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2018-07-12 Angels Share - Lots In Transformation HillWASHINGTON COUNTY NEBRASKA Filed for record on July 12, 2018 at 10:21 AM NEBRASKA DOCUMENTARY Instrument No. 2018-02034 STAMPTAX � (2 Pages) Jul 12, 2018- r Exempt-2 By: BA Karen A. Madsen, Register of Deeds Recorded General Numerical Photostat Proofed Scanned l� MARGIN ABOVE RESERVED FOR RECORDING INFORMATION DATE OF INSTRUMENT: June 29, 2018 RETURN ADDRESS: City of Blair 218 S. 16" St. Blair, NE 68008 SPECIAL WARRANTY DEED Angels Share; 5060 Dodge Street, Omaha, Nebraska 68132, GRANTOR; in consideration of ONE DOLLAR ($1.00) received from The City of Blair, Nebraska, a Nebraska Municipal Corporation, conveys to GRANTEE the following described real estate (as defined in Neb. Rev. Stat. 76-201) in Blair, Washington County, Nebraska: Lots 28 through Lot 57, Transformation Hill Addition, inclusive, within the City of Blair, as surveyed, platted, and recorded in Washington County, Nebraska. 6KANciv i li1K covenants wrc_, Jt<��1.1'.I ��E tl�a `i} —X 1. is lawfully seized of such real estate and that it is free from encumbrances except those expressly disclosed; 2, has legal power and lawful authority to convey the same; and; 3. warrants and will defend. the title to the real estate against the lawful claims of all persons claiming the same or any part thereof by, through, or.under Grantor. 2010-02034 4844-6880-6252.1 I Executed this 29th day of June, 2018. STATE OF NEBRASKA ) ss: COUNTY OF DOUGLAS ) ANGELS SHARE ED SHADA, President GBEHAL NOTARY - Stn[ of ivebrd �u LAKEN SHADA My Comm. Exp, February 10, 2020 The foregoing instrument was acknowledged before me on the 29th day of June, 2018, by Ed Shada. 4844-6880-6252.1 COUNCIL MEMBER ANDERSEN INTRODUCED THE FOLLOWING: AN ORDINANCE APPROVING THE PURCHASE OF LOTS 28 THROUGH 57 TRANSFORMATION HILL ADDITION, INCLUSIVE, WITHIN THE CITY OF BLAIR, WASHINGTON COUNTY, NEBRASKA, FROM ANGELS SHARE, INC.; REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT HEREWITH; PROVIDING WHEN THIS ORDINANCE SHALL BE IN FULL FORCE AND EFFECT; AND PROVIDING FOR PUBLICATION OF THIS ORDINANCE IN PAMPHLET FORM. SECTION 1. Whereas, the City of Blair wishes to purchase property for from Angels Share, 5060 Dodge Street, Suite 2001, Omaha, NE 68132, for the public purpose of developing Workforce Housing for the City of Blair, and Angels Share desire to voluntarily sell, transfer and convey unto the City of Blair, Nebraska Lots 28 through 57 Transformation Hill Addition, inclusive, within the City of Blair, Washington County, Nebraska. SECTION 2. That the Mayor is hereby authorized to execute and deliver a Purchase Agreement, a copy of which is attached hereto, marked Exhibit "A" and incorporated by this reference herein which sets forth the terms and provisions of the purchase of the real estate from Angels Share. SECTION 3. All ordinances or parts of ordinances in conflict herewith are hereby repealed. SECTION 4. This ordinance shall be in full force and effect from and following the passage and publication hereof as required by law. Passed and approved this 12th day of June 2018. CITY OF BLAIR, NEBRASKA By , JA 'REALPH, MAYOR ATTEST: &.,4 m)" BRENDA WHEELER, CITY CLERK (SEAL) STATE OF NEBRASKA ) ) :ss: WASHINGTON COUNT ) BRENDA WHEELER hereby certifies that she is the duly appointed, qualified, acting Clerk of the City of Blair, Nebraska, and that the above and foregoing Ordinance was duly passed and approved at a regular meeting of the Mayor and City Council of the City of Blair, Nebraska, held on the 12th day of June, 2018. /2� JJ �G� Gtr 4A BRENDA WHEELER, CITY CLERK. REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (the "Agreement") is made and entered into on this L3 day of June, 2018, (the "Effective Date"), by and between Angels Share, a Nebraska non-profit corporation ("Seller") and the City of Blair, a political subdivision of the State of Nebraska ("Buyer"). RECITALS WHEREAS, Seller owns certain real property as depicted on Exhibit "A", attached hereto and incorporated herein by reference, and further described as follows (the "Property"): Lots 28 through 57 Transformation Hill Addition, inclusive, within the City of Blair, Washington County, Nebraska; and WHEREAS, Buyer wishes to purchase the Property; and WHEREAS, Seller has agreed to sell property to Buyer, pursuant to the terms and conditions of this Agreement; and WHEREAS, Buyer is buying the Property for the public purpose of developing Workforce Housing for the City of Blair; and WHEREAS, Due to the extensive nature of Buyer attempting to secure Tax Increment Financing (hereinafter referred to as "TIF") for the public purpose of developing Workforce Housing for the City of Blair, Seller is financing the sale of the Property to Buyer as set forth herein. NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE 1.1 Right, Title, and Interests in the Property. Subject to the terms and conditions hereof, Seller agrees to sell and convey the entirety of Seller's right, title and interest in the Property to Buyer, and Buyer agrees to purchase all of Seller's right, title and interest in and to the Property. 4823-7606-6663.3 1.2 Easements and Rights -of -Way. Buyer agrees that it shall accept title to the Property subject to any and all easements and rights-of-way of record as of the Effective Date of this Agreement. Seller agrees that it will not alter or modify any existing easements or rights-of-way of record as of the Effective Date of this Agreement, or otherwise place any new easements or rights-of-way on or over the Property prior to Closing. 1.3. Property Condition. Prior to Closing, Buyer will have been afforded the opportunity to make such inspections of the Property and matters related thereto as Buyer desires. Seller specifically makes no warranties or representations of any kind whatsoever, either express or implied, as to the conditions of the Property nor its usability as may be intended by the Buyer; in particular, but without limitation, Seller makes no warranties or representations with respect to compliance with applicable statutes, laws, codes, ordinances, regulations or requirements related to leasing, zoning, subdivision, planning, building, fire, safety, health or environmental matters (including hazardous materials in, on, under, or emanating to or from the Property), compliance with covenants, conditions and restrictions (whether or not of record), compliance with other local, municipal, regional, state or federal requirements, or other statues, laws, codes, ordinances, regulations or requirements Buyer acknowledges and understands it is purchasing and accepting the Property "AS IS" and based upon its own inspection, investigation and inquiry. Buyer is not relying upon any representations or warranties made by Seller, or any other person or entity, as to any matter regarding the Property other than as specifically set forth herein ARTICLE II PURCHASE PRICE AND PAYMENT 2.1 Purchase Price. The total purchase price for the Property shall be the sum of Seven Thousand dollars ($7,000.00) per Lot, for the total sum of Two Hundred -Ten Thousand dollars ($210,000.00) (the "Purchase Price"), payable as follows:. a. At Closing, Seller will make a loan ("Seller Loan") to Buyer in the amount of the Purchase Price, which shall be evidenced by a promissory note in the form attached hereto as "Exhibit B" (the "Note"), and secured by a deed of trust in the form attached hereto as "Exhibit 4823-7606-6663.3 C" (the "Deed of Trust"). The Note shall be paid in full by Buyer at the date Buyer no longer holds any interest in any lot within the Property. If the Buyer transfers title to any lot within the Property to any third party or parties, the Buyer shall pay the sum of $7,000.00 per transferred lot to this Seller as contemplated by the Note "Exhibit B" and the Seller shall immediately execute and record a release of lien and release of the Deed of Trust, as to that particular lot. ARTICLE III CLOSING 3.1 Closing Date. The closing of the sale of the Property shall occur within one (1) business day after each party's respective conditions to their obligation to close set forth in Sections 3.4 and 3.5 of this Agreement are satisfied or otherwise waived (the "Closing"). 3.2 Reserved. 3.3. Place of Closing. The place of Closing shall be held at the City of Blair City Hall, 218 S. 16th Street, Blair, Nebraska, 68008. 3.4. Conditions to Buyer's Obligation to Close. a. Marketability of Title. Within ten (10) days after the Effective Date, Buyer, at its sole cost and expense, shall have ordered and obtained a title search and/or title commitment to establish the marketability of title to the Property. Within twenty (20) days of the Effective Date, Buyer shall give written notice (the "Objection Notice") to Seller of any matters set forth in the title search and/or title commitment to which Buyer objects (the "Objections"). Seller may, in its sole discretion, give Buyer notice (the "Response Notice") of the Objections that Seller is willing to cure, if any. If Seller fails to deliver a Response Notice, Seller shall be deemed to have elected not to cure the matters set forth in Buyer's Objection Notice. Buyer's failure to obtain such title search and/or title commitment shall constitute Buyer's satisfaction of the marketability of title to such Property. 4823-7606-6663.3 b. City Council Approval of Sale. The City of Blair City Council shall have approved the sale of the Property pursuant to the terms and conditions of this Agreement. C. Remonstrance Period. The remonstrance period required by Nebraska state law, NEB. REv. STAT. §16-202, shall have been completed without any petitions objecting to the sale of the property which would prevent Seller from selling the Property at the date of Closing. d. Seller's Representations and Warranties. All of Seller's representations and warranties set forth in this Agreement shall be true and accurate as of the date of Closing. C. Seller's Performance of Covenants and Agreements. Seller shall have observed and performed all of Seller's covenants and agreements set forth in this Agreement as of the date of Closing. f. Seller's Status. If the Seller ceases to be an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or sells the Transformation Hill Addition, the payment for any amounts due pursuant to the terms of the Note and Deed of Trust shall be made to any legal successor or assignee of Seller. g_ Financing. Seller hereby acknowledges and agrees that Buyer's obligations are conditional upon not only the City Council approval and Remonstrance Period, but also upon the City securing Tax Increment Financing (hereinafter referred to as "TIF") for the demolition of Omaha Village dorms, Elkhorn Hall, Argo Hall, and the installation of infrastructure, and grading. h. Seller shall have paid all taxes, liens, or any other encumbrances on said property as of Closing. In the event any of above conditions are not satisfied in the time period stated, Buyer may terminate this Agreement by notice to Seller in writing, and neither party shall have any further duties, obligations, or rights 4823-7606-6663.3 hereunder, other than indemnity and other obligations that are to survive termination in accordance with the terms of this Agreement. 3.5. Conditions on Seller's Obligation to Close. Seller's obligation to close under this Agreement is specifically conditioned upon the satisfaction of all the following conditions: a. Buyer's Representations and Warranties. All of Buyer's representations and warranties set forth in this Agreement shall be true and accurate as of the date of Closing b. Buyer's Performance of Covenants and Agreements. Buyer shall have observed and performed all of Buyer's covenants and agreements set forth in this Agreement as of the date of Closing. In the event any of these conditions are not satisfied in the time period stated, Seller may terminate this Agreement by notice to the Buyer in writing, and neither party shall have any further duties, obligations, or rights hereunder, other than indemnity and other obligations that are to survive termination in accordance with the terms of this Agreement. to Buyer: ARTICLE IV CLOSING DELIVERIES 4.1 Seller's Deliveries at Closing. At Closing, Seller shall deliver a. A duly executed and acknowledged Special Warranty Deed conveying title to the Property; b. A standard Seller's Disclosure Statement; C. All other Seller documents necessary to close this transaction in accordance with the terms of this Agreement; and d. Possession of the Property. 4.2. Buyer's Deliveries at Closing. At Closing, Buyer shall deliver to Seller: 4823-7606-6663.3 a. Evidence of the Buyer's capacity and lawful authority to perform the obligations of this transaction; b. All other Buyer documents necessary to close this transaction in accordance with the terms of this Agreement; and C. The duly executed Note and Deed of Trust and any other documents necessary to accomplish the completion of the Seller Loan. ARTICLE V EXPENSES TO BE PAID AT OR PRIOR TO CLOSING 5.1. Buyer's Closing Costs. On the date of Closing, Buyer shall pay the following, if applicable: above; a. The balance of the Purchase Price due at Closing as set forth b. All recording fees upon the Special Warranty Deed; C. Title Commitment costs, if any; d. The entire cost of the Owner's Title Insurance Policy, if any; e. All Closing fees charged by the Title Company, if any. 5.2. Seller's Closing Costs. On or before the date of Closing, Seller shall pay, if applicable: a. Any taxes, liens, encumbrances, or any other debts on the Property that accrued during the Seller's ownership of the property. ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER 6.1 Seller Representations and Warranties. Seller warrants, represents as follows, each and every one of which shall be true in all material respects as of the date of Closing unless specifically waived in writing by the Buyer: a. Absence of Claims. There are no pending or, to Seller's knowledge, threatened litigation, proceedings, code violations, claims or 4823-7606-6663.3 investigations, including without limitation any such pending or threatened litigation, etc., by any government authority or insurance underwriter and no contract or agreement to which Seller is a party, which relates in any way to the Property or which on or after the Closing Date will adversely affect the Property. b. Title and Authority. Seller owns the Property and has all necessary and lawful authority to enter into this Agreement to sell and convey the Property to the Buyer as provided in this Agreement and to carry out Seller's obligations hereunder. 6.2 Buyer Representations and Warranties. Buyer warrants and represents to Seller as follows, each and every one of which shall be true in all material respects as of the date of Closing unless specifically waived in writing by Seller: a. Absence of Claims. There are no pending or, to the Buyer's knowledge, threatened litigation which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of the Buyer's obligations or covenants to Seller. b. Authority. Buyer has the power and authority to purchase the Property and to execute the documents to be executed by Buyer, and has taken, as applicable, all actions required for the execution and delivery of this Agreement, and he consummation of the transactions contemplated by this Agreement. Each person executing this Agreement and all documents to be executed and delivered at Closing on Buyer's behalf has due and proper authority to execute and deliver the same. ARTICLE VII MISCELLANEOUS 7.1. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. 4823-7606-6663.3 7.2. Entire Agreement. This Agreement contains the entire Agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the sale and purchase of the Property, and this Agreement cannot be changed except by the parties' written consent. 7.3. Conveyance of Title. This Agreement shall not, by itself, be construed as a conveyance of title by Seller to Buyer. 7.4. Jurisdiction and Governing Law. This Agreement shall be construed under and in accordance with the laws of the State of Nebraska. The parties agree to the exclusive personal jurisdiction in the courts located in Washington County, Nebraska. Any dispute arising from this contractual relationship shall be governed solely and exclusively by Nebraska law. [SIGNATURE PAGES FOLLOW] 4823-7606-6663.3 ANGELS SHARE, A Nebraska Non -Profit Corporation Ed rShada b �QAt , Its; d CITY OF BLAIR, a political subdivision of the State of Nebraska By: JA R REALPH, Mayor Attest: bit"-A-wh � City Clerk 4823-7606-6663.3 Exhibit B [Form of Note] 4823-7606-6663.3 Exhibit C [Form of Deed of Trust] 4823-7606-6663.3 WASHINGTON cbUNTY NEBRASKA Filed for record on July 13, 2018 at 10:32 AM Instrument No. 20))1- A 802048 (1 � s4§4 44r-,�-- Karen A Kiadsen, Register of Deeds Recorded .�-- General �.--- Niumerical-�-�•�— Photostat----�-- Prooted w -•------- UPON RECORDATION RETURN TO: Howard Fredrick Hahn, Esq. Kutak Rock LLP 1650 Farnam Street Omaha, NE 68102-2186 DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (this "Deed of Trust") is made as of the day of June, 2018, by the CITY OF BLAIR, a political subdivision of the State of Nebraska, as trustor, whose mailing address is 218 S. 16, Blair, NE 68008 (hereinafter referred to as "Trustor"), HOWARD FREDRICK HAHN, ESQ., as trustee, whose mailing address is 1650 Farnam Street, Omaha, NE 68102-2186 (hereinafter referred to as "Trustee"), and ANGELS SHARE, INC., a Nebraska non-profit corporation, as beneficiary, whose mailing address is 5010 Dodge St., Omaha NE 68132 (hereinafter referred to as "Beneficiary"). WITNESSETH: WHEREAS, Trustor is the fee owner of certain real property located in the City of Blair, Washington County, Nebraska, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"); and WHEREAS, Beneficiary and Trustor have entered into that certain Real Estate Purchase Agreement, dated June __, 2018 (the "Agreement"), pursuant to which Trustor is receiving a loan (the "Loan") in the total principal amount of TWO HUNDRED TEN THOUSAND AND NO/ 100 DOLLARS ($210,000.00), for which Trustor is indebted to Beneficiary, and which indebtedness is evidenced by that certain Promissory Note dated as of the date hereof, by Trustor in favor of Beneficiary (the "Note"), and WHEREAS, Trustor has agreed to grant Beneficiary a lien on, and security interest in, the Trust 4824-5995-2743.3 208 -02U48 02"48 Property (as defined below) pursuant to the terms hereof to secure the Indebtedness (as defined below). NOW, THEREFORE, for the purpose of securing: A. Payment of the Note; B. Payment of late charges and other sums due under the terms of the Note and the Agreement; C. Performance, discharge of and compliance with every obligation, covenant and agreement of Trustor incorporated by reference or contained herein, or contained in the Agreement, the Note or in any of the documents now or hereafter executed by Trustor, and/or others by or in favor of Beneficiary, which wholly or partially secure or guaranty payment of the Note, the Indebtedness or are otherwise executed and delivered in connection with the Loan, the same being hereby made a part of this Deed of Trust to the same extent and with the same force as if fully set forth herein (all of which are, together with the Agreement, the Note and this Deed of Trust, hereinafter called the "Loan Documents"); D. Payment of future advances to be made at the option of Beneficiary and Trustor, provided, however, that the maximum indebtedness secured hereby shall never exceed the amount set forth in Section 29 hereof; E. Payment and performance of any and all obligations of Borrowers pursuant to the Loan Documents and any other agreement executed by any Borrower which benefits Beneficiary, together with interest thereon, late charges, prepayment penalties, any future advances, and all extensions, modifications, substitutions and renewals thereof; and F. Payment of all other sums, fees or charges, together with interest thereon, advanced to protect the security of this Deed of Trust and the performance of the covenants and agreements of Trustor, whether or not set forth herein, all of which are hereinafter, collectively, called the "Indebtedness," Trustor hereby irrevocably warrants, grants, bargains, sells, transfers, conveys and assigns to Trustee, IN TRUST WITH POWER OF SALE for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, all right, title, claim and interest of Trustor in and to the Land, together with the following property, rights, interests and estates now owned, or hereafter acquired, by Trustor (the Land, together with such property, rights, interests and estates, is herein collectively referred to as the "Property"): all leases, subleases and other agreements affecting the use, enjoyment or occupancy of the Land and/or the Improvements (as defined below) heretofore or hereafter entered into (and all extensions, amendments and modifications thereto), whether before or after the filing by or against Trustor of any petition for relief under Creditors Rights Laws (the "Leases") and all right, title and interest of Trustor, its successors and assigns therein and thereunder, including, without limitation, all guarantees, letters of credit and any other credit support given by any guarantor, cash or securities deposited under the Leases to secure the performance by the lessees of their obligations thereunder, and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements whether paid or accruing before or after the filing by or against Trustor of any petition for relief under Creditors Rights Laws (the "Rents") and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Indebtedness; all right, title and interest of Trustor in and to any greater estate in the Land owned or hereafter acquired; all interests, estates or other claims, both in law and in equity, which Trustor now has or may hereafter acquire in the Land; all easements, water rights, rights-of-way, tenements, hereditaments and appurtenances pertaining to the Land; all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street or highway adjoining the Land, and any and all alleys and strips and gores of land adjacent to or used in connection with the Land; any and all buildings, fixtures and improvements now or hereafter erected upon the Land 4824-5995-2743.3 2 2018.02048 (collectively, the "Improvements"); and all the estate, interest, right, title or any claim or demand which Trustor now has or may hereafter acquire in the Land. The Property and the entire estate and interest conveyed to the Trustee hereby are referred to, collectively, as the "Trust Property." This paragraph shall serve as notice to all persons who may seek or obtain a lien on the Trust Property subsequent to the date of recording of this Deed of Trust that, until this Deed of Trust is released, any debt owed Beneficiary by Trustor, including advances made subsequent to the recording of this Deed of Trust, shall be secured with the priority afforded this Deed of Trust as recorded. This Deed of Trust and all of the terms, conditions, and obligations contained in this Deed of Trust shall continue in full force and effect until such time as the Indebtedness has been fully and finally paid and performed, at which time this Deed of Trust shall be void, and Beneficiary agrees to execute an instrument evidencing the satisfaction of the Indebtedness and releasing this Deed of Trust. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES AS FOLLOWS: Section 1. Tithe. Except for those exceptions shown in that certain loan policy of title insurance obtained by Beneficiary and which insures the lien of this Deed of Trust (collectively, the "Permitted Encumbrances"), Trustor covenants, warrants and agrees with Beneficiary, its successors and assigns, that Trustor owns the Trust Property free from any prior lien or encumbrance, that this Deed of Trust is and will remain a valid and enforceable lien on the Trust Property, that Trustor, at its expense, will preserve such title and will maintain this Deed of Trust as a first priority lien upon the Trust Property and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever. Trustor, at its expense, will cause this Deed of Trust, and any amendment or supplement hereto, to be filed and recorded as a mortgage of the Trust Property in such manner and in such place, and Trustor will take such actions as in the opinion of Trustee or Beneficiary may be required by any present or future law in order to perfect, maintain and protect the lien of this Deed of Trust, as the same may be amended or supplemented from time to time. Trustor shall not create or permit to be created or to remain any subordinate lien on Trustor's interest in the Trust Property or any part thereof to secure any indebtedness for borrowed money, without obtaining the prior written consent of Beneficiary. Section 2. Security Agreement; Fixture Filing; and Assignment of Leases and Rents. This Deed of Trust shall constitute a security agreement and financing statement under the provisions of the Nebraska Uniform Commercial Code with respect to those items described in the preambles hereof as constituting a part of the Trust Property, together with all other property of Trustor, either similar or dissimilar to the same, now or hereafter located at or on the Property. This Deed of Trust will be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Trust Property and is to be filed for record in the real estate records of each county where any part of the Trust Property (including said fixtures) is situated. This Deed of Trust shall also be effective as a financing statement covering any other premises and may be filed in any other appropriate filing or recording office. A carbon, photographic or other reproduction of this Deed of Trust or of any financing statement relating to this Deed of Trust shall be sufficient as a financing statement for any of the purposes referred to in this Section. Trustor shall from time to time, at the request of Beneficiary, execute any and all other financing statements covering such personal property and fixtures (in form satisfactory to Beneficiary) as Beneficiary may require. This document covers goods which are or are to become fixtures. Trustor hereby absolutely and unconditionally assigns to Trustee, for the benefit and security of Beneficiary, all of Trustor's right, title and interest in and to all current and future Leases and Rents; it being intended by Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. This Deed of Trust shall constitute an assignment of leases and rents generally and as those terms are defined under Nebraska law. Nevertheless, subject to the terms of 4824-5995.2743.3 3 2018-02040 this Section 2, Beneficiary grants to Trustor a revocable license to collect and receive the Rents derived from the Property. Beneficiary may revoke such revocable license at any time following the occurrence of an event of default under any of the Loan Documents by providing notice in writing to Trustor, mailed to Trustor's address set forth in the first paragraph of this Deed of Trust. Section 3. Payment of Indebtedness and Performance of Duties. Trustor shall pay when due the principal of, and any interest on, the Indebtedness and perform all of its duties and obligations as provided in the Loan Documents. Section 4. Taxes. Trustor shall pay each installment of all taxes and special assessments of every kind, now or hereafter levied against the Trust Property or any part thereof, before delinquency, without notice or demand, and provide proof of such payment to Beneficiary from time to time upon Beneficiary's request. Section 5. Insurance. Trustor shall keep the Trust Property insured as required by the Loan Documents. Each policy of insurance shall be in form reasonably acceptable to Beneficiary, shall provide that the same may not be canceled or modified without thirty (30) days prior written notice to Beneficiary, shall name the Beneficiary as an additional insured, and shall have loss payable provisions in favor of and in form acceptable to Beneficiary. Trustor shall have no right to insurance proceeds while Trustor is in default under the Loan Documents. Unless Beneficiary and Trustor otherwise agree in writing, any such application of insurance proceeds shall not extend or postpone the due date of any obligations under the Loan Documents, or change the amount of any such installments. Section 6. Actions Affecting Trust Property. Trustor shall appear in and contest any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and shall pay all costs and expenses, including cost of evidence of title and attorney's fees, in any such action or proceeding in which Beneficiary or Trustee may appear. Section 7. Maintenance; Inspection. Trustor shall keep the Trust Property, including the Improvements now or hereafter erected on the Land, in good repair and condition and shall not commit or permit waste thereof. Except as specifically contemplated or permitted in the Loan Documents, Trustor shall not substantially alter the design or structural character constituting any building now or hereafter erected on and constituting the Trust Property without the prior written consent of Beneficiary, shall not do any act or thing which would unduly impair or depreciate the value of the Trust Property and shall not abandon the Trust Property. Except as specifically contemplated or permitted in the Loan Documents, Trustor shall not remove any fixtures constituting the Trust Property unless the same are immediately replaced with like property subject to the lien and security interest of this Deed of Trust and of at least equal value and utility. Trustor shall comply with all present and future ordinances, regulations and requirements of any governmental body which are applicable to the Trust Property and to the occupancy and use thereof. Beneficiary or its agents may, at all reasonable times, enter upon the Trust Property for the purpose of inspection. Beneficiary shall have no duty to make such inspection and shall not be liable to Trustor or to any person in possession of the Trust Property if it makes or fails to make any such inspection permitted hereunder. Section 8. Hazardous Waste. Trustor covenants to Beneficiary and Trustee to keep the Trust Property free of all hazardous substances and hazardous waste as described under applicable law. Trustor shall promptly notify Beneficiary of any event that would render any representation, covenant, or warranty contained in the Loan Documents incorrect in any material respect. In such event, Beneficiary may require that all violations of applicable law with respect thereto be corrected and that all necessary governmental permits be obtained, all at Trustor's sole expense. Trustor does hereby indemnify and hold Beneficiary and Trustee, their directors, officers, 4 4824-5995-2743.3 2018 O employees, agents and any successor or successors to their interest in the Trust Property harmless from and against any and all losses, claims, damages, penalties, liabilities, response costs and expenses (including all out-of-pocket litigation costs and the reasonable fees and expenses of counsel) (a) arising out of the inaccuracy, breach or incompleteness of any representation, warranty, or covenant made by Trustor in this Section 8 or in any document in writing delivered concurrently herewith, or (b) arising out of any lawsuit brought or threatened, settlement reached, or governmental order relating to the presence, disposal, release, or threatened release of any hazardous substance or hazardous waste upon the Trust Property, or (c) arising out of any violation of any applicable statute or regulation for the protection of the environment which occurs upon the Trust Property; provided that, to the extent that Beneficiary or Trustee is strictly liable under any statute or regulation, Trustor's obligations hereunder shall likewise be without regard to fault on the part of Trustor with respect to the violation of law which results in liability to Beneficiary or Trustee. The indemnification herein provided by Trustor shall continue in full force and effect indefinitely and shall survive the repayment of the Loan, any reconveyance of the Trust Property by Trustee, and any foreclosure (whether judicially or pursuant to the power of sale granted herein) or deed in lieu of foreclosure of the Trust Property. Section 9. Protection of Security. If Trustor fails to perform any of the covenants and agreements contained in this Deed of Trust or in the other Loan Documents, or if any action or proceeding is commenced which does or may adversely affect the Trust Property or the interest of Trustor or Beneficiary therein or the title of Trustor thereto, then, if Trustor is not then doing so, Beneficiary, at its option, may perform such covenants and agreements, and may, in any event, make such appearances, defend against and investigate such action or proceeding and take such other action as Beneficiary deems necessary to protect its interest, including, but not limited to, disbursement of reasonable attorney's fees, payments of liens, taxes, insurance premiums, payments of competing encumbrances, whether or not superior to this Deed of Trust, and entry upon the Trust Property to make repairs. Any amounts disbursed by Beneficiary pursuant to this Section 9, with interest thereon, shall constitute Indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and Beneficiary agree to other terms of payment, such amounts shall be payable upon notice from Beneficiary to Trustor requesting payment thereof, and shall bear interest from the date of disbursement at the fixed annual rate of the Loan set forth in the Note. Nothing contained in this Section shall require Beneficiary to incur any expense or take any action hereunder. Trustor irrevocably authorizes and empowers Beneficiary to enter upon the Trust Property as Trustor's agent and, in Trustor's name or otherwise, to perform any and all covenants and agreements to be performed by Trustor as provided in this Deed of Trust or in the other Loan Documents. Beneficiary shall, at its option, be subrogated to any encumbrance, lien, claim or demand and to all rights and securities for the payment thereof paid or discharged by Beneficiary under the provisions hereof and any such subrogation rights shall be additional and cumulative security for this Deed of Trust. Section 10. Eminent Domain. Subject to the rights of the holders of Permitted Encumbrances, the proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of the Trust Property, or any part thereof, or for conveyance in lieu of or in anticipation of condemnation, are hereby assigned to and shall be paid to Beneficiary. Trustor will file and prosecute, in good faith and with due diligence, its claim for any such award or payment and will cause the same to be collected and paid to Beneficiary, and, should it fail to do so, Trustor irrevocably authorizes and empowers Beneficiary, in the name of Trustor or otherwise, to file, prosecute, settle or compromise any such claim and to collect, receipt for and retain the proceeds. If the Trust Property is abandoned by Trustor, or, after notice by Beneficiary to Trustor that the condemnor offers to make an award or settle a claim for damages, Trustor fails to respond to Beneficiary within thirty (30) days after the date such notice is mailed, Beneficiary is authorized to collect and apply the proceeds in the manner indicated herein. The proceeds of any award or claim may, after deducting all reasonable costs and expenses, including attorney's fees, which may have been incurred by Beneficiary in the collection thereof, at the sole discretion of Beneficiary, be released to Trustor, applied to restoration of the Trust 3 4824-5995-2743.3 � V Property, or applied to the payment of the Indebtedness, Unless Beneficiary and Trustor otherwise agree in writing, any such application of proceeds to Indebtedness shall not extend or postpone the due date of any obligations under the Loan or the payment of any installments called for thereunder. Section 11. Trustor Not Released. Extension of the time for payment or modification of any amortization of the Indebtedness granted by Beneficiary to Trustor or to any successor -in -interest of Trustor shall not operate to release, in any manner, the liability of Trustor and Trustor's successors -in - interest. Beneficiary shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the Indebtedness by reason of any demand made by Trustor or Trustor's successors -in -interest. Section 12. Forbearance by Beneficiary Not a Waiver. Any forbearance by Beneficiary in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or the discharge of liens or charges by Beneficiary in accordance with the terms hereof shall not be a waiver of Beneficiary's right to accelerate the maturity of the Indebtedness or otherwise exercise any remedies set forth in the Loan Documents. Section 13. Financial Information. Trustor will provide to Beneficiary financial information as required by the Loan Documents for Trustor and such other financial information and in such manner as Beneficiary may reasonably request from time to time. Section 14. Duties of Trustee. Trustor agrees that: a. Duties and obligations of Trustee shall be determined solely by the express provisions of this Deed of Trust and Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth herein, and no implied covenants or obligations shall be imposed upon Trustee; b. No provision of this Deed of Trust shall require Trustee to expend or risk its own funds, or otherwise incur any financial obligation in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder; c. Trustee may consult with counsel of its own choosing and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and reliance thereon; and d. Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within its discretion or rights or powers conferred upon it by this Deed of Trust. Section 15. Appointment of Successor Trustee. Beneficiary may, from time to time, by a written instrument executed and acknowledged by Beneficiary, mailed to Trustor and recorded in the County in which the Trust Property is located and by otherwise complying with the provisions of the applicable law of the State of Nebraska, substitute a successor or successors to the Trustee named herein or acting hereunder. Section 16. Successors and Assigns. This Deed of Trust applies to, inures to the benefit of and binds all parties hereto, their heirs, legatees, devisees, personal representatives, successors and assigns. Section 17, Merger, Consolidation, Sales or Leases, Trustor covenants that Trustor will not sell, lease or otherwise dispose of any of the Trust Property without the prior written consent of Beneficiary. Upon any such prohibited conveyance, the Indebtedness shall be immediately due and 6 2018 -02048 4824-5995-2743.3 payable in full to Beneficiary without notice or demand. The covenants contained herein shall run with the Property and shall remain in full force and effect until the Indebtedness is paid in full. Section 18. Events of Default. Each of the following occurrences shall constitute an event of default hereunder: a. Trustor shall fail to pay when due any principal, interest, or principal and interest on the Indebtedness; b. Any warranty of title made by Trustor herein shall be untrue; C. Except as provided in (a) or (b) above or (d) or (e) below, Trustor shall fail to observe or perform any of the other covenants, agreements, or conditions in this Deed of Trust and such failure shall continue for thirty (30) days after notice of such failure is given to Trustor; d. An event of default shall occur under any of the Loan Documents; e. Trustor shall sell or convey the Trust Property, or any part thereof, or any interest therein, or shall be divested of its title, or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the written consent of Beneficiary being first had and obtained; or f. Trustor shall fail to properly maintain and preserve the Trust Property, including, but not limited to, the maintenance of the Trust Property free from all hazardous substances and hazardous waste in violation of environmental laws. Section 19. Acceleration of Debt; Foreclosure; Nonjudicial Power of Sale. Upon the occurrence of any event of default hereunder, or any time thereafter, Beneficiary may, at its option, declare all the Indebtedness secured hereby immediately due and payable, and, irrespective of whether Beneficiary exercises said option, it may, at its option and in its sole discretion, without any further notice or demand to or upon Trustor, do one or more of the following: a. Beneficiary may enter upon, take possession of, manage and operate the Trust Property or any part thereof; make repairs and alterations and do any acts which Beneficiary deems proper to protect the security thereof, and either with or without taking possession, in its own name, sue for or otherwise collect and receive the Rents, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees and Beneficiary's costs, upon the Indebtedness secured hereby and in such order as Beneficiary may determine. Upon request of Beneficiary, Trustor shall assemble and shall make available to Beneficiary any of the Trust Property which has been removed. The entering upon and taking possession of the Trust Property, the collection of any Rents and the application thereof as aforesaid, shall not cure or waive any default theretofore or thereafter occurring, or affect any notice of default or notice of sale hereunder or invalidate any act done pursuant to any such notice. Notwithstanding Beneficiary's continuance in possession or receipt and application of the Rents, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust or by applicable law upon or after the occurrence of an event of default hereunder, including the right to exercise the power of sale. Any of the actions referred to in this Section may be taken by Beneficiary at such time as Beneficiary may determine without regard to the adequacy of any security for the Indebtedness secured hereby. b. Beneficiary shall, without regard to the adequacy of any security for the Indebtedness secured hereby, be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession of, protect, and manage the Trust Property and 7 4824-5995-2743.3 20 V 8 operate the same and collect the Rents therefrom. C. Beneficiary may (and is hereby authorized and empowered to) bring any action in any court of competent jurisdiction to foreclose this Deed of Trust or enforce any of the covenants hereof. d. Beneficiary may elect to cause the Trust Property or any part thereof to be sold under the power of sale hereunder, and in such event, Beneficiary shall notify Trustee in the manner then required by law. Upon receipt of such notice of Beneficiary and at the direction of Beneficiary, Trustee shall cause to be recorded, published and delivered such notices of default and notices of sale as may then be required by applicable law and by this Deed of Trust. Trustee shall, only at the direction of Beneficiary and without demand on Trustor, after such time as may then be required by applicable law and after recordation of such notice of default and after notice of sale having been given as required by applicable law, sell the Trust Property at the time and place of sale fixed by it in such notice of sale, either as whole or in separate lots or parcels or items as Beneficiary shall deem expedient, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale, or as otherwise may then be required by applicable law. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase the Trust Property at such sale. Trustee may in the manner provided by applicable law postpone sale of all or any portion of the Trust Property. e. Beneficiary shall have and may exercise with respect to all such of the Trust Property as is personal property, all the rights and remedies accorded upon default to a secured party under the Uniform Commercial Code, as in effect in the state of Nebraska. If notice to Trustor of intended disposition of such property is required by applicable law in a particular instance, such notice shall be deemed commercially reasonable if given to Trustor in the manner specified in this Deed of Trust at least ten (10) calendar days prior to the date of intended disposition. The proceeds received by the Beneficiary or Trustee from the disposition of such property shall be applied in the manner set forth in Section 20 below. Exercise such other rights or remedies available at law or in equity. All costs and expenses incurred by Beneficiary or Trustee in enforcing any right under this Deed of Trust, including without limitation, abstract or title fees, appraisal fees, premiums for title insurance, attorney fees and court costs, shall be and constitute indebtedness secured hereby. Section 20. Application of Sale Proceeds. Trustee shall apply the proceeds of any trustee's sale, first, to the costs and expenses of exercising the power of sale and of the sale, including the payment of Trustee's fees actually incurred not to exceed the amount which may be provided for in this Deed of Trust, second, to payment of the Indebtedness secured by this Deed of Trust, third, to the payment of junior deeds of trust, mortgages or other Iienholders, and the balance, if any, to the person or persons legally entitled thereto. Section 21. Waiver of Marshalling. Trustor and any party who consents to this Deed of Trust, and any party who now or hereafter acquires a lien on the Trust Property and who has actual or constructive notice of this Deed of Trust hereby waives any and all right to require the marshalling of assets in connection with the exercise of any of the remedies permitted by applicable law or provided herein. 4824.5995-2743,3 2018*V-O2048 Section 22. Remedies Not Exclusive. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or the other Loan Documents or afforded by law or equity, and may be exercised concurrently, independently or successively. Trustee and Beneficiary, and each of them, shall be entitled to enforce payment and perfonnance of any Indebtedness and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or any applicable laws now or hereafter in force; notwithstanding, some or all of the Indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect Trustee's or Beneficiary's right to realize upon or enforce any other security now or hereafter held by Trustee or Beneficiary, it being agreed that Trustee and Beneficiary, and each of them, shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as they or either of them may in their absolute discretion determine. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by this Deed of Trust and the other Loan Documents to Trustee or Beneficiary or to which either of them may be otherwise entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Trustee or Beneficiary, and either of them may pursue inconsistent remedies. Nothing herein shall be construed as prohibiting Beneficiary from seeking a deficiency judgment against Trustor to the extent such action is permitted by applicable law. Section 23. Request For Notice. Trustor and all other parties set forth herein hereby request a copy of any notice of default and a copy of any notice of sale hereunder be mailed to them at the address set forth in the first paragraph of this Deed of Trust. Section 24. Time of the Essence. Time is of the essence in all of Trustor's obligations and duties hereunder. Section 25. Reconveyance by Trustee. All of the terms, conditions and obligations contained in this Deed of Trust shall continue in full force and effect until such time as the Indebtedness has been fully and finally paid and performed. Upon written request of Beneficiary stating that all sums secured hereby have been paid and upon surrender of this Deed of Trust and the Note to Trustee for cancellation and retention and upon payment by Beneficiary of Trustee's fees, Trustee shall reconvey to Beneficiary, or the person or persons legally entitled thereto, without warranty, any portion of the Trust Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as "the person or persons legally entitled thereto." Section 26. Notices. Except for any notice required under applicable law to be given in another manner, (a) any notice to Trustor provided for in this Deed of Trust shall be given by delivery to Trustor in person or any one of its officers or by mailing such notice by certified mail, return receipt requested, addressed to Trustor at its mailing address set forth above or at such other address as Trustor may designate by notice to Beneficiary as provided herein, and (b) any notice to Beneficiary or Trustee shall be given by certified mail, return receipt requested, to Beneficiary's and Trustee's mailing address stated herein or to such other address as Beneficiary or Trustee may designate by notice to Trustor as provided herein. Any notice provided for in this Deed of Trust shall be deemed to have been given to Trustor, Beneficiary or Trustee when given in the manner designated herein. No notice shall be filed by Trustor and, if filed, be effective against Trustee and Beneficiary with respect to any aspect of this Deed of Trust unless such notice shall have been given first to Trustee and Beneficiary as provided in this Section. 4824-5995-2743.3 9 2018 - Oe'_ " 4 8 Section 27. Acceptance by Trustee. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by applicable law. Trustee shall not be liable for any error of judgment or act done by Trustee or be, otherwise responsible or accountable under any circumstances whatsoever. Trustee shall not be personally liable in case of entry by it or anyone acting by virtue of the powers herein granted upon it by this Deed of Trust for debts contracted or liability or damages incurred in the management or operation of the Trust Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder or believed by it in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by it in the performance of its duties hereunder and to reasonable compensation for such of its services hereunder as shall be rendered. Trustor will, from time to time, pay compensation due Trustee hereunder and reimburse Trustee for and save and hold it harmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by it in the performance of its duties hereunder. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by applicable law) and Trustee shall be under no liability for interest on any moneys received by it hereunder. Section 28. Governing Law; Severability. This Deed of Trust shall be governed by the laws of the State of Nebraska except to the extent of applicable federal law. If any term of this Deed of Trust or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Deed of Trust, or the application of such terns to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Deed of Trust shall be valid and enforceable to the fullest extent permitted by applicable law. Section 29. Future Advances. This Deed of Trust shall secure the Note and any and all fixture advances Beneficiary agrees to make to Trustor. At no time during the term of this Deed of Trust or any extension thereof shall the unpaid and outstanding secured principal future advances, not including sums advanced by Beneficiary to protect the security of this Deed of Trust, exceed 150% of the Loan. This provision shall not constitute an obligation upon or commitment of Beneficiary to make additional advances or loans to Trustor. Section 30. Maturity Date of Note. The maturity date of the Note is February 15, 2019, if not sooner paid or accelerated in accordance with the terms and conditions of the Note. Section 31. Modifications. This Deed of Trust may not be amended, modified or changed, nor shall any waiver of any provision hereof be effective; except only by an instrument in writing and signed by the party against whom enforcement of any waiver, amendment, change, modification or discharge is sought. [Reminder of page intentionally left blank] 1824-5995-2743.3 10 2018-.0208 EXHIBTr A LEGAL DESCRIPTION Lots 28 through 57 Transformation Hill Addition, inclusive, within the City of Blair, Washington County, Nebraska 4824-5995-2743.3 1 2 0 4 8 IN WITNESS WHEREOF, this Deed of Trust has been duty executed the day and year first above written. TRUSTOR: CITY OF BLAIR, a political subdivision of the State of Nebraska N Its: STATE OF NC6(asKO\ } ss, COUNTY OF W OSS'nU-) rl ) The foregoing instrument was acknowledged before me on this 25 day of .Tu /)f, , 2018, by Tcj�, the Aay or of the City of Blair, a political subdivision of the State of Nebraska, on behalf of the City of Blair. (SEAL) WO-ERAUMQUIARMSaie ofNebraskaBRENDA R WHEELER y Comm. Exp. June 20, 2020 My commission expires: 4824-5995-2743,3 66�W h,.d,, Notary Public Printed Name; bc-c two. W h e(f