying South of the Little Papillion Creek Channel in the Southeast Quarter of the Southeast Quarter of Section 23, Township 15 North, Range 12 East of the 6th P.M. , Douglas County, Nebraska, described as follows: Commencing at the Southeast corner of the Southeast Quarter of said Section 23; Thence North 89°45'47' West (assumed bearings) for 107.98 feet along the South line of said Southeast Quarter; Thence North 0°14'13" East for 42.00 feet to the North right-of-way line of Pacific Street and the TRUE POINT OF BEGINNING; Thence South 88°04'20" West for 74.08 feet along said North right-of-way line; Thence North 30°35'43' West for 1051.42 feet parallel with and 15.0 feet Westerly of the centerline of the railroad right-of-way to the Southerly right-of-way line of the Little Papillion Creek Channel; Thence North 57°52'40" East for 30.78 feet along said Southerly right- of-way line; Thence along a curve to the right (having a radius of 88.83 feet and : a long chord bearing North 70°47'41" East for 34.92 feet) for an arc distance of 35.15 feet along said Southerly right-of-way line; Thence South 30°35'34" East for 473.2I feet parallel with and 50.0 feet Easterly of the centerline of the railroad right-of-way; Thence North 0°11'25" East for 288.40 feet parallel with and 25.0 feet Westerly of the tangent centerline of spur #64 to the Southerly right-of-way line of the Little Papillion Creek Charnel ; Thence South 59°4645" East for 74.31 feet along said Southerly right-of-way line; Thence South 46°23'50"East for 18.17 feet along said Southerly right-of-way line; Thence South 0°26'49' West for 243.89 feet parallel with and 345.0 feet West of the East line of the Southeast Quarter of Section 23 to a point that is 558.7 feet North of the South line of said Southeast Quarter;" Thence South 10°56'04" East for 187.36 feet; Thence South 30°35'34" East for 387.68 feet parallel with and 50.0 feet Easterly of the centerline of the railroad right-of-way to the TRUE POINT OF BEGINNING. Contains 97,056 square feet. • Page 2 of 2 Exhibit "C" FDC Internal Authorization See Attached Two Pages FIRST DATA CORPORATION Certificate of Assistant Secretary The undersigned, Patricia A. Windmil, Assistant se remly of Fiat Data Corporation (the °Campann. a Delaware ccspardtion, hereby certifies that attached hereto as Exhibit A is a true and correct capy of the reaohttions adopted by the Bead of Directors of the Company on July 24, 1996. The undersigned feather certifies that the resolutions are in all force and effea and have not been amended,modified, resolved or rescinded. IN WITNESS WHEREOF, Z have executed this Certificate as of this lath day of November, 1996. Patricia A. Wjrrhell Assistant Secrsia:y Page 1 of 2 gARD.ZEILECEASEEMMAKSAMEA113121ECI RESOLVED, that the Board deems it to be in the best interest of the Corporation to approve approximately S47,000,000 of expenditures for the purchase and development of the AkSarBca property, construction of facilities.,purchase of equipment,donation of a portion of the property or cash in the amount of approximately S5,000,000 to the University of Nebraska. to be used for the Information Science Technology Institute, and related obligations all as discussed in the materials presented to die Board, which expenditures, donations and related obligations are hereby approved and wrhorized in all respects; FURTHER RESOLVED, that, the Board deems it to be in the best interest of the Corporation to authorize the Corporation or any of its subsidiaries (with a guarantee by the Carpotatian if required) to enter into one or more leasing facilities to finance all or any portion of the capital expenditues approved in the preceding resolution: FURTHER RESOLVED, that the Board deems it to be in the best interest of the Corporation to approve the execution and delivery of all agreements, documents and instruments and amendments thereto (collectively,the"AkSaxBen Doctmnents")as are necessary to implement the foregoing resolutions and the transactions contemplated thereby; FURTHER RESOLVED, that the AkSarBen Documents, the participation by the Corporation and various subsidiaries of the Corporation in the transactions contemplated by the prior resolutions and the execution of AkSarBeti Documents and the consummation of the ttaasacdens contmrplated thereby, be and they are hereby ratified,approved and confirmed; FURTHER RESOLVED, that any of the Chief Executive Officer, the President, any Executive Vice President. Senior Vice President or Vice President of the Corporation, the Trea- surer,any Assistant Treasurer, the Secretary,arty Assistant Secretary or the Controller of the Cor- poration(the"Designated Officer=") be and each of them is hereby authorized, empowered and directed, for and on behalf of the Corporation, to execute and deliver the AkSarBen Documents and all documents and certificates contemplated thereby, with such amendments (including non- material modifications to the expenditures, danatients and other obligations approved in the first resolution above)as may be approved by the officer or representative executing such amendments, such approval to be evidenced by the execution and delivery thereof and FURTHER RESOLVED, that any of the Designated Officers be and each of them is hereby authorized, empowered and directed, in the name and on behalf of the Corporation, to exeence and deliver any and all ocher documents,and to do or cause to be done any and all acts as such Designated Officer may deem necessary or appropriate to effect the transactions contemplated by the AkSarBen Documents, all such acts, whether heretofore or hereafter performed, that are in conformity with the intent of these resolutions being hereby ratified,confirmed and approved. Page 1 of 2 TIF Boundary LEGAL DESCRIPTION That part of the Northwest Quarter of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Commencing the northeast corner of the said Northwest Quarter of Section 25; Thence South 89°59'51"West(assumed bearings)for 1730.47 feet along the north line of the said Northwest Quarter of Section 25; Thence South 00°00'09" East for 521.71 feet to the east line of the Little Papillion Creek and the TRUE POINT OF BEGINNING; Thence North 81°54'35" East for 184.69 feet; Thence South 45°00'00" East for 497.88 feet; Thence South 50°36'36"West for 46.39 feet; Thence South 00°05'20" East for 191.11 feet; Thence North 89°54'40"East for 512.00 feet; Thence South 00°05'20" East for 1355.33 feet; Thence South 89°55'00"West for 465.54 feet to the east line of the Little Papillion Creek; Thence North 19°57'38"West for 239.64 feet along said east line; Thence North 00°05'20"West for 336.63 feet; Thence South 89°54'40"West for 40.00 feet; Thence along a curve to the right(having a radius of 340.00 feet and a long chord bearing North 85°47'17"West for 50.99 feet)for an arc length of 51.04 feet; Thence North 81°29'14"West for 35.50 feet to the east line of the Little Papillion Creek; Thence Northwest along the east line of the Little Papillion Creek for the next six courses: 1) Thence North 20°12'30"West for 503.53 feet; 2) Thence North 17°18'40" East for 64.96 feet; 3) Thence North 14°44'05"West for 69.22 feet; 4) Thence North 15°15'00"West for 96.20 feet; 5) Thence North 10°14'52"West for 340.15 feet; 6) Thence North 08°05'25"West for 305.02 feet to the Point of Beginning. Contains 26.45 acres February 10, 1997 LAMP, RYNEARSON &ASSOCIATES, INC. 96096-1673 (Phase 1 area of FDR Property) EXHIBIT D LEGAL DESCRIPTION That part of West Half of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Beginning at the point of intersection of the east right of way line of 72nd Street with the east right of way line of the former Chicago Northwestern Railway; Thence South 30°51'16" East(assumed bearings) for 948.34 feet along said east right of way line to the TRUE POINT OF BEGINNING; Thence South 30°51'16" East for 167.95 feet along said east right of way line; Thence along a curve to the right(having a radius of 5779.65 feet and a long chord bearing South 26°55'35" East for 789.43 feet) for an arc length of 790.05 feet along said east right of way line; Thence North 89°46'14"West for 109.01 feet to the west right of way line of the said former Chicago and Northwestern Railway; Thence along a curve to the left(having a radius of 5679.65 feet and a long chord bearing North 27°08'36"West for 732.86 feet) for an arc length of 733.37 feet along said west right of way line; Thence North 29°13'51"West for 223.90 feet along said west right of way line; Thence North 89°58'11" East for 109.06 feet to the Point of Beginning. Contains 2.19 acres February b uary 25, 1997 LAMP, RYNEARSON &ASSOCIATES, INC. 96096-1673 (Pt of CNW abutting FDR Property) EXHIBIT El LEGAL DESCRIPTION That part of West Half of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Commencing at the point of intersection of the north right of way line of Mercy Road with the west right of way line of the former Chicago Northwestern Railway; Thence North 22°18'28"West(assumed bearings) for 142.08 feet along said west right of way line to the TRUE POINT OF BEGINNING; Thence North 22°20'29"West for 1249.91 feet along said west right of way line; Thence North 22°16'45"West for 718.18 feet along said west right of way line; Thence along a curve to the left(having a radius of 5679.65 feet and a long chord bearing North 22°51'20"West for 116.69 feet) for an arc length of 116.69 feet along said west right of way line; Thence South 89°46'14" East for 109.01 feet to the east right of way line of the former Chicago and Northwestern Railway; Thence along a curve to the right(having a radius of 5779.65 feet and a long chord bearing South 22°38'19" East for 74.98 feet) for an arc length of 74.98 feet along said east right of way line; Thence South 22°20'11" East for 759.54 feet along said east right of way line; Thence South 22°18'28" East for 1208.48 feet along said east right of way line; Thence South 67°41'32"West for 100.00 feet to the Point of Beginning. Contains 4.75 acres. • February 25, 1997 LAMP, RYNEARSON &ASSOCIATES, INC. 96096-1673 (Pt of CNW abutting Future Trust) EXHIBIT E2 LEGAL DESCRIPTION That part of West Half of Section 25, Township 15 North, Range 12 East of the 6th P.M., Douglas County, Nebraska, described as follows: Beginning at the point of intersection of the north right of way line of Mercy Road with the west right of way line of the former Chicago Northwestern Railway; Thence North 22°18'28"West(assumed bearings) for 142.08 feet along the west line of the former Chicago and Northwestern Railway; Thence North 67°41'32" East for 100.00 feet to the east right of way of said Railway; Thence South 22°18'28" East for 183.06 feet along said east right of way of said Railway to the said north right of way line of Mercy Road; Thence South 89°58'39"West for 108.07 feet to the Point of Beginning. Contains 0.37 acres. • February 25, 1997 LAMP, RYNEARSON &ASSOCIATES, INC. 96096-1673 (Pt of CNW abutting Future Trust(Outlot 3) EXHIBIT E2 (continued) • , ' - . 1 jru_s ,. ___J - 11•1111/4,,,,_ —77-4--,.--te . - - - - "• . ----)--;.E...17,.: _ .. :.. ._ _....... ... ... .......... . . .. pg — ...,,,,- • III p ';I PI') 1 11J1113:,C)j ti CO .1 iw- 0iiiiiiiiiiiiiiiimii0 I I; .e,.., 01111111111111111111111110 ' N.1 4.4.', 1;44` . 0111111111111111111111110 , , 1 01 /- ./ 1,,,I•I _.----- --- IIN....■.. f 1;61 ,----_---. --r-------7---------f------ 1'N\ 111 ,fitg 411:/:::.''fi ,.---'' 1111111110111: N /.• 11°H1'1;I 1 , ‘ 50" 1,_.13:0 ...:-____ • - . .. ,.; • (?)..0. 1 Oh .. 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I-----------'s - ^ t'l - o a a o o n u n n n S. ` __— �O e 1 33, 9 9 _ - n 9 9 I 7,N.3 w .Z u , 63RD STREET y 1n e II I--- II-- 11— _I _ oo � � p � oE ; ft DI 3 � n --iii-1 I 3g ° f 1n l :::_ _ __ ___ -- 96096\DWG\9696EX-F — • J ji' L lamp, rynearson & associates, inc. I mbar 96096-1673 UTILITY RELOCATION dole engineers surveyors planners 3-7-97 AND I 14747 celitornle street omens,nebraeke 08164.1979 • 402.498.2400 I l• drawn by FAX 402.408.2730 ' designer INSTALLATION PLAN RC fM EffiBIT "H" ENGINEERING AGREEMENT Ak-Sar-Ben Business and Education Campus THIS AGREEMENT, made and entered into this day of 1997, by and between the firm of Lamp, Rynearson &Associates, Inc., a corporation of the State of Nebraska, with offices at 14710 West Dodge Road, Suite 100, Omaha, Nebraska 68154-2029 and hereinafter referred to as the"Consultant,"and First Data Resources, Inc., hereinafter, referred to as "FDR." WITNESSETH: WHEREAS, FDR desires to engage the Consultant to render professional engineering services as hereinafter set forth for design and construction administration services for public improvements associated with the Ak-Sar-Ben Business and Education Campus. WHEREAS, the Consultant is willing to perform such engineering work in accordance with the terms hereinafter provided and does represent that he is in compliance with the Nebraska Statutes relating to the registration of.Professional Engineers. NOW THEREFORE, in consideration of these facts, the parties hereto agree as follows: DEFINITIONS Wherever in this Agreement the following terms are used, or pronouns used in their stead, they shall have the meaning here given: The "EFFECTIVE DATE" of this Agreement shall mean the date mentioned in the first paragraph of this document. "CONSULTANT" OR "CONTRACTOR" shall mean Lamp, Rynearson &Associates, Inc., whose business and mailing address is 14710 West Dodge Road, Suite 100, Omaha, Nebraska 68154-2029. To "ABANDON" the work shall mean that a determination has been made by FDR that conditions or intentions as originally existed have changed and that the work as contemplated herein is to be renounced and deserted for as long in the future as can be foreseen. To "SUSPEND" the work shall mean that it has been determined by FDR that conditions or intentions as originally existed have changed and that the work as contemplated herein should be ceased on a temporary basis. This cessation or holding in this undetermined state will prevail until such time as a determination can be made to abandon the work or to reinstate under the conditions as defined in this Agreement. To "TERMINATE" or the "TERMINATION" of this contract shall be the cessation or quitting of this contract based upon action or failure of action on the part of the Consultant as defined herein and as determined by FDR. II. GENERAL DESCRIPTION OF SCOPE AND CONTROL WORK The Consultant shall, upon receipt of the Notice to Proceed from FDR, perform all the services required under this Agreement for the project described above and as outlined in the attached Exhibit "A," Description of Project and Scope of Services, hereby made a part of this Agreement. III. TIME OF BEGINNING AND COMPLETION The Consultant shall begin work on the project upon receipt of written "Notice to Proceed" from FDR. The work on the project shall be completed within six hundred fifty (650) calendar days after receipt of the written Notice to Proceed. The time for completion of the work shall be equitably adjusted for delays not the fault of Consultant. Delays grossly affecting the completion of the work within the time specified for completion attributable to or caused by the Consultant or FDR shall be considered as cause for termination of this Agreement by the other. It is hereby mutually agreed that FDR has continuing rights to work progress inspections and any and all additions, deletions, changes, elaborations or modifications of the services to be performed under the terms of this Agreement which may from time to time be determined by FDR as desirable or preferable, shall be controlling and governing. IV. ABANDONMENT, CHANGE OF PLAN, SUSPENSION AND TERMINATION FDR shall have the absolute right to abandon the project or to change the general scope of work as defined in Section II, at any time. Such action on its part shall in no event be deemed a breach of contract. The right is reserved by FDR to suspend this.Agreement at any time or to terminate for just cause. Such suspension or termination may be effected by giving the consultant fifteen (15) days written notice. Should the project be suspended for thirty (30) days or more, Consultant's fee and time for completion shall be equitably increased. If FDR abandons the work or subtracts from the work as presently outlined, the Consultant shall be compensated for services completed at the time of termination. Additions to the scope of work as defined in Exhibit "A" will require negotiation of a supplemental Agreement or Agreements. For any work beyond the scope of services outlined by Exhibit "A," the consultant will be required to document the additional work, estimate the cost to complete said work and obtain written approval from FDR before such work begins. V. OWNERSHIP OF ENGINEERING DOCUMENTS All tracings, plans, maps, computations, sketches, charts and other data prepared or obtained under the terms of this Agreement shall be delivered to and shall become the property of FDR without restriction or limitation as to its further use. 2 VI. FEES AND PAYMENTS In consideration of the performance of the engineering design services described in this Agreement, the Consultant shall be paid on the basis of hourly charge rates plus reimbursable expenses incurred. A schedule of estimated hours, hourly charge rates and reimbursable expenses for design services outlined in Exhibit A are shown in Exhibit B-1. The Consultant agrees that the total charges for design services shall not be greater than the "Not-to-Exceed" amount of $475,122.80 without prior approval of FDR. In consideration of the performance of the construction administration services described in this Agreement, the Consultant shall be paid on the basis of hourly charge rates plus reimbursable expenses incurred. A schedule of estimated hours, hourly charge rates and reimbursable expenses for services outlined in Exhibit A are shown in Exhibit B-2. The Consultant agrees that the total charges for construction administration services shall not be greater than the "Not-to-Exceed" amounts of $209,713 for 1997 Improvements and $160,581 for 1998 Improvements without prior approval of FDR. The Consultant shall submit monthly invoices, which shall be based on incurred hourly rate charges and reimbursable expenses. The basis of billings shall be the hourly charge rates shown in Exhibit "C" for the individuals actually performing the tasks. This exhibit shall be updated on approximately April 1, 1998. The monthly payments shall be based upon the satisfactory prosecution of the work and shall be substantiated by monthly progress reports. The Consultant shall submit a final voucher for the project no later than 30 days after the close of the Consultant's fiscal year during which the project is completed. The acceptance by the Consultant of the final payment shall constitute and operate as a release of FDR for all claims and any liability to the Consultant, his representatives and assigns for any and all things done, furnished or relating to the services rendered by the Consultant under or in connection with this Agreement or any part thereof. The Consultant shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and study activities and shall make such materials available at his office at all reasonable times during the contract period and for three (3) years from the date of final payment under this Agreement, such records to be available for inspection by FDR and copies thereof shall be furnished by the Consultant, if required. The Consultant shall be responsible to determine when a change in the work scope necessitates an increase in the "Not-to-Exceed" amount. When the Consultant determines that an increase is in order, he will be required to estimate the additional costs necessary to complete the additional work, document the reasons for this increase and receive prior approval from FDR in writing before expenditures beyond the "Not-to-Exceed" amount are incurred. FDR shall not be obligated to reimburse the Consultant for costs which have not been approved in excess of the "Not-to-Exceed" amount. VII. FORBIDDING USE OF OUTSIDE AGENTS The Consultant warrants that he has not employed or retained any company or person, other than bona fide employees working for the Consultant, to solicit or secure this Agreement and that he has not paid or agreed to pay any company or person, other than a bona fide employee any fee, commission, percentage, brokerage fee, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, FDR 3 shall have the right to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. VIII. RESPONSIBILITY FOR CLAIMS AND LIABILITY The Consultant agrees to save harmless FDR from all claims and liability due to the negligent activities of himself, his agents or his employees. In this connection, the Consultant will carry insurance in the following kinds and amounts. 1. Comprehensive Auto Liability $100,000 P.L. $50,000 P.D. 2. Comprehensive General Liability $300,000 P.L. $50,000 P.D. 3. Workmen's Compensation Statutory 4. Professional Liability $1,000,000 The insurance specified above shall be maintained until the Consultant's work has been completed and accepted by FDR. Proof of insurance coverage shall be furnished by the Consultant, if requested by FDR. IX. NON-RAIDING CLAUSE The Consultant shall not engage the services of any personnel or persons presently in the employ of FDR for work covered by this Agreement without the written consent of the employer of such persons. X. GENERAL COMPLIANCE WITH LAWS The Consultant hereby agrees to comply with all Federal, State and local laws and ordinances applicable to the work. XI. PROFESSIONAL REGISTRATION AND SUBCONTRACTS The Consultant hereby agrees to affix the seal of a registered professional engineer licensed to practice in the State of Nebraska on all reports and plans prepared hereunder. The Consultant agrees to provide these professional services using staff personnel with specialized skills, experience and professional qualifications. Any work subcontracted other than that specifically provided by this Agreement shall first have the written approval of FDR. XII. ARBITRATION Any disputes between FDR and the Consultant not disposed of by this Agreement between the parties may be settled by arbitration as provided by Section 25-2103 through 25-2120, Nebraska Reissue, Revised Statues of 1943. XIII. FAIR EMPLOYMENT PRACTICES ACT The Consultant agrees to abide by the provisions of the Nebraska Fair Employment Act of 1965, R.R.S. 1943, 48-1101 through 48-1125. 4 XIV. SUCCESSORS AND ASSIGNS This Agreement shall be binding on successors and assigns of either party. XV. SUBLETTING, ASSIGNMENT OR TRANSFER Subletting, assignment or transfer of all or part of the interest of the consultant is hereby prohibited unless prior written consent of the other parties is obtained therefor. Consultant acknowledges that FDR will assign all of its right and interest in this Agreement to the City of Omaha, Nebraska, and that the City will assume and agree to perform all of FDR's responsibilities under this Agreement, including the obligation to pay Consultant's fees hereunder. Consultant consents to the assignment and agrees that upon assignment of this Agreement to the City, FDR shall be deemed released from any and all duties, obligations and liabilities hereunder. XVI. NONDISCRIMINATION The Consultant shall not, in the performance of this Agreement, discriminate or permit discrimination against any person because of race, sex, age, or political or religious opinions or affiliations in violation of federal or state or local ordinances. XVII. SCHEDULE Exhibit "D" attached hereto is incorporated herein as the proposed project schedule. XVIII. CERTIFICATION OF CONSULTANT The attached certification, identified as Exhibit "E," shall be completed by the Chief Administrative Officer of the Consultant and is hereby made a part of this Agreement. XIX. UNEMPLOYMENT COMPENSATION FUND PAYMENTS Before final payment is made by FDR to the Consultant of the final three percent (3%) due hereunder, the Consultant shall furnish FDR a written clearance from the Commissioner of Labor of the State of Nebraska certifying that all payments due of contributions or interest which may have arisen under this contract have been paid by the Consultant, or its subcontractor to the Unemployment Compensation Fund of the State of Nebraska. XX. FDR SUPERVISION It is hereby mutually agreed that FDR shall have responsible supervision of all the services included herein, but no employee of the Consultant or any of its subcontractors or persons working under the Consultant's direction is or shall be deemed to be an employee of FDR. The Consultant shall at all times have or cause to have in force Workers Compensation insurance covering all its employees and those of any subcontractor and those of anyone under its direction and control. XXI. PAYMENT FOR SERVICES, MATERIAL AND EQUIPMENT The Consultant agrees to pay all persons, firms or corporations, having contracts directly with the Consultant or with subcontractors of Consultant, all just claims due them for the payment 5 of services, material and equipment furnished, and for the payment of material and equipment rental which is actually used or rented in the performance of this contract. XXII. ASSESSMENT FOR TAXATION Consultant shall comply with, and shall cause to be complied with Section 77-1323, Reissue Revised Statutes of Nebraska, 1943, as amended and shall furnish a certified statement to be attached to the contract that all equipment to be used on the project, except that acquired since the assessment date, has been assessed for taxation for the current year, giving the County where assessed. During the performance under this contract, additional such statements shall be furnished by the Consultant as may be required by such law or as may be required by FDR. XXIII. AMENDMENTS OR ADDITIONS No amendments or additions shall be made to this Agreement except in writing. Future Agreements between the parties must likewise be in writing. IN WITNESS WHEREOF, the parties hereto have caused presents to be executed by their proper officials thereunto duly authorized as to the dates below indicated. EXECUTED by the Consultant this day of , 1997. ATTEST: LAMP, RYNEARSON &ASSOCIATES, INC. BY President EXECUTED by FDR this day of , 1997. ATTEST: FIRST DATA RESOURCES, INC. BY [96096\text\engconst.adm] 6 EXHIBIT"A" DESCRIPTION OF PROJECT AND SCOPE OF SERVICES FOR • AK-SAR-BEN BUSINESS & EDUCATION CAMPUS A. Description of Project This Agreement provides for engineering services required for design and construction administration services associated with the Ak-Sar-Ben Business & Education Campus. 1997 Improvements will include public sanitary sewers, public storm sewers, paving of public streets and sidewalks, and a new bridge over the Little Papillion Creek within Ak-Sar-Ben Business and Education Campus. 1998 Improvements will include widening of the existing Pacific Street bridge over the Little Papillion Creek and widening of Pacific Street from the Little Papillion Creek bridge to approximately 64th Street. A copy of the current master plan for the campus upon which the scope of services is based is attached. Design of public improvements will be in accordance with City of Omaha standards. B. 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W I— z5. c 0 EXHIBIT B-1 1997 & 1998 IMPROVEMENTS -DESIGN FEE SUMMARY EMPLOYEE CLASSIFICATION HOURS RATE TOTAL Principal 151 $120.00 $18,120.00 Senior Project Manager 706 105.00 74,130.00 Senior Project Engineer 1164 78.00 90,792.00 Bridge Engineer 751 81.00 60,831.00 Project Engineer 874 45.00 39,330.00 Land Surveyor 40 71.00 2,840.00 Engineering Technician 1902 40.00 76,080.00 Field Survey Coordinator 9 50.00 450.00 Survey Crew 108 110.00 11,880.00 Clerical 245 34.00 8,330.00 Sub-Total - Hourly Charge Rates $382,783.00 Direct Non Salary Costs $33,987.20 Geotechnical Consultant-Terracon $11,895.00 Traffic Consultant- HDR $38,957.60 Landscape Arch. Consultant-Ciaccio-Dennell $7,500.00 TOTAL $475,122.80 02:16 PM 04/22/97 EXHIBIT B-1 1997 & 1998 IMPROVEMENTS -DESIGN ESTIMATED REIMBURSABLE EXPENSES ITEM QUANTITY UNIT RATE TOTAL Copies 1300 EA $0.12 $156.00 Faxes 1 LS 200.00 200.00 Mileage 2000 MI 0.35 700.00 Specification Books 12 EA 45.00 540.00 Long Distance Telephone 1 LS 100.00 100.00 Bluelines(Approx. 10/sheet) 1400 EA 0.84 1,176.00 Plotted Sheets- Bond(Approx. 4/sheet) 560 EA 1.92 1,075.20 Plotted Sheets- Mylar 140 EA 6.00 840.00 T-1610 14 DAYS 100.00 1,400.00 Survey Supplies 1 LS 400.00 400.00 Postage & Delivery 1 LS 400.00 400.00 Computer 2700 HR 10.00 27.000.00 TOTAL $33,987.20 02:16 PM 04/22/97 • EXHIBIT B-2 1997 IMPROVEMENTS -CONSTRUCTION ADMINISTRATION FEE SUMMARY EMPLOYEE CLASSIFICATION HOURS RATE TOTAL Principal 11 $120.00 $1,320.00 Senior Project Manager 45 105.00 4,725.00 Senior Construction Engineer 452 100.00 45,200.00 Senior Project Engineer 58 78.00 4,524.00 Bridge Engineer 104 81.00 8,424.00 Construction Engineer 59 46.00 2,714.00 Construction Observer 1709 48.00 82,032.00 Engineering Technician 54 40.00 2,160.00 9 9 Field Survey Coordinator 97 50.00 4,850.00 Survey Crew 342 110.00 37,620.00 Clerical 80 34.00 2,720.00 Sub-Total - Hourly Charge Rates $196,289.00 Direct Non-Salary Costs $13,424.00 TOTAL $209,713.00 02:17 PM 04/22/97 EXHIBIT B-2 1997 IMPROVEMENTS -CONSTRUCTION ADMINISTRATION ESTIMATED REIMBURSABLE EXPENSES ITEM QUANTITY UNIT RATE TOTAL, Copies 1500 EA $0.12 $180.00 Faxes 1 LS 100.00 100.00 Milage 8000 MI 0.35 2,800.00 Specification Books 15 EA 45.00 270.00 Long Distance Telephone 1 LS 50.00 50.00 Bluelines(Approx. 10/sheet) 750 EA 0.84 630.00 Plotted Sheets- Bond 75 EA 1.92 144.00 Plotted Sheets- Mylar 75 EA 6.00 450.00 TCM-1800 60 DAYS 100.00 6,000.00 Survey Supplies 1 LS 1,000.00 1,000.00 Postage & Delivery 1 LS 300.00 300.00 Computer 150 HR 10.00 1.500.00 TOTAL $13,424.00 02:17 PM 04/22/97 EXHIBIT B-2 1998 IMPROVEMENTS -CONSTRUCTION ADMINISTRATION FEE SUMMARY EMPLOYEE CLASSIFICATION HOURS RATE TOTAL Principal 11 $126.00 $1,386.00 Senior Project Manager 28 110.00 3,080.00 Senior Construction Engineer 350 105.00 36,750.00 Senior Project Engineer 70 82.00 5,740.00 Bridge Engineer 41 85.00 3,485.00 Construction Engineer 68 48.00 3,264.00 Construction Observer 1124 50.00 56,200.00 Engineering Technician 36 42.00 1,512.00 Field Survey Coordinator 87 53.00 4,611.00 Survey Crew 275 115.00 31,625.00 Clerical 58 36.00 2,088.00 Sub-Total- Hourly Charge Rates $149,741.00 Direct Non-Salary Costs $10,840.00 TOTAL $160,581.00 02:17 PM 04/22/97 • EXHIBIT B-2 1998 IMPROVEMENTS -CONSTRUCTION ADMINISTRATION ESTIMATED REIMBURSABLE EXPENSES ITEM QUANTITY UNIT RATE TOTAL Copies 1500 EA $0.12 $180.00 Faxes 1 LS 100.00 100.00 Milage 6000 MI 0.35 2,100.00 Specification Books 15 EA 45.00 270.00 Long Distance Telephone 1 LS 50.00 50.00 Bluelines(Approx. 10/sheet) 650 EA 0.84 546.00 Plotted Sheets- Bond 75 EA 1.92 144.00 Plotted Sheets- Mylar 75 EA 6.00 450.00 TCM-1800 50 DAYS 100.00 5,000.00 Survey Supplies 1 LS 750.00 750.00 Postage & Delivery 1 LS 250.00 250.00 Computer 100 HR 10.00 1.000.00 TOTAL $10,840.00 02:17 PM 04/22/97 Schedule 1 EXHIBIT C March 24,1997 Page 1 of 2 LAMP,RYNEARSON&ASSOCIATES,INC. HOURLY RATE SCHEDULE Classification: Hourly Rate 1. PRINCIPALS 1001- $ 95.00 1002 Ludewig,McMeekin 120.00 1003 Goos 142.00 1004 Kathol 147.00 2. ENGINEERS 2001 Project Engineer I $40.00 2002 Project Engineer II 45.00 2003 Project Engineer III 48.00 2004 Project Engineer IV 55.00 2005 Senior Project Engineer I 59.00 2006 Senior Project Engineer II 66.00 2007 Senior Project Engineer III 69.00 2008 Project Manager 72.00 2009 Senior Project Engineer IV 78.00 2010 Senior Project Manager I 81.00 2011 Senior Project Manager II 86.00 2012 Senior Project Manager III 105.00 3. TECHNICIANS 3001 Engineering Technician I $27.00 3002 Engineering Technician II 35.00 3003 Engineering Technician III 37.00 3004 Engineering Technician IV 40.00 3005 Senior Engineering Technician I 48.00 3006 Senior Engineering Technician II 55.00 4..OFFICE 4001 ClericalI $23.00 4002 Clerical II 25.00 4003 Accounting Assistant 25.00 4004 Word Processor 34.00 4005 Computer Systems Manager 36.00 4006 Office Manager • 37.00 4007 Accountant 53.00 5. SURVEY 5001 Field Technician Apprentice $19.00 5002 Field Technician I 24.00 5003 Field Technician II 27.00 5004 Field Technician III 34.00 5005 Party Chief 43.00 5006 Land Surveyor I • 47.00 5007 Land Surveyor II 53.00 5008 Land Surveyor III 59.00 5009 Senior Land Surveyor 71.00 5010 Survey Department Head 84.00 6. CONSTRUCTION OBSERVER 6001 Observer I $28.00 6002 Observer II 35.00 6003 Observer III 38.00 6004 Observer IV 42.00 6005 Observer V 47.00 7. CONSTRUCTION ENGINEERS 7001 Construction Engineer I $46.00 7002 Construction Engineer II 55.00 7003 Construction Engineer III 65.00 7004 Senior Construction Engineer 88.00 These charges include full compensation for payroll costs,general overhead,administration and anticipated profit on labor. Charges for items other than labor which are applicable to the project are listed on Schedule#2. Personnel usually perform duties related to their classification;however,in the interest of efficiency,personnel with diversified experience may perform several types of work;in all cases,charges will be made according to payroll classification and not according to the type of work performed. Schedule #2 EXHIBIT C March 24, 1997 (Page 2 of 2) LAMP, RYNEARSON &ASSOCIATES, INC. MISCELLANEOUS CHARGES A. SUBSISTENCE: Subsistence for employees away from headquarters shall be chargeable in accordance with the per diem schedule published by the Corps of Engineers (Travel Bulletin No. 91-01). (A copy will be provided upon request.) B. TRANSPORTATION: Automobile transportation shall be charged for at the rate of thirty-five cents (350) per mile for travel in connection with work on the project. Costs to Lamp, Rynearson & Associates, Inc., for commercial travel shall be chargeable at the actual cost incurred by Lamp, Rynearson & Associates, Inc. C. MATERIALS: All materials other than normal office supplies which are used by Lamp, Rynearson &Associates, Inc., in connection with the rendering of services shall be chargeable at actual cost plus 15 percent to cover general overhead and administration. D. REPRODUCTIONS: All direct process reproduction work performed by Lamp, Rynearson & Associates, Inc., shall be charged at the locally accepted commercial rate for such work. All outside photographic and direct-process rep roduction roduction costs advanced byLam p, Rynearson & Associates, Inc., in connection with the rendering of services shall be charged at actual cost plus 15 percent to cover general overhead and administration. E. SPECIAL EQUIPMENT: The following items of special equipment, when used by Lamp, Rynearson & Associates, Inc., shall be charged for at the following rates: Metrotech 810 Pipe Locator 25.00/Hr. 25.00 Min/Day Electronic Measuring Equipment 7.50/Hr. w/25.00 Min. - 50.00 Max/Day Leica TCM Total Station 25.00/Hr. 100.00 Max/Day GPS Equipment 62.00/Hr. H.P. Plotter 50/Plot 7.50 Min. Computer/CADD Time 10.00/Hr. 5.00 Min. Faxes .25/Page Plus Any Long Distance Charge All of the above rates are exclusive of operator. Specialty material exclusive of above Plotter Rates. F. FILING FEES AND OTHER COSTS ADVANCED: All filing or permit fees and other similar outside costs which are advanced or paid by Lamp, Rynearson &Associates, Inc., shall be chargeable at actual cost plus 15 percent to cover general overhead and administration. Periodically, this schedule may be revised and updated by Lamp, Rynearson &Associates, Inc., who reserves the right to substitute the new miscellaneous charges schedule upon 30 days' notice. > 2 I • ' i • 10 i i1 1 ' . • 1 • I I • a. O O. i — ... -- — CO Ili 7] c O.ca : p S U m Q Z -) I 1 ' i m o U W 1 I ; 1 j 0• o. : es 1 T zU i U 7, n 1 . mn • o vQi 0° c m ' .I N E co n n n m n n n n n CO n CO tp n n m tD tD COtp CO,c rn m m at to rn m rn CO 0) 0) m 0/ m CD CA a rn CO m rn H CO o o ' Q 0 0 o CO el rn m ri CD VI n N . N m )i a to id °o iD o 0 0 - a a to ): m _ N n to m is n n n n n n n n n n m n m n et. n n tD m CO CO CO▪ a CM to a' m rn m a) CFI Qrn m m 0 rn a rn rn 5 = CO CO ? sr Co to to n o v o %. v tD to h .- .- Co coo to m cco 0 o • en at o 0) C a v n O 3 0 0 o _ _ m 0 3 3 0 0 0 ›- o 11,1 g g. ,p 3 n to § Q § H 0 0 n m o F- o • IN- M m O K W O rn rn CO .3 K w r � §_ coo (9 (5 re zre2g )N. tu a z co 2 c9 0 M z_ K K rr-- o. z 0 a o_ td Z M 0 0 Z z O > 07 0 z t0 0 0 3 > N c~i < ¢ y a ~ F f c co ~i W O w O w 6- a N h > Q > _ - _ W W > > 0 Z ° I K m• cc rc z co o. o. o_ o. o_ o. a a 0: (.9 K N co W y c z _ 0 Q m U m 0 Q m CO) m CO at OWN p) H S.. r co Ch CO a ti Y O e- N t7 f N to n ID O) O - N c-) O tp CO n aD O) N N N ai R ao EXHIBIT "E" CERTIFICATE The undersigned hereby certifies that he is the Secretary of Lamp,Rynearson &Associates, Inc., a Nebraska Corporation, and that, as such, has custody of the minute books of the Corporation. That by consent and agreement of the Board of Directors dated January 9, 1990, the following Resolution was unanimously adopted, to-wit: "RESOLVED that D. Gary Kathol, President, be and hereby is, authorized to execute or approve on behalf of the Corporation, contracts for engineering services and architectural services incidental to engineering services to be rendered by the Corporation, or releases of claim or lien in connection with such services, and all contracts or releases, so executed or approved shall be binding upon the Corporation." The undersigned further certifies that the foregoing Resolution has been spread in full upon the minutes books of the Corporation and is in full force and effect. DATED le Itelncl, ✓ , 1996. (CORPORATE SEAL) 'il. Otto Ludewig, S etary Page 1 of 1 ' ! 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I i .1 r ! 111 1•!1' t tudlll tJ it !1!rri''1 '1 t' 1Jtrt11l rlJ.:14,[r414 1"'•r1i1r 1 Bail °i:111 1 rEr �,Ei.11j�(It111(l„o 1�1 ,.,B.,..I 11�(i3�;131rira(ii;l;girl 1 •411' f im,1:!4 1. llrrrr,; 11 J rg1.4ti,.,tr t,I' ! i . It 1 'Egli �I'1• l!,•1.,•y•,J,r!I fi'r I r t'1 i $1 1J1 �,rynearsorl seoo ates. no. 1 14111111.11 151 I . —�'t ..o.:.._...., ..._+...a.. �� II I I I I I ILl IAN- tlr-0st Kam a moo aun,� Ale 1YIf•11e anew• EXHIBIT "L" FDR/UNIVERSTTY Mixed Use District Purpose. The FDR/UNIVF_RSfl Y Mixed Use(MU)District is intended to provide office loons serving cemmunity and city wide needs. The MU District allows for relatively intense office and civic development, tog=ther with selected, complementary connnercial uses integrated into such developments, Site development regulations are designed to ensure compatibility with adjacent or neighboring residential development. Site Plan. Lots 1-8 shall be generally developed in accordance with the Redevelopment Plan aik/a site plan, which is attached hereto as Exhibit 6 and by this reference incorporated herein. It is intended that this Redevelopment Plan be a general schematic of the development. The Redevelopment Plan may be modified prov r i that such modifications conform to these standards. Lots 9-10 are currently developed. The Distri=regulators are based on existing uses and site improvements. Changes to Lots 9-10 will be subject to the approval process in Section 55-564, OMC. Permitted Uses. The following use types,as defined in Chapter 55, OMC,are permitted in the FDR`UNIVERSTTY phases (Lots 1-8). (a) Residential Uses: Duplex Residential Two Family Residential Townhouse Residential Multiple Family Residential • Group Residential (b) Civic Uses: • Administrative Services College and University Facilities Community Recreation Cultural Services Day Care(Limited) Day Care(General) Guidance Services Hospital Services (Limited • Local Utility Services Park and Recreation Services Postal Facilities Primary Education Facilities Recreational Clubs Religious Assembly Safety Services Sn-nndaty Educational Facilities Social Club (c) Office Uses: • Financial Services General Offices Medical Offices (d) Commercial Uses: Building Maintenance Services Business Support Services Business or Trade School . Communication Services Constmier Convenience Services Consumer Repair Services Food Sales(Convenience) Food Sales(General) Food Sales(Limited) General Retail Sales Hotel/Motel Indoor Entertainment Indoor Sports and Recreation Liquor Services Associated with Perntirred Uses Outdoor Sports and Recreation, Personal Improvement Services Personal Services Research Services Restaurant(Limited) Restaurants(General) (e) Parking Uses: • Parking Structure Surface Parking (f) Miscellaneous Uses: Broadcasting Tower Wind Energy Conservation System (g) Transportation Uses: Transportation Terminal (h) Industrial Uses: Custom Manufacturing Light Industry The following use types, as defined in Chapter 55, OMC,are permitted in the Future Trust(Lots 9-10). (a) Residential Uses: • Group Residential (b) Civic Uses: Administrative Services Cemetery College and University Facilities Community Recreation Convalescent Services Cultural Services Day Care(Limited) Local Utility Services Major Utility Services Park and Recreation Services Primary Education Facilities Recreational Clubs Religious Assembly Safety Services Secondary Educational Facilities Social Club (c) Office Uses: Financial Office General Office (d) Commercial Uses: • Campground • Indoor Sports and Recreation • Outdoor Entertainment Outdoor Sports and Recreation Public Assembly • (e) MisrellR*+Pous Uses: Broadcasting Tower The following use types as defined in Chapter 55, OMC,are permitted within the Little Papr�' r Creek(Outiots I,2,and 3) (a) Civic Uses; Park and Recreation Services The Future Trust (Arboretum) property will be zoned DR Development Reserve, with a special use permit to allow a golf course. Any changes in use or improvements on this property will be subject to compliance with Chapter 55,OMC. Site Development Regulations. Each lot in the FDR/UNO Mixed Use District shall be subject to the following site development regulations i I Regulator Requirement Lot Area - 5,000 sq.ft.minimum Lot Width 50 ft.minimum Floor Area Ratio 1.5 maximum Front Yard 25 ft.minimum Street Side Yard 15 ft,minimum Interior Side Yard none Rear Yard none Height 120 ft.maximum;45 ft.maximum where bn,ilding is within 100 ft.of any lot zoned R5 or below Building Coverage 60 percent maximum Impervious Coverage • 80 percent maxircum Parking and Loading Parking for the project shall be in accordance to the Parking Plan, Exhibit_, attached hereto and made a part hereof. The parking shall meet the minimum requirements of the provisions of the Omaha City Code, Chapter 55, Article 14, Off-Street Parking and loading. Floor Area Bonus for Parking Structures. This section is intended to encourage the project to incorporate some or all of their off-street parking within the exterior walls ofthe project or in parking structures adjacent to and connected with the project. (a) Eligible Methods for Providing Off-Street Parking Off-street parking may be incorporated into a project as follows to qualify for the floor area,bonus: (1) Inclusion of one or more off-street parking levels within the exterior walls of one or more primary structures of the project. (2) Construction of a parking structure on.the same or an adjacent sire to theor, if not l project adjacent, connected to the project by a specifically designated pedestrian path. (b) Floor Area Bonus .By providing all or part of its off-street parking requirement in accordance with Section 55-734, OMC,arty lot shall receive an increase in its permitted floor area ratio, as set forth as follows: FLOOR AREA.BONUS FOR PARKING STRUCTURES Percentage of required off-street parking Bonus as a percentage increase in permitted provided within project or in an eligible Floor Area Ratio parking structure 10-30% 20% 31-50% . 40% • 50-75% 80% • 76-100% 100% .....-.r-; _. ..... �...r +.-�.w•ae+�u.._..vn,--+ae:. .. ._ .-�itgwf;,fm•�+�.m ...r...Y .• _....—rm++c«re,•rt. • MN1 I 41;11:1111111111 Sfks'IVD NOIL flQ3 OIN SSsane to6-tlws-xv!` �s.«..o.xv. 1Nld NOIlH3�iid NOUM10d t g$ ••M OW •tom•»A,• a,1w..w.•ww w+5.aalw•e DIN , 4.... MD&RV=V> i d ��' ! ��{ 'se;la{oosss g uosiaau/ci 'dwa{ Air l I it 11` It A 6 RIR fa! I— .-z- tl� . 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"...Wirtk,ji,..-::?....7.4111 — ')qut,-,,s• .....--...,---.7-:. -- -0 -......4 "WPM&t ,,NKS...,4,7 .1.• AUrg"NI I 151N1!......'‘7.,0.3. _4_,,,... -_7----ri,_.-4, ,-1-_,....,•:_-:._-. '‘,1_,..:2-4,04111yaft44.4.S.1:2:!! ... ..___-------- -- _OB__.11.V. --ff!‘ifirl'N"-'1143LtZ4 S1797/----_ ---• '-----1 k•---,-,frf_-------. - ' • .7ltilit_41 , ,-- ,"' '- !-',.• - --;- -----/!):,-: : -, •------------2--- 1 '{'3 ,4i , ,..,...- ,....---..---0,3,-.,... •-,,,, ,_ \ , V- A vve, • , I • EXHIBIT N BREAKDOWN OF ESTIMATED CITY OF OMAHA GRADING COSTS ASSOCAITED WITH CONSTRUCTION OF PUBLIC STREETS • .prox. Unit Item Description Quantity Unit Price Total 1 Common Earth Excavation 42,000 CY $1.40 $58,800.00 2 Haul-In Fill 104,000 CY 5.10 530,400.00 3 Remove Unsuitable Material 3,000 CY 8.00 24,000.00 4 Place Surcharge - Pine St. Bridge 4,900 CY 1.40 6,860.00 Abutment 5 Remove Surcharge - Pine St. 4,900 CY 1.40 6,860.00 Bridge Abutment • SUB-TOTAL $626,920.00 ESTIMATED ENGINEERING & TESTING COSTS 53,700.00 (30% of Total Engineering & Testing Costs) GRADING CONTRACTOR BOND COSTS 4,650.00 TOTAL $685,270.00 04/29/97 FXAIBIT "0" • • FDR I UNNERSITY DEVELOPMENT DRAFT • i . � L.. tdfk 5— -. .----,,----,,m '1..gli.vIN:401,:,:liii, ,,,-slik.,", a0110I-70ti 0 I "I 1 4-1.Z:7: ..,,,-.:,,i5•,; V-1101, • ilk Ot t\ >� w t 3, • z`c ..M, 1II /. k E - V�-� '„►� 2�:j�',I, Bdw°E// ��tilk J��' o ro A Niill sF `EY I 4x h � �M ----1 Eit '' ; !.`6. :CNA Alik,,,,,-we-.,Agt..--,---asrla,..,i, .0: tai O s.. ) i l b rani— �-�Xi :oo soo • _n FoNm�DY 'c\. _: O it'll O 0 OO O,F „Y.' 'x: sgti wit 1. 4 ` 4 ` i F ='�. ;e®y. g $- . oreo 3 ..r F t �Y9 ,.,�9ffi,.,"_ ,ys O�- k o Os, i s:. O O - d O O O �rx*w >/rye i y� i Sx�"'z'b� O ilia-, 00 ; i;: • • 0p000 OOOp f �if • •',_ 4 -Of7" 604"0 �. �sr �w2¢ s S�iS36jt��IL$i $�Ya / � �� \ \"P 3----.,--] 1 ? . (n it Ka � x My f i [ i \ \ \ '.:-•.;•:-. : .• c;-6• l .......,_---..-.-_-:ice-_,_...-.-."L.__l_��- —.,- _f� � :i..a21 .�/is:~paF�"�� I \ �\ \ ' '�yy � I \ \,' \ G..vee.nd F , i ] • +y \ I.. r 'rT `\'''\ 0 0 0o - 12 coven J 1 i —i�5 • \ •\ iv ��� `, • \aaoaoo �cxr p -r-� / • • O • • • \ • • \ il O j • \ • \ , I - -------------- —1 i r—�( Q U • E y dp .D� ua tE PERMANENT EASEMENT DONATION (CORPORATION) • City of Omaha,Nebraska FOR OFFICE USE ONLY Public Works epartment Project: .ProjName. Design D�vision City Proj.No.: .ProjNos R-O-W Section Tract No.: eTract. Address: .Address. Omaha,Nebraska 681 KNOW ALL MEN BY THESE PRESENTS.• • Tl-fAT«Owner», hereinafter referred to as GRANTOR, (whether one or more) for and in consideration of the sum One and 00/100 dollars ($1.00)and for the sole consideration of the City of Omaha constructing «ProjName» on the property described below; does hereby donate, grant and convey unto the City of Omaha, Nebraska, a Municipal Corporation, hereinafter referred to as CITY, and to its successors and assigns, a permanent easement for the right to construct, maintain and operate a sewer (either for storm or sanitary purposes), drainage structure, and/or drainage way, and appurtenances thereto, in, through, and under the parcel of land described as follows, to-wit: • SEE ATTACHED EXHIBIT"A" TO HAVE AND TO HOLD unto said CITY, its successors and assigns, together with the right of ingress and egress from said premises for the purpose of constructing, inspecting, maintaining, operating, repairing or replacing said sewer, drainage structure, and/or drainage way at the will of the CITY. The GRANTOR may, following construction of said sewer, drainage structure, and/or drainage way continue to use the surface of the easement strip conveyed hereby for other purposes,subject to the right of the CITY to use the same for the purposes herein expressed. • It is further agreed as follows: I) That no buildings, improvements, or other structures, noaxaiasyxgxadiatpfidboaxfilirsxat>s tic> ixxakxttentowoxkr shall be placed in, on, over, or across said easement strip by RANTOR, his or their successors and assigns without expressapproval of the CITY. ImprovementsWill PP which be approved by CITY include landscaping, road and/or street surfaces, parking area surfacing, and/or pavement. These improvements and any trees, grass .or shrubbery placed on said easement shall be maintained by GRANTOR, his heirs, successors or assigns. 2) That CITY will replace or rebuild any and all damage to improvements caused by CITY exercising its rights of inspecting, maintaining or operating said sewer, except that damage to, or loss of trees and shrubbery will not be compensated for by CITY. 3) This permanent sewer easement is also for the benefit of any contractor, agent, employee, or representative of the CITY and any of said construction and work. . 4) That CITY shall cause any trench made on said easement strip to be properly refilled and shall cause the premises to be left in a neat and orderly condition. 5) •That said GRANTOR for himself or themselves and his or their heirs, executors and administrators does or do confirm with the said CITY and its assigns, that he or they, the GRANTOR is or are well seized in fee of the above described property and that he or they has or have the right to grant and convey this permanent sewer easement in the manner and form aforesaid, and that he or,they will, and his or their heirs, executors, and administrators, shall warrant and defend this permanent easement to said CITY and its assigns against the lawful claims and demands of all persons.*This permanent sewer easement runs with the land. *arising by, through, or under the GRANTOR. 6) That said permanent sewer easement is granted upon the condition that the CITY may remove or cause to be • removed all presently existing improvements thereon, including but not limited to, crops, vines, trees within the easement area as necessary for construction. • j E- x t P 1 of - J • • • PERMANENT SEWER EASEMENT • Page Two(2) «Owner» Tract No.«Tract» 7) That this instrument contains the entire agreement of the parties; that there are no other or different agreements • or understandings, except a Temporary Construction Easement if and as applicable, between the GRANTOR and the CITY or its agents; and that the GRANTOR, in executing and delivering this instrument, has not relied upon,any promises, inducements, or representations of the CITY or its agents or employees, except as are set forth perein (if applicable): 8) The undersigned wish(es) to donate a permanent sewer easement to the City of Omaha, Douglas County, Nebraska, a Nebraska corporation, for public use. 9) The undersigned was informed of the right to have said land appraised and a written offer to purchase made for said permanent sewer easement right, and have by their voluntary act and deed waived these rights. IN WITNESS WHEREOF,the said party of the first part has hereunto(caused its Corporate Seal to be affixed) (the said Corporation has no Corporate Seal)and these presents to be signed by its respective officers this day of , 19 • «Ownen> (Name of Corporation) (Federal I.D.No.) PRESIDENT or AUTHORIZED OFFICER: • ATTEST: • (Name and Title) • (Name and Title) • (Corporate Seal) • CORPORATE ACKNOWLEDGMENT STATE OF NEBRASKA ) ) SS COUNTY OF DOUGLAS ) • On this day of , 19 , before me,a Notary Public in and for said County,personally came (Name) ,of «Owner» (Title) (Name of Corporation) a Corporation,and, (State) (Name) of said Corporation,to me personally known to be the respective officers (Title) of said corporation and the identical persons whose names are affixed to the foregoing instrument, and acknowledged the execution thereof to be their respective voluntary act and deed as such officers and the voluntary act and deed of said Corporation, and the Corporate Seal of said Corporation to be thereto affixed by its authority. WITNESS my hand and Notarial Seal the day and year last above written. • NOTARY PUBLIC • Notary Seal r/ II _r— X , P Pg2oP �- • TEMPORARY CONSTRUCTION EASEMENT (DONATION) CORPORATION City of Omaha,Nebraska FOR OFFICE USE ONLY Public Works Department Project: Design Division City Prof.No.: R-O-W Section Tract No.: Address: • Omaha,Nebraska 681 • KNOW ALL MEN BY THESE PRESENTS: THAT , hereinafter referred to as GRANTOR, (whether one or more) for and in consideration of the sum of One and 00/100 dollars ($1.00) and for the sole consideration of the City of Omaha constructing a on the property described below; does hereby donate, grant and convey unto the CITY OF OMAI-IA, NEBRASKA, a Municipal Corporation, hereinafter referred to as CITY, and to its successors and assigns, an easement for the right to enter upon and use for working space for the construction of and appurtenances thereto, the parcel of land described as follows, to-wit: SEE ATTACHED EXHIBIT"A" TEMPORARY EASEMENT LEGAL DESCRIPTION It is further agreed as follows: I) That this easement runs with the land and terminates thirty(30) days after the improvement is completed, with the total duration of actual use of this temporary construction easement not to exceed year or calendar days from the date construction begins. 2) That said easement is granted upon the condition that the CITY will remove or cause to be removed all presently existing improvements thereon, including but not limited to crops, vines, gardens and lawns within the easement area as necessary for construction with the following exceptions:None. 3) That the CITY shall cause any trench made on said easement strip to be properly refilled and shall cause the area disturbed under this easement to be restored upon completion of construction This temporary easement is also for the benefit of any contractor, agent, employee, public utility company and representative of the City of Omaha in any of said construction work. 4) That said GRANTOR for himself or themselves and his or their heirs, executors and administrators does or do confirm with the said CITY and its assigns, including public utility companies and their assigns, that he or they, the GRANTOR is or are well seized in fee of the above described property and that he or they has or have the right to grant and convey this easement in the manner and form aforesaid, and that he or they will, and his or their heirs, executors and administrators, shall warrant, and defend this temporary easement to said CITY and its assigns including public utility companies and their assigns against the lawful claims and demands of all persons.* *arising by, through, or under the GRANTOR. 5) That this instrument contains the entire agreement of the parties; that there are no other or different agreements or understandings, except a Permanent Easement or Acquisition if and as applicable, between the GRANTOR and the CITY or its agents; and that the GRANTOR in executing and delivering this instrument, has not relied upon promises, inducements,or representations of the CITY or its agents or employees, except as are set forth herein. 6) The consideration recited includes damages for change of grade, if any, and any and all claims for damage arising from change of grade or grading are hereby waived. 7) The undersigned wish(es) to donate a temporary construction easement to the City of Omaha, Douglas County, Nebraska,a Nebraska corporation, for public use. 8) The undersigned was informed of the right to have said land appraised and a written offer to purchase made for said temporary construction easement right, and have by their voluntary act and deed waived these rights. it f EX P P, 3 o F • • 6. TEMPORARY CONSTRUCTION EASEMENT Page 2 IN WITNESS WHEREOF,the said party of the first part has hereunto (caused its Corporate Seal to be affixed)(the said Corporation has no Corporate Seal)and these presents to be signed by its respective officers this day of ,.19 (Federal I.D.No.) (Name of Corporation) • (Name and Title) ATTEST: • • (Corporate Seal) . (Name and Title) CORPORATE ACKNOWLEDGMENT STATE OF ) SS COUNTY OF ) On this day of , 19 , before me, a Notary Public • in and for said County, personally came (Name) ,of (Title) (Name of-Corporation) a Corporation,and, (State) (Name) • of said Corporation, to me personally known to be the respective (Title) officers of said corporation and the identical persons whose names are affixed to the foregoing instrument, and acknowledged the execution thereof to be their respective voluntary act and deed as such officers and the voluntary act and deed of said Corporation,and the Corporate Seal of said Corporation to be thereto affixed by its authority. WITNESS my hand and Notarial Seal the day and year last above written. • NOTARY PUBLIC My Commission expires • . • • tt E x P 4 of . EkT-IIBIT "Q" EQUAL EMPLOYMENT OPPORTUNITY CLAUSE • During the performance of this contract, the Contractor agrees as follows: (1) The Contractor shall not discriminate against any employee applicant for employment because of race,religion,color, sex,national origin,or disability as defined by the Americans With Disabilities Act of 1990 and Omaha Municipal Code 13-82. The Contractor shall take' affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex or national origin. The Contractor shall take all actions necessary to comply with the Americans With Disabilities Act of 1990 and Omaha Municipal Code (Chapter 13) including, but not limited to, reasonable accommodation. As used herein, the word "treated" shall mean and include, without limitation, the following: Recruited, whether advertising or by other means; compensated; selected for training, including apprenticeship;promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated. The Contractor agrees to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. (2) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin, or disability as recognized under 42 USCS 12101 et seq. (3) The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of the Contractor's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The Contractor shall furnish to the contract compliance officer all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations, and including the information required by Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Contract Compliance Officer shall be those which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1)through(7)herein, including penalties and sanctions for noncompliance; however, in the event the Contractor becomes involved in or is threatened with litigation as the result of such directions by the City, the • City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, the Contractor or the City may request the United States to enter into such . litigation to protect the interests of the United States. (6) The Contractor shall file and shall cause his subcontractors,if any,to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices, policies, programs and statistics of the Contractor and his subcontractors. (7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. P:\PLN2\STORED\EEOC.FMT • - 2 - I ` J 1 1 b � d � fl r� b ( 0 -< (% n F.ri rt `, C tzi rt rt. 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