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RES 2012-1492 - Omaha public facilities corporation lease revenue bonds series 2012A of OlahHA,N�� RECEIVE Finance Department `� Omaha/Douglas Civic Center `��` � VIZ 1819 Farnam Street,Suite 1004 G.,« •� 1 f yy nn z It �- + h 1 2 CITY ._5 10' Omaha,Nebraska 6Suite 1004 off•- 3 ;.. ti (402)444-5416 o,p Telefax(402)546-1150 O�4/WoFEi103 CITY CLERK Pam Spaccarotella City of Omaha dMAHA. NEBRAcK,' Director Jim Suttle,Mayor Allen R.Herink City Comptroller Honorable President and Members of the City Council, Submitted for your approval, deeming final and authorizing the distribution of the Preliminary Official Statement pertaining to not to exceed $700,000 aggregate principal amount of City of Omaha Public Facilities Corporation Lease Revenue Bonds (Milton R. Abrahams Branch Library Project), Series 2012A, and not to exceed $5,500,000 aggregate principal amount of City of Omaha Public Facilities Corporation Lease Revenue Bonds (Police Cruiser Projects), Series 2012B. We urge your favorable consideration of this resolution. Respectfully submitted, Referred to City Council for Consideration: COLL ��_-�=�� r; .e�c� iD t 11 5 )' Pam Spaccarotella Date Mayor's Office Date / Finance Director P:FiN/1 107vg1 ers Association, as recommended by the Mayor,providing for the public improvements, the Watershed Management Fee, and sewer connection to the Omaha Sanitary Sewer System, is hereby approved. The Subdivision is to be known as Country Club Hills(Lots 1 Thru 15,Inclusive and Outlots"A"&"B") and is located Southwest of 63rd & Girard Streets. P:\rah\1040rah.doc APPROVED AS TO FORM: ._ 44 - Al-7 /cocr,Z. (71, Zu - .4 5-' CITY ATTORNEY DATE By . _ Councilme Adopted „_DEC —t 4 20 12, , 7-0 . . 47/61/:Z i Clerk Approved... .. Mayor A """'wP. -1JN6 101YMORP !VOMIT DO101�GOWN • u .0 •• u a •..i Post C°nstnKhon ' - - - - - 5torm Management mash. aavewa r_ OMM40120e07-04t1 P Plan� POW COMUCTION e n•-.... �.n�ra'.•rr.r•.a.•.•tn.,•r[ MEET 1 OF I •,•'•'! �..MEMO. ' OMA20120725-1349-2 C4.0 Exhibit "A" Protect Information Legal Description: Lots 1 through 14 and Outlot A, Country Club Hills, a Subdivision in Douglas County Nebraska. Property Address: 65th&Girrard Street Omaha, Nebraska Section: NE 25-16-12 Applicant Information Name: Sean J Negus& Dawn M. Negus Address:11828 N. 24th Avenue Omaha, NE 68112 Representative's Email: seannegus@yahoo.com Representative's Phone: (402) 672-8422 Representative's Fax: (402) 672-8422 EXHIBIT "I" BMP Information Name Identifier Latitude/Longitude - State Plane Coordinates Bio-Retention N41°19'30",W96°00'46" N568589.627, Basin BRB-1 E2734848.654 N41°19'30",W96°00'46" N568589.627, Grass Swale GS-1 E2734848.654 Post Construction Stormwater Management Plan Maintenance Agreement And Easement 5 rs, successors, heirs, or assigns, hereby indemnifies and holds harmless the City and its authorized agents and employees for any and all damages, accidents, casualties, occurrences or claims that may arise or be asserted against the City from the construction, presence, existence or maintenance of the facility or facilities by the Owner unless caused by the City of Omaha or its employees, contractors or agents. In the event a claim is asserted against the City, its authorized agents or employees, the City shall promptly notify the Owner and the Owner shall defend at its own expense any suit unless caused by the City of Omaha or its employees,contractors or agents. EXHIBIT "I" Post Construction Stormwater Management Plan Maintenance Agreement And Easement 2 w g ' i * L�s Y � ` w 1 m eo g� sa 5X ;1„ep `g1 g z - 1 7. e / It Y w � Y.. BW O $ El �a �' II < Iaq /- .Fti .I a sm - _ !�# " E ffie H " Z 0 I -- / I o°�' 8 8 AO �..g 8 2' LE '' ) I s:'s j' g gil_M ZEi."ix 2� Gj. gg s3 2 m c �, _ //,1 / 14 &lJ 5s 8 �N"€ �8 m aC S e ori EOF,I have set my hand and affixed the seals of the Companies this day of ,20 12 . "41"/ -6:7,—,ee-f "-- Jeffrey Goldberg,Vice President&Assistant Secretary of Washington International Insurance Company&North American Specialty Insurance Company r rI , 71--) • a c independent contractors,property damage liability, bodily injury liability,personal injury liability, and explosion collapse underground hazard (XC&U), with limits of $1,000,000 per occurrence, and $2,000,000 general aggregate; with umbrella liability limits of$9,000,000 per occurrence,and$9,000,000 general aggregate. m the building and to implement, at the CITY's sole cost and expense,reasonable safety measures in order to protect any of its agents, employees, contractors and/or representatives during their performance of work within the Easement Area. ments claims,damages,losses,and costs,including,but not All reports,drawings,specifications,documents,and limited to,attorney's fees and litigation costs,arising out other deliverables of PROVIDER,whether in hard copy .of claims by third parties for property damage or bodily or in electronic form,are instruments of service for this injury,including death,to the proportionate extent PROJECT,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . •E PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 6,2012 E 0 ,- NEW ISSUES RATINGS: Moody's:"_" `" v BOOK-ENTRY-ONLY Standard&Poor's:" " •, (See"RATINGS"herein) O g In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is excluded from gross •E income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on al E:� individuals and corporations, except that interest on the Bonds must be included in the "adjusted current earnings"of certain corporations for , 0 purposes of calculating alternative minimum taxable income. Bond Counsel also is of the opinion that, under existing laws of the State of $ y • Nebraska, interest on the Bonds is exempt from Nebraska state income taxation as long as it is exempt for purposes of the federal income tax. See "TAX EXEMPTION"herein. o. s5 0 0 $680,000" $4,975,000" o"' CITY OF OMAHA PUBLIC FACILITIES CORPORATION CITY OF OMAHA PUBLIC FACILITIES CORPORATION 8 ; LEASE REVENUE BONDS LEASE REVENUE BONDS tg (Milton R.Abrahams Branch Library Project)Series 2012A (Police Cruiser Projects)Series 2012B A' d Dated: Date of Delivery Due: As shown on reverse of Cover Page o The above captioned two issues of bonds(individually,the"Library Bonds"and the"Cruiser Bonds,"and,collectively,the"Bonds") s are issuable in fully registered form in the denominations of$5,000 and integral multiples thereof. Interest is payable semiannually on May 15 o .. c 8 and November 15 of each year,commencing May 15,2013,by check,draft or wire on each interest payment date to the registered owner as of E > the applicable record date as shown on the books of registration of the City of Omaha Public Facilities Corporation, a Nebraska nonprofit $c corporation(the"Corporation"),maintained by First National Bank of Omaha,as Trustee and Paying Agent. Principal of the Bonds is payable c upon presentation and surrender of such Bonds at the principal corporate office of the Trustee in Omaha, Nebraska. The Library Bonds are ▪o subject to optional redemption and extraordinary optional redemption prior to maturity, as more fully set forth herein. The Cruiser Bonds are c g not subject to redemption. See"THE BONDS—Optional Redemption" and"—Extraordinary Optional Redemption"herein. o The Bonds initially will be registered in the name of Cede& Co., as nominee for The Depository Trust Company, New York, e0 c V , E.o New York("DTC"), which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form in 5. authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers ._.71 will not receive certificates evidencing the Bonds. Principal of,premium,if any,and interest on the Bonds will be payable by the Paying Agent r, H directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and en H o i disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants,as more fully N c described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is,or acts through, c 3 a DTC Participant to receive payment of the principal of,premium,if any,and interest on such Bonds. See"THE BONDS—Book-Entry-Only • st System"herein. o•' The Library Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring, E g „ constructing, furnishing and equipping certain improvements to City of Omaha public library facilities in Omaha,Nebraska, and the Cruiser ,_ g y Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring and equipping police cruiser H.g vehicles for the City of Omaha police department. oa ... 0 8 v MATURITY SCHEDULE E 8 o g 5 (On Reverse of Cover Page) fi .tA: The Library Bonds are being issued pursuant to the provisions of an Indenture of Trust and the Cruiser Bonds are being issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . MATURITY SCHEDULE* $680,000* CITY OF OMAHA PUBLIC FACILITIES CORPORATION LEASE REVENUE BONDS (Milton R.Abrahams Branch Library Project) Series 2012A Maturity Principal Interest CUSIPt Type (November 15) Amount Rate Price 681785 Term 2017 $150,000 Term 2022 150,000 Term 2032 380,000 $4,975,000* CITY OF OMAHA PUBLIC FACILITIES CORPORATION LEASE REVENUE BONDS (Police Cruiser Projects) Series 2012B Principal Interest CUSIP Maturity Date Amount Rate Price 681785 May 15, 2013 $125,000 November 15, 2013 950,000 May 15, 2014 960,000 November 15, 2014. 970,000 May 15, 2015 980,000 November 15, 2015 990,000 *Preliminary; subject to change t Neither the City of Omaha nor the Corporation shall be responsible for the use of the CUSIP numbers selected,nor is any representation made as to their correctness indicated herein. They are included solely for the convenience of the holders. 4839-5579-1377.2 VENUE BONDS LEASE REVENUE BONDS tg (Milton R.Abrahams Branch Library Project)Series 2012A (Police Cruiser Projects)Series 2012B A' d Dated: Date of Delivery Due: As shown on reverse of Cover Page o The above captioned two issues of bonds(individually,the"Library Bonds"and the"Cruiser Bonds,"and,collectively,the"Bonds") s are issuable in fully registered form in the denominations of$5,000 and integral multiples thereof. Interest is payable semiannually on May 15 o .. c 8 and November 15 of each year,commencing May 15,2013,by check,draft or wire on each interest payment date to the registered owner as of E > the applicable record date as shown on the books of registration of the City of Omaha Public Facilities Corporation, a Nebraska nonprofit $c corporation(the"Corporation"),maintained by First National Bank of Omaha,as Trustee and Paying Agent. Principal of the Bonds is payable c upon presentation and surrender of such Bonds at the principal corporate office of the Trustee in Omaha, Nebraska. The Library Bonds are ▪o subject to optional redemption and extraordinary optional redemption prior to maturity, as more fully set forth herein. The Cruiser Bonds are c g not subject to redemption. See"THE BONDS—Optional Redemption" and"—Extraordinary Optional Redemption"herein. o The Bonds initially will be registered in the name of Cede& Co., as nominee for The Depository Trust Company, New York, e0 c V , E.o New York("DTC"), which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form in 5. authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers ._.71 will not receive certificates evidencing the Bonds. Principal of,premium,if any,and interest on the Bonds will be payable by the Paying Agent r, H directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and en H o i disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants,as more fully N c described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is,or acts through, c 3 a DTC Participant to receive payment of the principal of,premium,if any,and interest on such Bonds. See"THE BONDS—Book-Entry-Only • st System"herein. o•' The Library Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring, E g „ constructing, furnishing and equipping certain improvements to City of Omaha public library facilities in Omaha,Nebraska, and the Cruiser ,_ g y Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring and equipping police cruiser H.g vehicles for the City of Omaha police department. oa ... 0 8 v MATURITY SCHEDULE E 8 o g 5 (On Reverse of Cover Page) fi .tA: The Library Bonds are being issued pursuant to the provisions of an Indenture of Trust and the Cruiser Bonds are being issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . No dealer, broker, salesperson or other person has been authorized by the City, the Corporations or the Underwriter to give any information or to make any representations in connection with the Bonds or the matters described herein, other than those contained in this Official Statement, and, if given or made,such other information or representations must be relied upon as having been authorized by the City, the Corporation or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion contained herein are subject to change, without notice, and neither the delivery of this Official Statement, nor any sale made hereunder,shall, under any circumstances,create any implication that there has been no change in the matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. The Underwriter may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed from time to time by the original purchasers. TABLE OF CONTENTS INTRODUCTION 1 TAX EXEMPTION 15 THE CORPORATION 2 Federal and State Tax Exemption 15 THE PROJECTS 2 Original Issue Discount 16 SOURCES AND USES OF FUNDS 2 Original Issue Premium 17 EXISTING LEASE-PURCHASE Future Legislation 17 OBLIGATIONS 3 Other Legal Matters 17 SECURITY FOR THE BONDS 3 RATINGS 17 General 3 FINANCIAL STATEMENTS 18 Revision of State Property Tax MISCELLANEOUS 18 System 4 THE BONDS 5 APPENDIX A—City of Omaha—Selected Description of the Bonds 5 Economic Indicators Place of Payment 5 APPENDIX B—City of Omaha—Financial Book-Entry Only System 5 Information Optional Redemption 8 Sinking Fund Redemption 9 Part One—Selected City of Omaha Extraordinary Optional Redemption 10 Financial Information Additional Bonds 10 Part Two Comprehensive Annual Refunding Bonds 10 Financial Report THE LEASE 10 THE AGREEMENTS 11 APPENDIX C—Form of Continuing Disclosure THE INDENTURES 13 Letter Agreement UNDERWRITING 14 APPENDIX D—Form of Opinion of Bond CONTINUING DISCLOSURE 15 Counsel LITIGATION 15 IN CONNECTION WITH ITS REOFFERING OF THE BONDS, THE UNDERWRITER OF THE BONDS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. 4839-5579-1377.2 e DTC Participants is the responsibility of DTC, and en H o i disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants,as more fully N c described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is,or acts through, c 3 a DTC Participant to receive payment of the principal of,premium,if any,and interest on such Bonds. See"THE BONDS—Book-Entry-Only • st System"herein. o•' The Library Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring, E g „ constructing, furnishing and equipping certain improvements to City of Omaha public library facilities in Omaha,Nebraska, and the Cruiser ,_ g y Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring and equipping police cruiser H.g vehicles for the City of Omaha police department. oa ... 0 8 v MATURITY SCHEDULE E 8 o g 5 (On Reverse of Cover Page) fi .tA: The Library Bonds are being issued pursuant to the provisions of an Indenture of Trust and the Cruiser Bonds are being issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . [This page left blank intentionally.] 4839-5579-1377.2 nLI ! Iiit , I c tn o ,k- o CA Fr Po ( ° c o v i li '(‘).1N. .. I CD GJ Zx e Co � c' p <•rn � r (pa' . P o(� m aj • S i et, (j..!3 \ 0 CD A) c j9. flfl cD o O \! S CD C' w d' 5t N '.sue 5 g � �. N v, �C (D c1 (D chi UQ d,, • • L ution thereof to be their voluntary act and deed. 61/�'��,?Zu GENERAL NOTARY-State of Nebraska TARY PUBLIC 1 1 JAMES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 OFFICIAL STATEMENT $680,000* $4,975,000* CITY OF OMAHA PUBLIC FACILITIES CITY OF OMAHA PUBLIC FACILITIES CORPORATION CORPORATION LEASE REVENUE BONDS LEASE REVENUE BONDS (Milton R.Abrahams Branch Library Project) (Police Cruiser Projects) Series 2012A Series 2012B INTRODUCTION This Official Statement and the cover page and reverse cover page (excluding prices) are furnished in connection with the offering by the City of Omaha Public Facilities Corporation, a nonprofit corporation organized under the laws of the State of Nebraska(the"Corporation") of$680,000* aggregate principal amount of its Lease Revenue Bonds(Milton R. Abrahams Branch Library Project) Series 2012A (the "Library Bonds") and of$4,975,000* Lease Revenue Bonds (Police Cruiser Projects) Series 2012B (the "Cruiser Bonds" and, together with the Library Bonds, the "Bonds"). The Library Bonds are to be issued pursuant to an Indenture of Trust(the "Library Indenture") and the Cruiser Bonds are to be issued pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture (comprising the "Cruiser Indenture" and, collectively with the Library Indenture, the "Indenture"), each dated as of December 1, 2012 by and between the Corporation and First National Bank of Omaha, as trustee and paying agent(the"Trustee"). The proceeds of the Library Bonds will be provided to the Trustee for deposit in an Acquisition Fund pursuant to the Library Indenture and used to finance on behalf of the City of Omaha,Nebraska(the "City") all or a portion of the costs of the acquisition, construction, furnishing and equipping of capital improvements to the Milton R. Abrahams Branch Library, a City-owned public library facility (the "Library Project"). The proceeds of the Cruiser Bonds will be provided to the Trustee for deposit in an Acquisition Fund pursuant to the Cruiser Indenture and used to finance all or a portion of the costs of the acquisition and equipping of police cruiser vehicles for the City's police department (the "Cruiser Project"and,collectively with the Library Project,the"Projects"). The Bonds will be secured by the pledge of the cash rentals, payable by the City under a Lease-Purchase Agreement for the Library Project (the "Library Agreement") and a Master Lease-Purchase Agreement and Schedules I, II and III thereto for the Cruiser Project (comprising the "Cruiser Agreement" and, collectively with the Library Agreement, the "Agreement") dated as of December 1, 2012 by and between the Corporation and the City, and assigned by the Corporation to the Trustee under the Indenture. The Trustee will receive such cash rentals and act as Paying Agent for the Bonds. The Corporation previously has issued on behalf of the City and there remain outstanding $123,335,000 aggregate principal amount of lease revenue bonds. The Bonds are issued on parity with such outstanding bonds (collectively, the "Parity Bonds"). Other nonprofit corporations previously have issued lease revenue bonds on behalf of the City, of which bonds$29,100,000 aggregate principal amount remains outstanding. See "EXISTING LEASE-PURCHASE OBLIGATIONS" and "SECURITY FOR THE BONDS—General." *Preliminary; subject to change 4839-5579-1377.2 fully N c described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is,or acts through, c 3 a DTC Participant to receive payment of the principal of,premium,if any,and interest on such Bonds. See"THE BONDS—Book-Entry-Only • st System"herein. o•' The Library Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring, E g „ constructing, furnishing and equipping certain improvements to City of Omaha public library facilities in Omaha,Nebraska, and the Cruiser ,_ g y Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring and equipping police cruiser H.g vehicles for the City of Omaha police department. oa ... 0 8 v MATURITY SCHEDULE E 8 o g 5 (On Reverse of Cover Page) fi .tA: The Library Bonds are being issued pursuant to the provisions of an Indenture of Trust and the Cruiser Bonds are being issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . THE CORPORATION The Corporation was incorporated on May 20, 2005 under the Nebraska Nonprofit Corporation Act, Sections 21-1901 —21-1991, R.R.S. Neb. as amended. The only purpose for which the Corporation was organized is to assist the City with the acquisition, construction, furnishing and equipping of public facilities. The Corporation has three directors, who serve without compensation. Their names and principal occupations are as follows: Name and Office Occupation Brook Bench, President Acting Parks, Recreation and Public Property Director, City of Omaha Scott Winkler,Vice President Manager of Accounting Division, City of Omaha Finance Department Andrew Brott, Secretary/Treasurer Manager of the Budget and Accounting Division, City of Omaha Finance Department The directors hold office until death or resignation, in which case the City may designate a successor, but if the City does not designate a successor within 30 days after the death or resignation, the remaining directors shall appoint a successor. THE PROJECTS The Corporation will use the proceeds of the Library Bonds to pay (or reimburse itself for the payment of) all or a portion of the costs of acquiring, constructing, furnishing and equipping the Library Project on behalf of the City and the issuance costs of the Library Bonds. The Omaha Public Library Board will operate the Library Project on behalf of City, which is the lessee under the Library Agreement and the ultimate titleholder of the Library Project. The Corporation will use the proceeds of the Cruiser Bonds to pay (or reimburse itself for the payment of) all or a portion of the costs of acquiring and equipping the Cruiser Project on behalf of the City and the issuance costs of the Cruiser Bonds. The City will lease the site of the Library Project to the Corporation pursuant to a Site Lease Agreement (the "Lease") dated as of December 1, 2012 by and between the City and the Corporation. The term of the Lease extends to the final maturity date of the Library Bonds. The City will convey the Cruiser Project to the Corporation by Bill of Sale(the"Bill of Sale")dated as of December 1,2012. SOURCES AND USES OF FUNDS Following are the aggregate sources and uses of the Bond proceeds (net of accrued interest, if any): Sources of Funds Library Bond Proceeds $ Cruiser Bond Proceeds $ Cash from City Total $ 4839-5579-1377.2 2 December 1, 2012 by and between the Corporation and the City, and assigned by the Corporation to the Trustee under the Indenture. The Trustee will receive such cash rentals and act as Paying Agent for the Bonds. The Corporation previously has issued on behalf of the City and there remain outstanding $123,335,000 aggregate principal amount of lease revenue bonds. The Bonds are issued on parity with such outstanding bonds (collectively, the "Parity Bonds"). Other nonprofit corporations previously have issued lease revenue bonds on behalf of the City, of which bonds$29,100,000 aggregate principal amount remains outstanding. See "EXISTING LEASE-PURCHASE OBLIGATIONS" and "SECURITY FOR THE BONDS—General." *Preliminary; subject to change 4839-5579-1377.2 fully N c described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is,or acts through, c 3 a DTC Participant to receive payment of the principal of,premium,if any,and interest on such Bonds. See"THE BONDS—Book-Entry-Only • st System"herein. o•' The Library Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring, E g „ constructing, furnishing and equipping certain improvements to City of Omaha public library facilities in Omaha,Nebraska, and the Cruiser ,_ g y Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring and equipping police cruiser H.g vehicles for the City of Omaha police department. oa ... 0 8 v MATURITY SCHEDULE E 8 o g 5 (On Reverse of Cover Page) fi .tA: The Library Bonds are being issued pursuant to the provisions of an Indenture of Trust and the Cruiser Bonds are being issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Uses of Funds Acquisition Fund Deposits $ Underwriter's Discount and Costs of Issuance Total $ EXISTING LEASE-PURCHASE OBLIGATIONS The City previously has incurred lease-purchase obligations in addition to those relating to the Bonds and the Parity Bonds in conjunction with the issuance by several nonprofit corporations similar to the Corporation of lease revenue bonds for the acquisition of real and personal property on behalf of the City. See "LONG-TERM CONTRACTUAL AGREEMENTS" in Appendix B. Such lease revenue bonds, exclusive of the Bonds and the Parity Bonds, are outstanding in the aggregate principal amount of $40,695,545 and have a final stated maturity of March 1, 2033. In conjunction with such lease revenue bonds and related projects, the City, as lessor, and each related corporation, as lessee, entered into site lease agreements, and each such corporation, as lessor,and the City, as lessee, entered into lease-purchase agreements(collectively,the"Outstanding Leases"). The Corporation was incorporated to consolidate into a single entity the functions previously performed on behalf of the City by the aforesaid nonprofit corporations. With the exception of refunding bonds, the City does not plan to request any such corporation to issue to any additional lease revenue bonds on behalf of the City. The Outstanding Leases and the corresponding indentures of trust contain substantially identical provisions as those in the Lease, the Agreement and the Indenture summarized herein under "THE LEASE," "THE AGREEMENTS" and "THE INDENTURES," respectively. The obligations of the City under the Outstanding Leases are general obligations of the City payable from the City's General Fund without preference or priority over the City's obligation under the Agreement with respect to the Bonds. See"SECURITY FOR THE BONDS—General." In the event,however, of a payment default by the City under an Outstanding Lease, and the exercise by the trustee for the related lease revenue bonds, as the case may be, of the remedy of sale, lease or taking over the operation of the project as described under "THE INDENTURES—Default Remedies" or by such nonprofit corporation of the remedy of taking possession of the project described under "THE AGREEMENTS—Default," the net proceeds of a sale, lease or operation by the trustee or such corporation of the related project would accrue to the benefit of the holders of such lease revenue bonds, ahead of the holders of the Bonds. Notwithstanding the foregoing, no such occurrence would relieve the City of its unconditional obligation to the Corporation to pay the cash rentals due under the Agreement. SECURITY FOR THE BONDS General The Corporation and the City have entered into the Agreement whereby the Corporation has leased the Library Project and the Cruiser Project to the City for the period ending not later than the final maturity date of the corresponding issue of the Bonds. Under the Agreement,the City is obligated to pay, semiannually, cash rentals equal in amount to the principal of and interest on the Bonds,which cash rental payments will be due in such amounts and at such times as to provide sufficient funds to meet the principal and interest payments on the Bonds as the same become due. The City is also obligated to provide insurance and pay any taxes, maintenance expenses and other miscellaneous expenses so that the cash rentals are net to the Corporation. See"THE AGREEMENTS." 4839-5579-1377.2 3 ,premium,if any,and interest on such Bonds. See"THE BONDS—Book-Entry-Only • st System"herein. o•' The Library Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring, E g „ constructing, furnishing and equipping certain improvements to City of Omaha public library facilities in Omaha,Nebraska, and the Cruiser ,_ g y Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring and equipping police cruiser H.g vehicles for the City of Omaha police department. oa ... 0 8 v MATURITY SCHEDULE E 8 o g 5 (On Reverse of Cover Page) fi .tA: The Library Bonds are being issued pursuant to the provisions of an Indenture of Trust and the Cruiser Bonds are being issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . The cash rentals due from the City will be assigned to and received by the Trustee for payment of principal of and interest on the Bonds. Under Section 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended (the "City Charter"), the City is specifically authorized to enter into lease-purchase agreements, and, under Section 5.27 of the City Charter, the amount of any such lease-purchase agreement is not chargeable against the City's debt limit. See "APPENDIX B—LONG-TERM CONTRACTUAL AGREEMENTS." The City's obligation under the Agreement is a general obligation of the City payable from the City's General Fund each year of the lease-purchase term on the same basis as operating expenses and other contractual obligations of the City. The Agreement is an unconditional obligation of the City and is not subject to annual renewal. The City is required to annually include in its General Fund budget appropriations for paying the lease-purchase obligation. See "LONG—TERM CONTRACTUAL AGREEMENTS"in Appendix B. The City's primary sources of General Fund revenues are: (a) A general property tax not exceeding $0.6125 per $100 of actual taxable value plus certain other amounts more fully described under the caption "AUTHORITY TO LEVY TAXES"in Appendix B hereto. (b) A city sales and use tax of 1'/2%. See the captions "CITY OF OMAHA NEBRASKA SUMMARY OF GENERAL FUND REVENUES AND EXPENDITURES" and "AUTHORITY TO LEVY TAXES" in Appendix B for further details on the City's sources of revenue. The payment of the Bonds, however, is not secured by any such revenues or by any specific source of taxes. The Bonds are payable from and secured solely by the cash rentals to be paid by the City under the Agreement. With respect to the Bonds, the Corporation has no assets other than the related Projects, or revenues other than such cash rentals. Section 13 of the Agreement contains the following provision: City agrees that no delay, failure or insufficiency, for any reason whatsoever (including, in particular, but without limitation, an insufficiency in the amount of Bond proceeds to pay the cost of the Project . . . ) in the acquisition, construction, equipping or operation of the Project, or any part thereof, shall entitle City to terminate this Agreement or operate in any way to suspend, abate or reduce the Rental Payments due or to become due under the terms of. . .this Agreement. Revision of State Property Tax System The State of Nebraska's system of assessing and taxing personal property for purposes of local ad valorem taxation for support of local political subdivisions, including the City, has been the subject in recent years of constitutional amendment, legislation and litigation the result of which has been to substantially resolve certain challenges to the validity of the tax system. Governmental units in Nebraska may not adopt budgets for fiscal years beginning on or after July 1, 1998, in excess of 102.5% of the prior fiscal year's budget plus allowable growth (which includes increases in taxable valuation for such things as new construction and annexations). However, such budgetary limitations do not apply to, among other things, revenue pledged to retire bonded indebtedness or budgeted for capital improvements. Governmental units may exceed the budget limit for a given fiscal 4839-5579-1377.2 4 cash rentals are net to the Corporation. See"THE AGREEMENTS." 4839-5579-1377.2 3 ,premium,if any,and interest on such Bonds. See"THE BONDS—Book-Entry-Only • st System"herein. o•' The Library Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring, E g „ constructing, furnishing and equipping certain improvements to City of Omaha public library facilities in Omaha,Nebraska, and the Cruiser ,_ g y Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring and equipping police cruiser H.g vehicles for the City of Omaha police department. oa ... 0 8 v MATURITY SCHEDULE E 8 o g 5 (On Reverse of Cover Page) fi .tA: The Library Bonds are being issued pursuant to the provisions of an Indenture of Trust and the Cruiser Bonds are being issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . year by up to an additional 1% upon the affirmative vote of at least 75% of the governing body or in such amount as is approved by a majority vote of the electorate. Effective July 1, 1998,the property tax levies of incorporated cities and villages, such as the City, are limited to a maximum of 450/$100 of taxable valuation (plus an additional 50/$100 to pay the municipality's share of revenue required under interlocal agreements). The levy limit does not apply to levies for preexisting lease-purchase contracts approved prior to July 1, 1998, to bonded indebtedness approved according to law and secured by a levy on property and to pay judgments. The Agreement was approved after July 1, 1998, and the City's levy limit does apply to its obligation under the Agreement. The City's 2012 General Fund levy, exclusive of such unlimited levies, is 28.4470/$100 of taxable valuation. A political subdivision may exceed its levy limitation for a period of up to five years by majority vote of the electorate. There can be no assurance that Nebraska's system of assessing and taxing real and personal property will remain substantially unchanged, given the possibility of additional legislation, constitutional initiatives and referendums and litigation. Such changes could materially and adversely affect the amount of property tax and other revenues the City could collect in future years. The City does not believe, however, that the Nebraska Legislature, subject to any constitutional restrictions, would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the repayment of its bonds, lease-purchase obligations and other obligations. The opinion of Bond Counsel will be rendered based on the law existing as of the date of issuance of the Bonds and in reliance upon general legal presumptions in favor of the constitutionality of statutes and upon the holdings of existing case law. THE BONDS Description of the Bonds The Bonds will be issued as designated and in the aggregate principal amounts set out on the cover page of this Official Statement. The Bonds will be dated the date of their delivery, will be issued in fully registered form and will mature as set forth on the reverse of the cover page of this Official Statement. Interest is payable semiannually on May 15 and November 15 of each year, commencing May 15,2013. Place of Payment The principal of the Bonds will be payable in lawful money of the United States of America at the principal corporate trust office of First National Bank of Omaha, as trustee and paying agent, in Omaha, Nebraska. Interest on the Bonds will be paid by wire transfer of the Trustee to the registered owner of $1,000,000 in aggregate principal amount of the Bonds of a series upon written notice by the registered owner given to the Trustee not later than the close of business on May l or November 1, as the case may be, or by check or draft mailed to the person in whose name a Bond is registered as of the May 1 or November 15, as the case may be, immediately preceding each interest payment date. Book-Entry Only System The Bonds initially will be issued solely in book-entry form to be held in the book-entry only system maintained by The Depository Trust Company ("DTC"), New York, New York. So long as such book-entry system is used, only DTC will receive or have the right to receive physical delivery of Bonds and, except as otherwise provided herein with respect to tenders by Beneficial Owners of Beneficial Ownership Interests, each(as hereinafter defined), Beneficial Owners))will not be or be considered to be, and will not have any rights as, owners or holders of the Bonds under the Indenture. The following information about the book-entry only system applicable to the Bonds has been supplied by DTC. 4839-5579-1377.2 5 ties in Omaha,Nebraska, and the Cruiser ,_ g y Bonds are being issued to provide the Corporation with funds to pay all or a portion of the costs of acquiring and equipping police cruiser H.g vehicles for the City of Omaha police department. oa ... 0 8 v MATURITY SCHEDULE E 8 o g 5 (On Reverse of Cover Page) fi .tA: The Library Bonds are being issued pursuant to the provisions of an Indenture of Trust and the Cruiser Bonds are being issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Neither the Corporation nor the Trustee makes any representations, warranties or guarantees with respect to its accuracy or completeness. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede&Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of each stated maturity of each series of the Bonds and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a"banking organization"within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a"clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard& Poor's rating of "AA+." The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede&Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede& Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series to be redeemed. Neither DTC nor Cede&Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City, as soon as possible after the Record Date. The Omnibus Proxy assigns Cede&Co.'s consenting or voting rights to.those Direct Participants to whose accounts Bonds are credited on the Record Date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds. distributions and interest payments on the Bonds will be made to Cede&Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Corporation or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name" and will be the responsibility of such Participant and not of DTC (nor its nominee), the Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of, premium, if any, and interest on the Bonds to Cede&Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee or the Corporation, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Corporation or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event, Bond certificates will be printed and delivered. Each Beneficial Owner for whom a Direct Participant or Indirect Participant acquires an interest in the Bonds, as nominee, may desire to make arrangements with such Direct Participant or Indirect Participant to receive a credit balance in the records of such Direct Participant or Indirect Participant, to have all notices of redemption, elections to tender Bonds or other communications to or by DTC which may affect such Beneficial Owner forwarded in writing by such Direct Participant or Indirect Participant, and to have notification made of all debt service payments. • 4839-5579-1377.2. 7 the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds. SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE& CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES AND VOTING. Upon (i)the written direction of a Corporation or (ii)the written consent of 100% of the Bondholders, the Trustee shall withdraw the affected Bonds from DTC and authenticate and deliver Bond certificates fully registered to the assignees of DTC or its nominee. If the request for such withdrawal is not the result of any Corporation action or inaction, such withdrawal, authorization and delivery shall be at the cost and expense of the persons requesting such withdrawal, authentication and delivery. THE CORPORATION AND THE TRUSTEE CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (i)PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, (ii)BONDS REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS OR (iii)REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE&CO., ITS NOMINEE, AS THE REGISTERED OWNERS OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT "RULES" APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE CURRENT "PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DIRECT PARTICIPANTS ARE ON FILE WITH DTC. NEITHER THE CORPORATION NOR THE TRUSTEE HAS ANY RESPONSIBILITY OR OBLIGATIONS TO THE DIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT; (B) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNERS IN RESPECT OF THE PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (C)THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; (D)THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (E) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, CEDE & CO., AS BONDHOLDER. Optional Redemption The Cruiser Bonds are not subject to redemption. The Library Bonds maturing on or after November 15, 2023 are subject to redemption at the option of the Corporation from any source, in whole or in part ($5,000 or any integral multiple thereof) at any time, in such order of maturities as determined by the Corporation (and by lot or other random selection method within a maturity) on or after November 15, 2022 at the redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. 4839-5579-1377.2 8 (or a successor securities depository). In that event, Bond certificates will be printed and delivered. Each Beneficial Owner for whom a Direct Participant or Indirect Participant acquires an interest in the Bonds, as nominee, may desire to make arrangements with such Direct Participant or Indirect Participant to receive a credit balance in the records of such Direct Participant or Indirect Participant, to have all notices of redemption, elections to tender Bonds or other communications to or by DTC which may affect such Beneficial Owner forwarded in writing by such Direct Participant or Indirect Participant, and to have notification made of all debt service payments. • 4839-5579-1377.2. 7 the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Sinking Fund Redemption* The Library Bonds maturing on November 15 in the years 2017, 2022 and 2032 are subject to mandatory sinking fund redemption from Basic Rent sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by Trustee, at a price of par without premium on November 15 in the years and principal amounts set forth below: 2017 Term Bond Year of Redemption Principal Amount of Bonds (November 15) to be Redeemed 2013 $ 2014 2015 2016 2017(final maturity) • 2022 Term Bond Year of Redemption Principal Amount of Bonds (November 15) to be Redeemed 2018 $ 2019 2020 2021 2022(final maturity) 2032 Term Bond Year of Redemption Principal Amount of Bonds (November 15) to be Redeemed 2023 $ 2024 2025 2026 2027 2028 2029 2030 2031 2032(final maturity) To the extent that the Library Bonds have been previously called for redemption in part and otherwise than from the sinking fund, each related aforesaid annual sinking fund payment for the Library Bonds of such maturity shall be reduced by the amount obtained by multiplying the principal amount of such Library Bonds of such maturity so called for redemption, by the ratio which each annual sinking fund payment for the Library Bonds of such maturity bears to the total sinking fund payments of such Library Bonds subject to sinking fund redemption, and by rounding each sinking fund payment to the nearest$5,000 multiple. *Preliminary; subject to change 4839-5579-1377.2 9 C TO BE FOLLOWED IN DEALING WITH DIRECT PARTICIPANTS ARE ON FILE WITH DTC. NEITHER THE CORPORATION NOR THE TRUSTEE HAS ANY RESPONSIBILITY OR OBLIGATIONS TO THE DIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT; (B) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNERS IN RESPECT OF THE PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (C)THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; (D)THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (E) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, CEDE & CO., AS BONDHOLDER. Optional Redemption The Cruiser Bonds are not subject to redemption. The Library Bonds maturing on or after November 15, 2023 are subject to redemption at the option of the Corporation from any source, in whole or in part ($5,000 or any integral multiple thereof) at any time, in such order of maturities as determined by the Corporation (and by lot or other random selection method within a maturity) on or after November 15, 2022 at the redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. 4839-5579-1377.2 8 (or a successor securities depository). In that event, Bond certificates will be printed and delivered. Each Beneficial Owner for whom a Direct Participant or Indirect Participant acquires an interest in the Bonds, as nominee, may desire to make arrangements with such Direct Participant or Indirect Participant to receive a credit balance in the records of such Direct Participant or Indirect Participant, to have all notices of redemption, elections to tender Bonds or other communications to or by DTC which may affect such Beneficial Owner forwarded in writing by such Direct Participant or Indirect Participant, and to have notification made of all debt service payments. • 4839-5579-1377.2. 7 the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . In case a LibraryBond to sinkingfund redemption is of a denomination larger than subject P g $5,000, a portion of such Library Bond may be redeemed, but Library Bonds shall be redeemed only in the principal amount of$5,000 each or any integral multiple thereof. On or before the thirtieth day prior to each such sinking fund payment date, the Trustee shall proceed to select for redemption (by lot in such manner, as the Trustee may determine), from all outstanding Library Bonds subject to sinking fund redemption, a principal amount of such Library Bonds, equal to the aggregate principal amount of such Library Bonds redeemable with the required sinking fund payment, and shall call such Library Bonds or portions thereof($5,000 or any integral multiple thereof) for redemption from such sinking fund on the next November 15, and give notice of such call. Extraordinary Optional Redemption The Library Bonds are also subject to redemption at any time, in whole or in part, in the event of damage to or destruction of the Library Project or condemnation thereof and election by the City that the proceeds of such damage, destruction or condemnation award shall not be used to rebuild or restore the Library Project. Any such redemption shall be at a principal amount of the Library Bonds equal to the ratio of the dollar amount of such damage, destruction or condemnation award to the principal amount of the Library Bonds then outstanding, without premium, plus accrued interest to the redemption date. Additional Bonds Additional Bonds on parity with the Bonds may be issued only if the Agreement is amended to increase the cash rentals payable by the City to provide sufficient funds at the times and in the amounts necessary to pay principal of and interest when due on the outstanding Bonds, the Parity Bonds and the proposed Additional Bonds. Refunding Bonds Other Bonds to refund all or any of the Bonds may be issued at any time so long as (i) the cash rentals payable by the City are sufficient to cover the principal and interest requirements on all Bonds of the series outstanding, including the refunding bonds, and (ii)the issuance of the refunding bonds shall in no manner adversely affect the exclusion from gross income of the interest on the refunded Bonds for federal income tax purposes. THE LEASE The following is a summary of certain provisions of the Lease. Reference should be made to the Lease itself for a complete statement of its provisions. Pursuant to the Lease, the City agrees to lease to the Corporation the parcels of land and improvements thereon upon which the Library Project is located. In consideration for such lease the Corporation agrees to pay the City rent in the amount of$10.00 per year, to and including a termination date with respect to the Library Project not earlier than the final stated maturity date of the Library Bonds, when the Lease expires by its terms. See"THE PROJECTS." Upon the expiration of the Lease, the Corporation will return the land, together with any buildings or improvements thereupon, relating to the Library Project to the City. The Lease is binding upon any successors or assigns of the City or the Corporation. 4839-5579-1377.2 10 accrued interest to the date of redemption. 4839-5579-1377.2 8 (or a successor securities depository). In that event, Bond certificates will be printed and delivered. Each Beneficial Owner for whom a Direct Participant or Indirect Participant acquires an interest in the Bonds, as nominee, may desire to make arrangements with such Direct Participant or Indirect Participant to receive a credit balance in the records of such Direct Participant or Indirect Participant, to have all notices of redemption, elections to tender Bonds or other communications to or by DTC which may affect such Beneficial Owner forwarded in writing by such Direct Participant or Indirect Participant, and to have notification made of all debt service payments. • 4839-5579-1377.2. 7 the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . THE AGREEMENTS The following is a summary of certain common provisions of the Library Agreement and the Cruiser Agreement. The Library Agreement and the Cruiser Agreement are substantially identical. Reference should be made to the Library Agreement and the Cruiser Agreement themselves for a complete statement of their respective provisions. References in the following summary to the Agreement, the Project and the Bonds (and corresponding terms) are to each Agreement, each Project and the related series of Bonds. Term. The term of the Library Agreement begins on December 1, 2012 and ends on November 15, 2032. The term of the Cruiser Agreement begins on December 1, 2012 and ends on November 15, 2015. Rental. The City agrees to pay to the Corporation cash basic rent in the amounts and on or before the dates shown in the Agreement. The due dates of the cash rental payments are the principal and interest payment dates of the Bonds, and the amount of each rental installment is equal to the principal and interest next due. The City agrees that the cash rent shall be net to the Corporation and that all costs, expenses and obligations of every kind which may arise or become due with respect to the Project during the term of the Agreement shall be paid by the City. Assignment of Rentals. The Trustee is the assignee of all of the Corporation's rights to collect basic rent due under the Agreement, and such basic rent shall be paid by the City directly to the Trustee for the benefit of the owners of the Bonds. Prepayment. The City has the right to prepay the basic rent at any time and without penalty and thereby purchase the Project upon 30 days' prior written notice to the Corporation, provided that the City is not in default under the Agreement. Any such prepayment must be in an amount sufficient to pay the principal of all outstanding Bonds, plus redemption premium, if any, and accrued interest, if any, to the first permitted redemption date. Additional Payments by City. As additional rental, the City has agreed, as between itself and the Corporation, to pay all taxes on the Project, if applicable and all utility charges incurred in the operation, maintenance and.use of the Project, the fees and expenses of the Trustee under the Indenture and the expenses of any audit or examination of the Corporation's records requested by the City. Repairs and Maintenance. The City has agreed, at its own expense, to put and maintain the Project in good and safe order and condition and to make all necessary repairs required for any reason. Insurance,Damage or Destruction. The City has agreed: (a) to obtain and keep in force during the term of the Agreement fire and extended-coverage insurance with respect to the Project in an amount at least equal to the full insurable value thereof, with the City?the Corporation and the Trustee, as their interests may appear, to be named as insured parties, but with any loss to be adjusted by and paid to the City so long as the City is not in default; (b) that no damage to or destruction of any part of the Project by fire or other casualty shall entitle the City to terminate the Agreement or to violate any of its provisions or in any way to suspend, abate or reduce the rent then due or thereafter becoming due under the terms of the Agreement unless the City shall elect not to replace or restore the Project and shall provide to the Trustee funds sufficient to redeem a portion of the related series of the Bonds then • 4839-5579-1377.2 1 1 such Direct Participant or Indirect Participant to receive a credit balance in the records of such Direct Participant or Indirect Participant, to have all notices of redemption, elections to tender Bonds or other communications to or by DTC which may affect such Beneficial Owner forwarded in writing by such Direct Participant or Indirect Participant, and to have notification made of all debt service payments. • 4839-5579-1377.2. 7 the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . outstanding in an amount equal to the ratio of the dollar amount of damage to or destruction of the Project; and The City may self-insure by means of an adequate self-insurance fund set aside and maintained out of its revenues if the City insures properties similar to the Project by self-insurance. Condemnation. No condemnation of all or any part of the Project shall in any way affect the liability of the City to pay the full rent due under the Agreement and proceeds of any such condemnation shall be paid to the Corporation and applied on the last unpaid rental installment, unless the City elects to have all or a portion of the series of Bonds relating to the affected Project redeemed in an amount equal to the ratio of the dollar amount of the condemnation award to the principal amount of such series of the Bonds then outstanding as provided by the Indenture. Indemnification of the Corporation. The City has agreed to indemnify the Corporation and any of its officers, directors, agents or employees (collectively, the "Indemnified Parties") against all liabilities, penalties, damages and expenses which may be imposed upon, incurred by or asserted against the Corporation as a result of(a)the City's performance of, or the failure of the City to perform, any obligation to be performed by the City under the Agreement; (b)any use or condition of the Project or any part thereof or any street, alley, sidewalk, curb, passageway or space adjacent thereto; (c)any personal injury, including death resulting at any time therefrom, or property damage occurring by operation or casualty of or on or about the Project or any adjacent street, alley, sidewalk, curb, passageway or space; (d)the failure of the City to comply with any requirement of any governmental authority; and(e)any construction lien or security agreement filed against the Project or any part thereof. Alterations, Additions and Improvements. The City has the right to make any alterations, additions or improvements to the Project which will not diminish the value thereof, and any such alterations, additions or improvements shall become a part of the Project and shall be covered by the Agreement. Use of Premises. The Project may be used by the City for public library and policing purposes and other such uses as the City shall deem appropriate from time to time; provided, however, that any other use of the Project shall not impair the City's use of the Project as public library facilities and police cruiser vehicles facilities, as the case may be. The City may sublet any part of the Project for any uses for a period not extending beyond the term of the Agreement. No Right of Surrender by the City. The City has no right to surrender the Project to the Corporation, and no abandonment of the Project or failure or inability of the City to use the Project at any time shall relieve the City of its obligation to pay the agreed rentals for the entire term of the Agreement. Conveyance of Project to the City. The Corporation has agreed to convey the Project to the City upon full payment of the rentals due under the Agreement. Default. The Corporation has the right to terminate the Agreement and take possession of the Project in the event the City defaults in the performance of any of its obligations under the Agreement and such default continues for a period of 30 days after written notice to the City. No such termination shall operate to relieve the City of its obligation to the Corporation to pay the cash rentals due under the Agreement, and the City shall continue to be liable for payment of the basic cash rent. Donations Held as Trust Fund. The City has agreed that any donation received by the City to assist in acquiring, constructing, furnishing and equipping the Project shall be held in trust and(unless the 4839-5579-1377.2 12 affect such Beneficial Owner forwarded in writing by such Direct Participant or Indirect Participant, and to have notification made of all debt service payments. • 4839-5579-1377.2. 7 the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . use is otherwise specified by the donor) used only to satisfy the City's obligations under the Agreement, to apply to the purchase of the Project from the Corporation and to pay costs of acquiring the Project. THE INDENTURES The following is a summary of certain provisions of the Library Indenture and the Cruiser Indenture. The Library Indenture and the Cruiser Indenture are substantially identical. Reference should be made to the Library Indenture and the Cruiser Indenture themselves for a complete statement of their respective provisions. References in the following summary to the Indenture, the Agreement and the Bonds (and corresponding terms) are to each Indenture, each Agreement and the related series of Bonds. Investment of Funds. All moneys held by the Trustee for the credit of any fund or account under the Indenture shall be invested and reinvested by the Trustee upon the written direction of the Corporation, but only in investments authorized by Reissue Revised Statutes of Nebraska, as amended, Section 14-563, viz. securities of the United States of America, the State of Nebraska, the City, Douglas County, Nebraska, a school district of the City, municipality owned and operated public utility property and plants of the City, and certificates of deposit from and time deposits in bank or capital stock financial institutions selected as depositories of City funds, provided that (i)moneys deposited in the Redemption Escrow Fund shall be invested only in irrevocable United States Government Obligations and (ii)moneys deposited from cash rental payments to the credit of the Bond Fund shall only be invested and reinvested by the Trustee in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. Any such investment shall mature at such time and in such amounts so that funds will be available when required. Income from all investments shall be credited to the fund from which the investment was made. Amendment of Indenture. An amendment which would extend the maturity of or reduce the interest rate on any Bond or affect the pledge and assignment of the cash rentals payable by the City or permit any priority of any Bond over any other Bond or reduce the percentage of Bondholders required to consent to any amendment of the Indenture requires the specific consent of the owner of each Bond which would be affected thereby. In the case of all other amendments, the Indenture may not be modified or amended without the consent of the owners of at least two-thirds of the principal amount of the Bonds outstanding, except to (i)correct an ambiguity or formal defect or omission, including any subsequent amendments thereto; (ii)grant and confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security that may be lawfully granted to or conferred upon the Bondholders or the Trustee; (iii) issue Additional Bonds or refunding bonds; (iv)) comply with such requirements of the Code as are necessary in the opinion of nationally recognized bond counsel to make the interest on the Bonds exempt from federal income taxes; or (v)modify, alter, amend or supplement the Indenture in any other respect which in the judgment of the Corporation, as concurred in by the Indenture, is not materially adverse to the Bondholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the written consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. Notice of Redemption of Bonds. If a Bond in book-entry-only form is called for redemption, notice shall be mailed to the Depository not less than 30 days or more than 60 days prior to the redemption date. If a Bond not in book-entry-only form is called for redemption, notice shall be given by mailing a copy of the redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books of the Corporation kept by the Trustee. Defeasance. The Corporation's obligation as to any Bond shall be discharged when there has been deposited with the Trustee, in trust solely for such purpose, cash or United States government direct or guaranteed obligations maturing in such amount and at such times as will provide funds sufficient to retire such Bond at maturity or earlier permitted redemption date and pay interest and premium, if any, thereon to such retirement date. Events of Default. The following constitute events of default under the Indenture: (a) default in the due and punctual payment of the principal of or the interest on any outstanding Bond and the continuance thereof for a period of five days; (b) default in the due and punctual payment of the basic cash rental payments to the Trustee and the continuance thereof for a period of 5 days; or (c) default in the performance or observance of any other of the covenants, agreements or conditions on the Corporation's part contained in the I.ndenture, or in the Bonds, and the continuance thereof for a period of 30 days after written notice thereof to the Corporation by the Trustee, or by the owners of not less than 20% in aggregate principal amount of Bonds outstanding. Default Remedies. Upon the occurrence of an event of default under the Indenture, the Trustee may, and upon the written request of the owners of 20% in aggregate principal amount of the Bonds outstanding, shall, accelerate the principal of and the interest on the Bonds. The Trustee may rescind its declaration of acceleration and waive any default under the Indenture under certain circumstances. The owners of not less than 20% in principal amount of Bonds then outstanding shall have the right to request the Trustee, upon being indemnified to its satisfaction, to exercise any remedies available under the Agreement and, to the extent consistent therewith, may sell, lease or manage any portion of the Project and apply the net proceeds thereof as provided in the Indenture and, whether or not it has done so, proceed to take any other steps needful for its protection and that of the owners of the Bonds subject to the right in all events of the owners of a majority in principal amount of Bonds outstanding to direct the Trustee's action. UNDERWRITING Under a Bond Purchase Agreement (the "Bond Purchase Agreement") entered into by the Corporation and D.A. Davidson & Co., as Underwriter (the "Underwriter"), the Bonds are being purchased at an aggregate price of$ (the aggregate principal amount of the Bonds minus net original discount of $ , less $ Underwriter's Discount). The Bond Purchase Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in the Bond Purchase Agreement, including the absence of pending or threatened litigation questioning the validity of the Bonds or any proceedings in connection with the issuance thereof and the absence of material adverse changes in the financial or business condition of the Corporation or the City. The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth on the inside cover page of this Official Statement, which prices may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other 4839-5579-1377.2 14 ental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. Notice of Redemption of Bonds. If a Bond in book-entry-only form is called for redemption, notice shall be mailed to the Depository not less than 30 days or more than 60 days prior to the redemption date. If a Bond not in book-entry-only form is called for redemption, notice shall be given by mailing a copy of the redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain dealers(including dealers depositing Bonds into investment trusts)at prices lower than the public offering price. CONTINUING DISCLOSURE The City has entered into an undertaking (the "Undertaking") for the benefit of the holders and beneficial owners of the Bonds to send certain financial information and operating data to the Municipal Securities Rulemaking Board ("MSRB") annually and to provide notice to the MSRB of certain events, pursuant to the requirements of Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12) (the "Rule"). See "APPENDIX C—FORM OF CONTINUING DISCLOSURE LETTER AGREEMENT. The City is now in compliance with each of its undertakings under the Rule. A failure by the City to comply with the Undertaking will not constitute an Event of Default under the Indenture or the Agreement, although any bondholder will have any available remedy at law or in equity, including seeking specific performance by court order, to cause the City to comply with its obligations under the Undertaking. Any such failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. Except for the failure promptly to provide notice of bond insurance-related downgrades by the rating agencies of the ratings on the City's Series 2006 Sewerage System Revenue Bonds and the failure timely to provide notice of a downgrade by Moody's of the rating on the City's general obligation bonds, the City has been in compliance with its continuing disclosure obligations under its existing undertakings entered into pursuant to the Rule. The City now is in compliance with its continuing disclosure undertakings. LITIGATION No litigation is pending or, to the knowledge of the Corporation, threatened in any court to restrain or enjoin the issuance or delivery of any of the Bonds or in any way contesting or affecting the validity of the Bonds, the related resolutions of the Corporation, the Agreement, the Indenture or the City's Ordinance, or contesting the powers or authority of the Corporation to issue its Bonds or to adopt the resolutions or of the City to execute and deliver the Agreement or pass its related ordinance. TAX EXEMPTION Federal and State Tax Exemption In the opinion of Kutak Rock LLP, Bond Counsel,to be delivered at the time of original issuance of the Bonds, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds (including any original issue discount treated as interest) (a) is excludable from gross income for federal income tax purposes and(b) is not a specific item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). 4839-5579-1377.2 15 edemption of Bonds. If a Bond in book-entry-only form is called for redemption, notice shall be mailed to the Depository not less than 30 days or more than 60 days prior to the redemption date. If a Bond not in book-entry-only form is called for redemption, notice shall be given by mailing a copy of the redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . The opinions set forth above are subject to continuing compliance by the City and the Corporation with their respective covenants regarding federal tax laws in the Ordinance and the Indenture. Failure to comply with such covenants could cause interest on the Bonds to be included in gross income retroactive to the date of issue of the Bonds. The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of certain recipients, such as banks, thrift institutions,property and casualty insurance companies, corporations (including S corporations and foreign corporations operating branches in the United States), Social Security or Railroad Retirement benefit recipients,taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. The nature and extent of these other tax consequences will depend upon the recipients' particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding any such consequences, and investors should consult their own tax advisors regarding the tax consequences of purchasing or holding the Bonds. In Bond Counsel's further opinion, under the existing laws of the State of Nebraska, the interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of the federal income tax. Original Issue Discount The Library Bonds maturing in the years_ and the Cruiser Bonds maturing in the years (collectively,the "Discount Bonds"), are being sold at an original issue discount. The difference between the initial public offering prices, as set forth on the inside cover page, of such Discount Bonds and their stated amounts to be paid at maturity constitutes original issue discount treated as interest which is excluded from gross income for federal income tax purposes,as described above. The amount of original issue discount which is treated as having accrued with respect to such Discount Bonds is added to the cost basis of the owner in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Bonds (including its sale, redemption or payment at maturity). Amounts received upon disposition of such Discount Bonds which are attributable to accrued original issue discount will be treated as tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Bond, on days which are determined by reference to the maturity date of such Discount Bond. The amount treated as original issue discount on such Discount Bond for a particular semiannual accrual period is equal to the product of(i)the yield to maturity for such Discount Bond (determined by compounding at the close of each accrual period) and (ii)the amount which would have been the tax basis of such Discount Bond at the beginning of the particular accrual period if held by the original purchaser, less the amount of any interest payable for such Discount Bond during the accrual period. The tax basis is determined by adding to the initial public offering price on such Discount Bond the sum of the amounts which have been treated as original issue discount for such purposes during all prior periods. If such Discount Bond is sold between semiannual compounding dates, original issue discount which would have been accrued for the semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of Discount Bonds should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date and with respect to the state and local tax consequences of owning a Discount Bond. 4839-5579-1377.2 16 n date. If a Bond not in book-entry-only form is called for redemption, notice shall be given by mailing a copy of the redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . • Original Issue Premium The Library Bonds maturing in the years _, and the Cruiser Bonds maturing in the years (collectively, the "Premium Bonds"), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. An initial purchaser of a Premium Bond must amortize any premium over such Premium Bond's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium Bonds callable prior to their maturity, by amortizing the premium to the call date, based on the purchaser's yield to the call date and giving effect to the call premium). As premium is amortized, the purchaser's basis in such Premium Bond is reduced by a corresponding amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a. sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser's basis may be reduced, no federal income tax deduction is allowed. Purchasers of Premium Bonds should consult with their tax advisors with respect to the determination and treatment of amortizable premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond. Future Legislation From time to time,there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to above or adversely affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or their market value would be affected thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Other Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Kutak Rock LLP,Bond Counsel,a copy of whose approving opinion will be delivered with the Bonds, and the form of which opinion comprises Appendix D. Certain other legal matters will be passed upon for the City by the City Law Department, and for the Underwriter by Kutak Rock LLP, Counsel to the Underwriter. RATINGS Moody's Investors Service, Inc. ("Moody's")and Standard&Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of "_" and "_," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. FINANCIAL STATEMENTS The comprehensive annual financial report of the City as of and for the year ended December 31, 2011 included as Appendix B to this Official Statement have been audited by KPMG LLP, independent certified public accountants, as stated in its report appearing therein. KPMG LLP, the City's independent auditor, has not been engaged to perform and has not performed, since the date of its report included therein, any procedures on the financial statements addressed in that report. KPMG LLP also has not performed any procedures relating to this Official Statement. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the Corporation and the purchasers or owners of any of the Bonds. The information contained in this Official Statement has been taken from the City, DTC and other sources considered to be reliable, but is not guaranteed. To the best of the knowledge of the undersigned, this Official Statement(insofar as it relates to the Bonds represented by the undersigned) does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. • The execution and delivery of this Official Statement have been duly authorized by the Corporation as of the date shown on the cover hereof. CITY OF OMAHA PUBLIC FACILITIES CORPORATION By President 4839-5579-1377.2 18 latory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or their market value would be affected thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Other Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Kutak Rock LLP,Bond Counsel,a copy of whose approving opinion will be delivered with the Bonds, and the form of which opinion comprises Appendix D. Certain other legal matters will be passed upon for the City by the City Law Department, and for the Underwriter by Kutak Rock LLP, Counsel to the Underwriter. RATINGS Moody's Investors Service, Inc. ("Moody's")and Standard&Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of "_" and "_," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . APPENDIX A CITY OF OMAHA- SELECTED ECONOMIC INDICATORS Omaha MSA Population and Employment Population ' Employment 2 2000 767,140 441,600 2001 775,251 444,500 2002 782,158 439,200 2003 790,252 444,400 2004 800,155 441,500 2005 810,155 448,200 2006 819,073 456,200 2007 827,666 462,800 2008 837,925 468,400 2009 838,855 459,200 2010 865,350 456,500 2011 881,493 N/A ' Source: U.S.Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment, Hours,and Earnings. Omaha MSA(Eight Counties)Non-Farm Employment Industry Average for 2010 Average for 2011 Average for 2012* . Number % of Total Number % of Total Number % of Total Mining, Logging and Construction 20,900 4.6 19,900 4.3 20,300 4.4 Manufacturing 31,000 6.8 31,400 6.8 31,900 6.9 Trade, Transportation and Utilities 94,000 20.6 93,200 20.2 93,800 20.2 Information 11,100 2.4 11,000 2.4 10,800 2.3 Financial Activities 40,200 8.8 41,000 8.9 40,200 8.7 Professional and Business Services 63,000 13.8 64,700 14.1 65,100 14.0 Education and Healthcare Services 70,100 15.4 71,900 15.6 74,300 16.0 Leisure and Hospitality 43,600 9.6 44,500 9.7 44,300 9.5 Other Services 17,600 3.9 17,300 3.8 17,300 3.7 Government 65,100 14.3 65,400 14.2 66,100 14.2 Total Non-Farm Employment 456,500 100,0 460,300 100.0 464,100 • 100.0 *Average through June 2012 Source: U.S.Bureau of Labor Statistics: State and Area Employment,Hours and Earnings 4839-5579-1377.2 CITY OF OMAHA PUBLIC FACILITIES CORPORATION By President 4839-5579-1377.2 18 latory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or their market value would be affected thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Other Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Kutak Rock LLP,Bond Counsel,a copy of whose approving opinion will be delivered with the Bonds, and the form of which opinion comprises Appendix D. Certain other legal matters will be passed upon for the City by the City Law Department, and for the Underwriter by Kutak Rock LLP, Counsel to the Underwriter. RATINGS Moody's Investors Service, Inc. ("Moody's")and Standard&Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of "_" and "_," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . . Omaha MSA Personal Income (per capita) Per Capita U.S.Per Capita Year Personal Income Personal Income Personal Income 1970 $2,553,430 $4,107 $4,084 1980 $6,647,847 $10,150 $10,091 1990 $13,287,990 $19,316 $19,354 2000 $24,935,879 $32,414 $31,942 I 2001 $25,905,005 $33,376 $32,726 2002 $26,879,221 $34,304 $33,049 2003 $27,922,390 $35,252 $33,830 2004 $29,683,944 $36,956 $35,518 2005 $31,076,985 $38,164 $37,177 2006 $33,391,162 $40,476 $39,658 2007 $35,244,303 $42,231 $41,456 2008 $37,175,293 $43,988 $42,787 2009 $35,707,540 $41,703 $40,442 2010 $36,559,479 $42,115 $41,524 Source: Bureau of Economic Analysis, SA l-3,CA 1-3. Omaha MSA' Net Taxable Sales Total Net Net Taxable Sales Year Taxable Sales (000) of Motor Vehicles(000) 1980 $2,589,068 $223,377 1990 4,055,334 499,033 2000 7,006,016 970,867 2001 7,241,327 1,133,659 2002 7,331,540 1,164,841 2003 7,667,430 1,171,888 2004 . 8,365,5 80 1,124,848 2005 8,669,035 1,055,036 2006 8,796,364 1,013,663 2007 2 9,116,077 1,092,087 2008 9,235,201 1,093,682 2009 8,974,240 1,093,115 2010 9,242,676 1,152,824 2011 9,639,416 1,224,889 Source: Nebraska Department of Revenue. ' Includes the five Nebraska Counties in the eight County MSA. 2 Nebraska Counties of MSA(Cass,.Douglas, Sarpy, Washington, Saunders(1997-present))through October 2007. 4839-5579-1377.2 A-2 CITY OF OMAHA PUBLIC FACILITIES CORPORATION By President 4839-5579-1377.2 18 latory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or their market value would be affected thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Other Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Kutak Rock LLP,Bond Counsel,a copy of whose approving opinion will be delivered with the Bonds, and the form of which opinion comprises Appendix D. Certain other legal matters will be passed upon for the City by the City Law Department, and for the Underwriter by Kutak Rock LLP, Counsel to the Underwriter. RATINGS Moody's Investors Service, Inc. ("Moody's")and Standard&Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of "_" and "_," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Value of Building Permits—City of Omaha Year Amount Year Amount 1950 $ 24,105,401 2004 $623,481,197 1960 46,927,523 2005 673,153,699 1970 61,626,242 2006 605,536,231 1980 136,736,312 2007 663,007,432 1990 318,473,517 2008 795,783,313 2000 473,849,942 2009 511,966,409 2001 1,558,867,305 2010 530,331,594 2002 701,502,687 2011 477,008,844 2003 633,542,187 2012 , 247,823,432* Source: Division of Permits and Inspections,City of Omaha. *As of June 30,2012 Largest Employers—City of Omaha Metro Area June 30,2012 Company Product/Service Number of Employees Offutt Air Force Base` National Security 8,879 Alegent Health Healthcare 8,600 Omaha Public Schools Education 7,239 The Nebraska Medical Center Healthcare 5,600 Methodist Health System Healthcare 5,500 University of Nebraska Medical Center Healthcare 4,974 First Data Corp. Transaction Processing 4,900 Union Pacific Corp. Railroad 4,500 Hy-Vee Inc. Supermarkets 3,963 First National Bank of Omaha Banking 3,707 West Corp. Telemarketing 3,600 Walmart Stores Store 3,500 ConAgra Foods Food products 3,300 Mutual of Omaha Insurance 3,235 Creighton University Education 3,010 University of Nebraska at Omaha Education 3,000 Millard Public Schools Education 2,719 City of Omaha Administration . 2,562 PayPal Transaction Processing 2,500 t Omaha Public Power District Energy 2,300 *Located in Sarpy County(immediately south of Omaha). Source: Greater Omaha Chamber of Commerce Top 25 Employer List,(Ranked by Number of Employees). 4839-5579-1377.2 A-3 how any particular litigation or judicial action will be resolved, or whether the Bonds or their market value would be affected thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Other Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Kutak Rock LLP,Bond Counsel,a copy of whose approving opinion will be delivered with the Bonds, and the form of which opinion comprises Appendix D. Certain other legal matters will be passed upon for the City by the City Law Department, and for the Underwriter by Kutak Rock LLP, Counsel to the Underwriter. RATINGS Moody's Investors Service, Inc. ("Moody's")and Standard&Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of "_" and "_," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . [This page left blank intentionally.] 4839-5579-1377.2 nLI ! Iiit , I c tn o ,k- o CA Fr Po ( ° c o v i li '(‘).1N. .. I CD GJ Zx e Co � c' p <•rn � r (pa' . P o(� m aj • S i et, (j..!3 \ 0 CD A) c j9. flfl cD o O \! S CD C' w d' 5t N '.sue 5 g � �. N v, �C (D c1 (D chi UQ d,, • • L ution thereof to be their voluntary act and deed. 61/�'��,?Zu GENERAL NOTARY-State of Nebraska TARY PUBLIC 1 1 JAMES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION Part One Selected City of Omaha Financial Information Part Two Comprehensive Annual Financial Report (December 31, 2011) 4839-5579-1377.2 e Co � c' p <•rn � r (pa' . P o(� m aj • S i et, (j..!3 \ 0 CD A) c j9. flfl cD o O \! S CD C' w d' 5t N '.sue 5 g � �. N v, �C (D c1 (D chi UQ d,, • • L ution thereof to be their voluntary act and deed. 61/�'��,?Zu GENERAL NOTARY-State of Nebraska TARY PUBLIC 1 1 JAMES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 [This page left blank intentionally.] • • 4839-5579-1377.2 Selected City of Omaha Financial Information Part Two Comprehensive Annual Financial Report (December 31, 2011) 4839-5579-1377.2 e Co � c' p <•rn � r (pa' . P o(� m aj • S i et, (j..!3 \ 0 CD A) c j9. flfl cD o O \! S CD C' w d' 5t N '.sue 5 g � �. N v, �C (D c1 (D chi UQ d,, • • L ution thereof to be their voluntary act and deed. 61/�'��,?Zu GENERAL NOTARY-State of Nebraska TARY PUBLIC 1 1 JAMES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION PART ONE Selected City of Omaha Financial Information • 4839-5579-1377.2 Annual Financial Report (December 31, 2011) 4839-5579-1377.2 e Co � c' p <•rn � r (pa' . P o(� m aj • S i et, (j..!3 \ 0 CD A) c j9. flfl cD o O \! S CD C' w d' 5t N '.sue 5 g � �. N v, �C (D c1 (D chi UQ d,, • • L ution thereof to be their voluntary act and deed. 61/�'��,?Zu GENERAL NOTARY-State of Nebraska TARY PUBLIC 1 1 JAMES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 - CITY OF OMAHA,NEBRASKA GENERAL FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE • . Five Years ended December 31,2011 Revenue: 2007 2008 2009 2010 2011 General Property Tax $ 55,126,392 $ 61,795,651 $ 64,773,742 $ 70,912,516 $ 75,955,957 Motor Vehicle Taxes 8,825,629 9,374,405 9,299,184 9,309,995 9,068,784 City sales&use tax 118,680,986 121,532,796 121,309,926 126,138,188 124,935,836 Business taxes 30,778,878 33,830,794 33,664,179 38,143,460 60,024,570 Taxes in lieu 5,448,575 5,817,788 6,779,901 4,474,712 4,649,772 Licenses&permits 8,150,481 8,155,504 7,125,362 7,935,989 7,532,462 Intergovernmental revenue 3,797,693 3,619,494 3,541,861 3,421,652 1,903,495 1 Charges for services 18,568,340 19,842,674 19,946,262 21,961,139 19,862,579 Investment income 5,671,876 3,847,009 1,195,845 646,181 1,149,584 Rents&royalties 120,473 104,961 130,130 1,118,960 1,017,478 Miscellaneous 4,915,605 1,685,643 1,331,891 469,175 1,198,139 Total Revenue $260,084,928 $269,606,719 $269,098,283 $284,531,967 $307,298,656 Expenditures Legislative&Executive $ 2,621,760 $ 2,540,850 $ 2,597,111 . $ 2,621,519 $ 2,729,891 Law,Personnel&Human Relations 5,887,846 5,824,839 5,661,845 5,892,037 5,988,295 Finance 2,389,924 2,276,814 2,480,074 2,417,849 2,814,410 Planning 5,755,897 6,612,669 6,603,010 6,633,359 7,021,676 Parks,Recreation&Public Property 16,483,949 17,887,259 16,977,290 18,134,827 17,749,191 Fire 69,709,351 74,905,411 74,257,000 71,977,607 80,849,513 Police 93,535,664 93,597,942 93,603,374 100,729,317 110,185,046 Public Works 15,140,836 14,988,397 15,588,063 . 16,731,652 15,318,718 Convention and Tourism 250,000 - - - Public Library 8,356,835 8,173,587 8,098,422 9,874,149 10,420,102 • Employee Benefits 17,410,910 19,359,233 22,005,057 20,289,850 19,248,137 Agency&Other Accounts 22,869,002 24,771,326 27,598,496 29,172,082 34,720,357 Total Expenditures $260,411,974 $270,938,327 $275,469,742 $284,474,248 $307,045,336 Excess(deficit)of revenues over (327,046) (1,331,608) (6,371,459) 57,719 253,320 expenditures: Other sources(uses)of financial resources: Operating transfers and encumbrance adjustments(net) 1,579,328 545,751 2,475,349 1,084,595 2,460,993 Excess(deficiency)of revenues over expenditures&other sources(uses)of financial resources* 1,252,282 (785,857) (3,896,110) 1,142,314 2,714,313 Fund balance,beginning of yr. 5,303,150 6,555,432 5,769,575 1,873,465 3,015,779 Fund balance,end of year $6,555,432 $5,769,575 $1,873,465 $3,015,779 $5,730,092 Source:Records of the Finance Department,City of Omaha *City of Omaha's procedure in General Fund budgeting is as follows: at the end of each fiscal year the excess, if any, of revenues and adjustments over expenditures and encumbrances is determined.Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. The year-end fund balance of$5,730,092 is comprised of the 2010 carryover of $3,015,780 to 2012 and the 2011 carryover of$2,714,312 to 2013. 4839-5579-1377.2 B-2 arrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . CITY OF OMAHA,NEBRASKA DEBT SERVICE FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,2011 2007 2008 2009 2010 2011 REVENUE: Taxes $39,700,167 $44,536,697 $46,832,517 $52,067,867 $51,383,865 In-lieu-of taxes 88,094 74,594 74,607 56,027 .197,923 Interest income 111,542 252,097 214,294 437,998 356,304 Parking fees 1,243,110 1,328,971 945,928 1,398,895 1,312,672 Seat tax 427,038 544,927 360,975 457,758 401,049 State turn back revenue 799,636 2,404,735 2,380,069 3,544,079 2,693,907 Contributions from annexed 14,467,116 10,568,138 491,410 163,248 3,259,230 areas Build America Bond Credits --- --- --- 227,781 309,704 Total revenue and $56,836,703 $59,710,159 $51,299,800 $58,353,653 $59,914,654 contributions EXPENDITURES: Outside services: . Professional fees&liabilities $1,848,730 $2,071,744 $1,151,204 $550,778.00 $338,170 Collection fees 425,334 446,385 342,458 579,338.00 506,057 Total outside services 2,274,064 2,518,129 1,493,662 1,130,116 844,227 General obligation bonds: Interest expense 37,631,606 28,463,687 27,786,112 25,072,592 24,262,597 Bonds retired 39,725,234 109,871,890 76,393,269 67,332,307 43,297,591 Total general obligation bonds 77,356,840 138,335,577 104,179,381 92,404,899 67,560,189 Total expenditures $79,630,904 $140,853,706 $105,673,043 $93,535,015 $68,404,416 Excess(deficit)of revenues and contributions over(under)expenditures (22,794,201) (81,143,547) (54,373,243) (35,181,362) (8,489,762) Other Financing sources(uses): Refunding bonds 27,397,421 83,628,251 48,886,711 38,385,126 10,391,684 Excess(deficit)of revenues and . contributions over(under) expenditures and other financing sources(uses) 4,603,220 2,484,704 (5,486,532) 3,203,764 1,901,922 Fund balance at beginning of 11,888,320 16,491,540 18,976,244 13,489,712 16,693,476 year: Fund balance at end of year: $16,491,540 $18,976,244 $13,489,712 $16,693,476 $18,595,398 This fund was created by the City Charter and is sustained by a separate debt service fund property tax levy.Its purpose is to accumulate resources for servicing the general obligation bonded debt of the City.The actual property tax revenues are derived from a levy of 17.581 cents per one hundred dollars of taxable valuation in 2007,2008,2009 and 19.281 in 2010 and 2011. • 4839-5579-1377.2 B-3 545,751 2,475,349 1,084,595 2,460,993 Excess(deficiency)of revenues over expenditures&other sources(uses)of financial resources* 1,252,282 (785,857) (3,896,110) 1,142,314 2,714,313 Fund balance,beginning of yr. 5,303,150 6,555,432 5,769,575 1,873,465 3,015,779 Fund balance,end of year $6,555,432 $5,769,575 $1,873,465 $3,015,779 $5,730,092 Source:Records of the Finance Department,City of Omaha *City of Omaha's procedure in General Fund budgeting is as follows: at the end of each fiscal year the excess, if any, of revenues and adjustments over expenditures and encumbrances is determined.Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. The year-end fund balance of$5,730,092 is comprised of the 2010 carryover of $3,015,780 to 2012 and the 2011 carryover of$2,714,312 to 2013. 4839-5579-1377.2 B-2 arrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . CITY OF OMAHA SPECIAL TAX REVENUE REDEVELOPMENT AND SPECIAL OBLIGATION DEBT SERVICE FUND Five Years Ended December 31,2011 2007 2008 2009 2010 2011 Revenues: Property tax revenue $1,987,825 $2,266,497 $2,386,049 $4,175,584 $4,258,621 Tax allocation revenue 3,926,399 2,270,964 1,975,044 1,841,934 1,775,251 State cigarette tax 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 NRD Miller Park contribution 200,000 --- --- --- --- Douglas County Miller Park contribution 141,176 141,177 141,177 141,177 141,177 Rolling River 111,575 --- --- --- --- Naming rights convention center 825,000 825,000 825,000 825,000 825,000 Land sales 224,260 77,500 850,000 --- --- Refunding Bonds\Other Income --- 40,596,567 75,119 87,548 90,279 Investment Earnings --- --- --- --- 192,704 Sewer Revenue Fees* 1,517,971 1,518,584 1,517,163 1,515,164 1,515,196 Total revenues $10,434,206 $49,196,289 $9,269,552 $10,086,406 $10,298,228 Expenditures: Agency and other accounts $ 20,842 $ 56,122 $ 163,898 $ 52,923 $ 40,918 Principal payment 4,315,527 35,949,182 3,172,837 3,566,492 3,690,878 Interest 5,094,062 5,454,753 5,733,379 5,892,020 5,763,433 Sewer Special Obligation debt service* 1,517,971 1,518,584 1,517,163 1,515,164 1,515,196 Professional fees 168,275 6,330,887 95,027 6,785 24,121 Total expenditures $11,116,677 $49,309,528 $10,682,304 $11,033,384 $11,034,546 • Excess(deficit)of revenues over expenditures (682,471) (113,239) (1,412,752) (946,978) (736,318) Fund balance,beginning of year: 7,789,999 7,107,528 6,994,289 5,581,537 4,634,559 Fund balance,end of year: $7,107,528 $6,994,289 $5,581,537 $4,634,559 $3,898,241 This redevelopment levy is used to pay bond and interest payments on Redevelopment Bonds. The levy for 2007, 2008 and 2009 was 0.894 cents per$100 of taxable valuation.The levy for 2010 and 2011 is 1.594 cents.The State Development Law authorizes a taxing authority of 2.6 cents on each $100 upon actual value of all taxable property in the City. The Omaha Special Tax Revenue Redevelopment and Special Obligation Debt Service Fund services the following issuances: Final Stated Name Maturity Performing Arts Redevelopment 2004** 2014 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment 2007 A 2016 2008 Redevelopment Refunding(Stockyards&Downtown) 2013 2008 Special Obligation Refunding(Riverfront) 2026 Special Tax Revenue Redevelopment 2008 2028 Special Tax Revenue Redevelopment 2009 A 2029 2012 Special Obligation Refunding 2012(Riverfront) 2032 Special Tax Revenue Redevelopment Refunding 2012A 2032 Special Tax Revenue Redevelopment Refunding 2012B 2018 Performing Arts Refunding Redevelopment 2012 2024 The 2012 Special Obligation Refunding Bonds and the 2008 Special Obligation Refunding Bonds are serviced by a variety of revenue sources including Property Tax Revenue, Tax Allocation Revenue, State Cigarette Tax, NRD Miller Park Contribution, Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for the sewer-related portion of the 2008 and 2012 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise. **The City recently refunded the principal amount of this issue with the Performing Arts Refunding Bonds 2012 listed above. The bonds of this issue maturing in 2013 and 2014 will be paid at maturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . CITY OF OMAHA,NEBRASKA SUMMARY OF GENERAL FUND REVENUES AND EXPENDITURES THROUGH JUNE 30,2012 2012 Actual Projected Projected Over Budgeted 6/30/2012 12/31/2012 (Under)Budget Revenues: General Property Tax $78,519,348 $44,924,313 $78,228,000 $(291,348) Motor Vehicle Taxes 9,408,238 4,046,249 9,000,000 (408,238) City Sales and Use Tax 131,466,507 66,496,179 130,365,336 (1,101,171) Business Taxes 33,775,353 10,709,097 32,529,593 (1,245,760) ' Restaurant Tax 19,084,888 9,187,031 24,071,117 4,986,229 Licenses and Permits 8,620,323 3,680,349 7,359,841" (1,260,482) Intergovernmental Revenues 4,877,090 1,458,857 4,596,987 (280,103) Charges for Services 19,252,164 8,118,871 19,273,516 21,352 Investment Income 1,375,000 245,368 900,000 (475,000) Miscellaneous Other Revenue 1,843,475 974,423 1,600,000 (243,475) Prior Year General Fund Balance _ 3,015,778 3,015,778 3,015,778 - Total General Fund Revenue $311,238,164 $152,856,515 $310,940,168 $(297,996) Expenditures: Legislative&Executive 2,876,989 1,393,189 2,885,233 8,244 Law,Personnel&Human Relations 6,213,154 3,201,926 6,476,943 263,789 Finance 3,300,346 1,510,615 3,291,817 (8,529) Planning 6,972,304 3,243,727 6,765,682 (206,622) Parks,Recreation&Public Property 17,688,172 8,554,323 17,571,343 (116,829) Fire 66,914,987 33,524,404 71,185,926 4,270,939 Police 115,920,343 53,954,070 115,447,313 (473,030) Public Works 17,301,431 6,336,098 17,758,813 457,382 Public Library 10,564,133 4,827,985 . 10,521,998 (42,135) Benefits 26,199,899 7,628,342 20,988,897 (5,211,002) Outside Agency Accounts 18,869,231 9,516,514 18,797,611 (71,620) Contingency and Other Accounts 18,417,175 3,557,573 19,488,873 1,071,698 Total General Fund Expenditures $311,238,164 $137,248,765 $311,180,449 $(57,715) Excess Revenues over Expenditures (240,281) Projected 2012 General Fund Budget Carryover Reserve (240,281) Source:Unaudited records and projections of the Finance Department,City of Omaha as of June 30,2012. These records and projections have not been reviewed by the City's outside auditors: projections are projections only. Actual results based on the 2012 year-end audit may differ significantly. 4839-5579-1377.2 B-5 ockyards&Downtown) 2013 2008 Special Obligation Refunding(Riverfront) 2026 Special Tax Revenue Redevelopment 2008 2028 Special Tax Revenue Redevelopment 2009 A 2029 2012 Special Obligation Refunding 2012(Riverfront) 2032 Special Tax Revenue Redevelopment Refunding 2012A 2032 Special Tax Revenue Redevelopment Refunding 2012B 2018 Performing Arts Refunding Redevelopment 2012 2024 The 2012 Special Obligation Refunding Bonds and the 2008 Special Obligation Refunding Bonds are serviced by a variety of revenue sources including Property Tax Revenue, Tax Allocation Revenue, State Cigarette Tax, NRD Miller Park Contribution, Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for the sewer-related portion of the 2008 and 2012 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise. **The City recently refunded the principal amount of this issue with the Performing Arts Refunding Bonds 2012 listed above. The bonds of this issue maturing in 2013 and 2014 will be paid at maturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . • CITY OF OMAHA,NEBRASKA GENERAL FUND FISCAL YEAR 2012 BUDGET AND 2013 BUDGET 2012 2013 Budget Budget Revenues: Property Tax $78,519,348 $79,089,535 Motor Vehicle Tax 9,408,238 9,408,238 City Sales Tax(netted against LB 775) 131,466,507 135,461,322 Business Tax 33,775,353 35,893,995 Licenses and Permits 8,620,323 8,393,549 Intergovernmental Revenues 4,877,090 4,676,742 Charges for Service 19,252,164 17,129,778 Investment Income 1,375,000 1,175,000 Rents&Royalties 204,000 631,600 Restaurant Tax 19,084,888 25,645,594 Miscellaneous 1,639,475 1,513,875 Initial Credit 3,015,778 2,714,312 Total Revenue $311,238,164 $321,733,540 Expenditures: Legislative&Executive $2,876,989 $2,947,195 Law,Human Resources&Human Relations 6,192,058 6,544,474 Finance 3,300,346 3,310,805 Planning 6,972,304 7,277,275 Police 115,920,343 121,272,730 Fire 66,914,984 70,575,115 Parks,Recreation and Public Property 17,688,172 18,708,414 Public Works 17,322,527 19,215,341 Library 10,564,133 9,290,614 Convention and Tourism - 500,000 Other Budgetary Accounts-Benefits 26,199,899 22,394,480 Other Budgetary Accounts-Other 30,128,279 34,289,736 Other Budgetary Accounts-Debt Service 7,158,130 5,407,361 Total Expenditures $ $311,238,164 $321,733,540 Source:Finance Department,City of Omaha The major portion of the City's day-to-day operations,some annual Capital Improvements,and various lease-purchase agreements are financed by the General Fund. Appropriations are also made from the fund for operating the Public Library System. Further appropriations are provided for the City's contribution to employee benefit plans including pension systems,hospitalization and life insurance,and social security taxes. 2013 Budget projections anticipate an increase of$ 10,495,376 over the 2012 budget,or an increase of 3.37%. -1 2 B-6 4839 5579 377. nditures (240,281) Projected 2012 General Fund Budget Carryover Reserve (240,281) Source:Unaudited records and projections of the Finance Department,City of Omaha as of June 30,2012. These records and projections have not been reviewed by the City's outside auditors: projections are projections only. Actual results based on the 2012 year-end audit may differ significantly. 4839-5579-1377.2 B-5 ockyards&Downtown) 2013 2008 Special Obligation Refunding(Riverfront) 2026 Special Tax Revenue Redevelopment 2008 2028 Special Tax Revenue Redevelopment 2009 A 2029 2012 Special Obligation Refunding 2012(Riverfront) 2032 Special Tax Revenue Redevelopment Refunding 2012A 2032 Special Tax Revenue Redevelopment Refunding 2012B 2018 Performing Arts Refunding Redevelopment 2012 2024 The 2012 Special Obligation Refunding Bonds and the 2008 Special Obligation Refunding Bonds are serviced by a variety of revenue sources including Property Tax Revenue, Tax Allocation Revenue, State Cigarette Tax, NRD Miller Park Contribution, Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for the sewer-related portion of the 2008 and 2012 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise. **The City recently refunded the principal amount of this issue with the Performing Arts Refunding Bonds 2012 listed above. The bonds of this issue maturing in 2013 and 2014 will be paid at maturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . DEBT SERVICE REQUIREMENTS The annual debt service requirements on outstanding Lease Revenue Bonds, including the Parity Bonds, are shown below,together with the estimated annual debt service requirements on the Bonds. Debt Service on Outstanding Lease Revenue Estimated Debt Service on Bonds the Bonds For Year Total Ending Principal December Annual Annual Annual Debt and Total Debt 31 Principal Interest Service Principal* Interestt Interest Service 2013 $6,655,000 $6,771,098.92 $13,426,098.92 $1,105,000 105,866.11 $1,210,866.11 $14,636,965.03 2014 6,730,000 6,554,256.92 13,284,256.92 1,960,000 84,675.00 2,044,675.00 15,328,931.92 2015 6,945,000 6,327,217.57 13,272,217.57 2,000,000 45,500.00 2,045,500.00 15,317,717.57 2016 6,160,000 6,081,856.14 12,241,856.14 30,000 15,525.00 45,525.00 12,287,381.14 2017 5,455,000 5,841,002.06 11,296,002.06 30,000 15,150.00 45,150.00 11,341,152.06 2018 5,755,000 5,596,138.31 11,351,138.31 30,000 14,775.00 44,775.00 11,395,913.31 2019 5,235,000 5,366,015.76 10,601,015.76 30,000 14,100.00 44,100.00 10,645,115.76 2020 5,555,000 5,125,826.76 10,680,826.76 30,000 13,425.00 43,425.00 10,724,251.76 2021 5,090,000 4,867,657.16 9,957,657.16 30,000 12,750.00 42,750.00 10,000,407.16 2022 5,410,000 4,616,988.86 10,026,988.86 30,000 12,075.00 42,075.00 10,069,063.86 2023 5,775,000 4,352,974.66 10,127,974.66 35,000 11,400.00 46,400.00 10,174,374.66 2024 6,090,000 4,086,556.56 10,176,556.56 35,000 10,350.00 45,350.00 10,221,906.56 2025 6,455,000 3,813,277.58 10,268,277.58 35,000 9,300.00 44,300.00 10,312,577.58 2026 6,180,000 3,513,527.21 9,693,527.21 35,000 8,250.00 43,250.00 9,736,777.21 2027 6,350,000 3,206,630.81 9,556,630.81 35,000 7,200.00 42,200.00 9,598,830.81 2028 6,440,000 2,899,205.61 9,339,205.61 40,000 6,150.00 46,150.00 9,385,355.61 2029 6,330,000 2,586,084.50 8,916,084.50 40,000 4,950.00 44,950.00 8,961,034.50 2030 6,595,000 2,268,497.25 8,863,497.25 40,000 3,750.00 43,750.00 8,907,247.25 2031 7,005,000 1,929,534.38 8,934,534.38 40,000 2,550.00 42,550.00 8,977,084.38 2032 7,410,000 1,569,578.38 8,979,578.38 45,000 1,350.00 46,350.00 9,025,928.38 2033 7,870,000 1,188,413.13 9,058,413.13 - - - 9,058,413.13 2034 6,465,000 836,296.88 7,301,296.88 - - - 7,301,296.88 2035 6,855,000 515,265.63 7,370,265.63 - - - 7,370,265.63 2036 7.260.000 175,015.63 7,435,015.63 - - - 7,435,015.63 TOTALS $152,070,000.00 $90,088.916.67 $242,158,916.67 $5.655,000.00 $399,091.11 $6.054.091.11 $248,213,007.78 *Preliminary; subject to change t Reflects estimated net interest cost of 1.633%. 4839-5579-1377.2 B-7 Cigarette Tax, NRD Miller Park Contribution, Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for the sewer-related portion of the 2008 and 2012 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise. **The City recently refunded the principal amount of this issue with the Performing Arts Refunding Bonds 2012 listed above. The bonds of this issue maturing in 2013 and 2014 will be paid at maturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . PROPERTY VALUATIONS AND DEBT RATIOS As of December 31 2007 2008 2009 2010 2011 Actual Valuation' $25,302 239 770 $26 509 935 870 $27 077 712 200 $26,889,903,480 $27 483 461 73 5 Net Direct General Obligation Bonded Debt 520,334,932 539,086,218 532,339,481 509,486,524 500,154,602 %of Net Direct General Obligation Bonded Debt to Actual Valuation 2.06% 2.03% 1.97% 1.89% 1.82% 'The preliminary 2012 taxable valuation is$27,913,680,440. Source: Records of Accounting Department,Office of the Douglas County Clerk. Population,Net General Bonded Debt and Per Capita Debt Per Capita Net Direct Net Direct General Obligation General Obligation Year Population' Bonded Debt2'3 Bonded Debt 1950 251,117 $ 11,100,500 $ 44.00 1960 301,598 30,697,871 102.00 1970 346,929 71,586,248 206.00 1980 313,911 73,939,298 236.00 1990 335,795 115,435,013 344.00 2000 390,007 408,103,671 1,046.00 2001 404,516 423,338,935 1,047.00 2002 408,202 417,421,740 1,023.00 2003 412,679 421,869,470 1,022.00 2004 417,702 439,551,010 1,052.00 2005 423,255 465,864,465 1,101.00 2006 428,263 464,368,152 1,084.00 2007 432,791 520,334,932 1,202.00 2008 438,791 539,312,795 1,229.00 2009 454,731 532,339,481 1,171.00 2010 409,850 509,486,524 1,246.00 2011 416,855 500,154,602 1,202.00 'Source: United States Census and Metropolitan Area Planning Agency,City of Omaha. 2Records of the Finance Department,City of Omaha. 3In 1982, the City of Omaha inaugurated a new annexation policy. The current annexation policy is designed to create annual, balanced annexation packages and establish consistency from year to year. Such annexation packages combine areas with relatively high outstanding indebtedness in relation to assessed valuation with other areas that have a more positive financial picture. These balanced packages can then be added to the City without tax increase to cover retirement of the additional debt assumed by the City. Under this approach,Omaha has grown by approximately 102,944 people and 41 square miles as a result of annexations since 1980. 4839-5579-1377.2 B-8 907,247.25 2031 7,005,000 1,929,534.38 8,934,534.38 40,000 2,550.00 42,550.00 8,977,084.38 2032 7,410,000 1,569,578.38 8,979,578.38 45,000 1,350.00 46,350.00 9,025,928.38 2033 7,870,000 1,188,413.13 9,058,413.13 - - - 9,058,413.13 2034 6,465,000 836,296.88 7,301,296.88 - - - 7,301,296.88 2035 6,855,000 515,265.63 7,370,265.63 - - - 7,370,265.63 2036 7.260.000 175,015.63 7,435,015.63 - - - 7,435,015.63 TOTALS $152,070,000.00 $90,088.916.67 $242,158,916.67 $5.655,000.00 $399,091.11 $6.054.091.11 $248,213,007.78 *Preliminary; subject to change t Reflects estimated net interest cost of 1.633%. 4839-5579-1377.2 B-7 Cigarette Tax, NRD Miller Park Contribution, Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for the sewer-related portion of the 2008 and 2012 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise. **The City recently refunded the principal amount of this issue with the Performing Arts Refunding Bonds 2012 listed above. The bonds of this issue maturing in 2013 and 2014 will be paid at maturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . • OVERLAPPING DEBT Listed below are the political subdivisions which have the power to levy taxes and the amount of net bonded indebtedness of each, as reported to the State of Nebraska Auditor of Public Accounts on January 6, 2012, applicable to the taxable property within the City of Omaha: %Applicable to $Amount Bonds Outstanding City of Omaha Applicable Douglas County' $ 74,115,000 76.25% $ 56,512,688 Omaha-Douglas Public Building Commission2 37,875,000 76.25 28,879,688 School District of Omaha3 282,373,928 85.91 242,593,089 School District of Ralston3 26,450,000 72.78 19,250,310 School District of Millard3 135,500,000 62.65 84,890,750 School District of Elkhorn3 135,465,000 49.24 • 66,702,966 Westside Community Schools 25,960,000 100.00 25,960,000 Total $717,738,928 $524,789,490 ' Douglas County, under various lease purchase agreements, is obligated to provide for annual rental payments. The annual payments on those lease purchase agreements,mostly short-term,are in each case$500,000 or less. 2 Payable from certain property tax revenues and payments to be made to it by the City of Omaha and Douglas County under certain contractual agreements. Actual rental payments by the City for 2011 were$1,442,000. The Act authorizing issuance of bonds by the Omaha-Douglas Public Building Commission (the"Commission")permits the Commission to levy a tax of$.017 per$100 of actual valuation on all the taxable property in Douglas County; the levy for 2011-12 is $0.013 per$100 of actual valuation. However, although the same Act authorizes the City to levy a tax on all the taxable property in the City, except intangible property,of$0.017 per$100 of actual valuation in excess of the Charter limitation described under"AUTHORITY TO LEVY TAXES,"if and to the extent necessary to make the City's payments to the Commission,no such levy has ever been made by the City for such purpose. 3 Tax levies for general obligation bond sinking fund purposes are unlimited as to amount. Residents of the City reside in one of the five school districts and pay taxes only to that school district and the Learning Community. These numbers represent bonds outstanding as of July 11,2011. The City's ratio of direct and overlapping debt ($1,056,211,230) to its 2012 property valuation ($27,913,680,440)is 3.78%. LONG-TERM CONTRACTUAL AGREEMENTS The City of Omaha, under certain existing contractual agreements (including lease purchase agreements), is obligated to provide for annual payments which are a charge on the General Fund and the Parking Revenue Fund. From 2012 to 2036, the highest annual payment is $14,793,280 (in 2012), the lowest is $7,435,015 (in 2036), and the average annual payment is $10,777,677. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. 4839-5579-1377.2 B-9 $6.054.091.11 $248,213,007.78 *Preliminary; subject to change t Reflects estimated net interest cost of 1.633%. 4839-5579-1377.2 B-7 Cigarette Tax, NRD Miller Park Contribution, Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for the sewer-related portion of the 2008 and 2012 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise. **The City recently refunded the principal amount of this issue with the Performing Arts Refunding Bonds 2012 listed above. The bonds of this issue maturing in 2013 and 2014 will be paid at maturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . • City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding) as of December 31,2011 City of Omaha: Tax Increment Bonds and Notes $ 273,663,016 Special Tax Revenue Bonds 43,120,000 Highway Allocation Revenue Bonds 1,855,000 Convention Center Hotel Revenue Bonds 145,965,000 Special Obligation Bonds` 78,135,000 Omaha Public Power District 2,052,783,000 Airport Authority of the City of Omaha 23,940,375 Sanitary Sewerage System Revenue Bonds 212,040,000 Nebraska Department of Environmental Control Sewer Revenue Notes 13,071,421 Metropolitan Utilities District 180,601,259 'Revenue bond indebtedness is not general obligation debt of the City. Principal and interest are paid solely from revenues arising from operations of the respective City facilities or of the Authority or District issuing such revenue bonds. No taxes are levied for payment of either principal or interest. Nor are the Tax Increment Bonds and Notes and Special Tax Revenue Bonds referred to above general obligations of the City. Principal and interest are paid(1)either from that portion of the ad valorem tax on real property in a redevelopment project which is in excess of that portion of the ad valorem tax upon real property in such redevelopment project produced by the levy at the rate fixed each year by or for each public body levying a tax in such redevelopment project on the valuation for assessment of the taxable real property as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. :Including$17,639,512 paid from sewer revenues. AUTHORITY TO LEVY PROPERTY TAXES Under the City Charter,the tax levy of the City in any year for all purposes shall not exceed the total of(i) $0.6125 per$100 of actual taxable value plus(ii)whatever tax levy is necessary to provide for principal and interest payments on the indebtedness of the City, for the administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of judgments and litigation expenses in connection therewith, plus (iii) whatever amount is required to finance certain overtime and holiday pay for members of the police force. In addition, the Omaha Douglas Public Building Commission Act, pursuant to which the Commission issues bonds, empowers the City to levy a tax on all the taxable property in the City, except intangible property, of$0.0175 per$100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City's payments to the Commission. Effective July 1, 1998,the tax levy of the City(exclusive of levies for preexisting lease purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 450/$100 of taxable valuation. See "SECURITY FOR THE BONDS—Revision of State Property Tax System" herein. The City's tax levy during its current fiscal year ending December 31, 2011 is 28.447 cents per$100,plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 49.922 cents per$100. A detailed summary of the property tax levied on real and personal property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . TOTAL PROPERTY TAX LEVIES IN THE CITY OF OMAHA (Levied on Real and Tangible Personal Property) 2007 2008 2009 2010 2011 2012 City of Omaha Amount per$100 of actual Valuation (Rounded to four decimals) General Fund $.2431 $.2431 $.2431 $.2611 $.2845 $.2845 Debt Service Fund .1759 .1759 .1759 .1759 .1928 .1928 Judgment Fund .0060 .0060 .0060 .0060 .0060 .0060 Redevelopment Fund .0089 .0089 .0089 .0089 .0159 .0159 Total for City of Omaha $.4339 $.4339 $.4339 $.4759 $.4992 $.4992 2007-08 2008-09 2009-10 2010-11 2011-12 (Amount per$100 of actual Valuation) Other Taxing Units Douglas County $0.24519 $0.24519 $0.26459 $0.26459 $0.26459 Library-(Unincorporated Areas Only) 0.01770 0.01807 0.01553 0.01927 0.04791 School District of Omahal 1.20059 1.20064 0.25572 0.25863 0.25909 School District No.66 of Douglas Countyl 1.25282 1.25302 0.29106 0.32890 0.32890 School District of Ralstonl 1.26197 1.29738 0.30785 0.32470 0.31280 School District of Millardl 1.20999 1.20997 0.25000 0.26000 0.26000 School District of Elkhorn] 1.30510 1.30499 0.34499 0.36500 0.36499 State Educational Service Units2 0.01500 0.01500 0.01500 0.01500 0.01500 • Omaha-Douglas Public Building Commission 0.01096 0.01300 0.01300 0.01300 0.01300 Papio Missouri River Natural Resources District 0.03485 0.03375 0.03375 0.03275 0.03275 Metropolitan Technical Community College 0.06740 0.06740 0.08500 0.08500 0.08500 Omaha Transit Authority 0.04617 0.04613 0.04674 0.04872 0.04933 Learning Community 3 - - 0.96500 0.95125 0.96000 'Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district. 2Residents residing in school districts other than the School District of Omaha pay $0.01609 for years 2011-2012, $0.01618 for years 2009-10, $0.01642 for years 2008-09,$0.01629 for years 2007-08 and$0.01642 for years 2006-07. 3Comprised of all 11 school districts within Douglas and Sarpy Counties, the Learning Community implemented a common property tax levy among the 11 school districts with the purpose of helping distribute property tax revenue more evenly throughout the school districts in the area. 4839-5579-1377.2 B-1 1 he taxable property in the City, except intangible property, of$0.0175 per$100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City's payments to the Commission. Effective July 1, 1998,the tax levy of the City(exclusive of levies for preexisting lease purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 450/$100 of taxable valuation. See "SECURITY FOR THE BONDS—Revision of State Property Tax System" herein. The City's tax levy during its current fiscal year ending December 31, 2011 is 28.447 cents per$100,plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 49.922 cents per$100. A detailed summary of the property tax levied on real and personal property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . MAJOR TAXPAYERS The following are firms located within the City of Omaha with real estate valuations in excess of $25,000,000 as of April 16, 2012. Taxpayer Value of Real Property FIRST DATA RESOURCES INC $112,883,700 OAK VIEW MALL LLC 103,206,100 UNITED OF OMAHA LIFE INS 95,101,200 WESTROADS MALL LLC 92,602,800 168TH AND DODGE LP 90,337,700 NEBRASKA FURNITURE MART 74,237,500 CREIGHTON ST JOSEPH REGIONAL 62,978,500 IRET-MR9 LLC 54,807,300 SFI LTD PARTNERSHIP •49,271,900 COMMERCIAL FED SAV&LOAN 47,464,900 TARGET CORPORATION 46,214,200 FIRST NATIONAL BANK OMAHA 44,346,200 ALEGENT HEALTH 41,844,600 EM OMAHA OWNER LLC 40,368,700 W 0 W LIFE INS SOC 40,000,000 WAL-MART REAL ESTATE BUS TR 39,481,400 CLF LANDMARK OMAHA LLC 39,129,700 WACHOVIA DEVELOPMENT CO • 36,650,300 OMAHA PLAZA INVESTMENTS LLC 36,287,300 CAGR LLC 34,761,700 • BISHOP CLARKSON MEMORIAL HOSP 33,396,300 OMAHA MARKETPLACE HOLDINGS LLC . 32,971,200 SECURITY NATL PROPERTIES FUND . 31,638,300 TD AMERITRADE SERVICE CO 31,447,800 GUARANTEE MUTUAL LIFE 31,132,000 WELLS FARGO BANK NEBRASKA 31,074,300 WEST TELESERVICES CORP 30,500,000 • CONNECTICUT NATL BANK TR •30,000,000 AIRLITE PLASTICS CO 29,921,600 IRET PROPERTIES 29,828,500 CONAGRA FOODS INC 28,940,300 REGENCY LAKESIDE ASSOC LLC 28,750,800 FIRST NATL OF NEBR INC • 28,216,300 LOZIER CORP 27,433,200 WAL-MART REAL ESTATE BUSINESS 26,076,200 WIESMAN DEVELOPMENT LLC 25,844,600 VK BLONDO PROPERTIES LP 25,624,800 ROE-NORTH PARK II LLC 25,623,300 Source: Records of the Tax Control Supervisor,Office of the Douglas County Clerk 4839-5579-1377.2 B-12 2 for years 2006-07. 3Comprised of all 11 school districts within Douglas and Sarpy Counties, the Learning Community implemented a common property tax levy among the 11 school districts with the purpose of helping distribute property tax revenue more evenly throughout the school districts in the area. 4839-5579-1377.2 B-1 1 he taxable property in the City, except intangible property, of$0.0175 per$100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City's payments to the Commission. Effective July 1, 1998,the tax levy of the City(exclusive of levies for preexisting lease purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 450/$100 of taxable valuation. See "SECURITY FOR THE BONDS—Revision of State Property Tax System" herein. The City's tax levy during its current fiscal year ending December 31, 2011 is 28.447 cents per$100,plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 49.922 cents per$100. A detailed summary of the property tax levied on real and personal property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . DEBT MANAGEMENT General Obligation Debt Margin Article V, Section 5.27, Home Rule Charter of the City of Omaha, 1956, as amended, provides: The total amount of general obligation indebtedness outstanding at any time, which shall include bonds issued but shall not include bonds authorized until they are issued, shall not exceed 3.5 per cent of the actual value of taxable real and personal property in the city. Computation of the general obligation debt margin as defined in the Home Rule Charter, based upon valuations,reflects the following: Maximum debt limit(3.5%of total assessed valuation) $961,921,161 General obligation bonds outstanding 518,750,000 Less balance in General Obligation Debt (18,595,398) (500,154,602) Service Fund December 31,2011 General obligation debt margin $461,766,559 Revenue bond indebtedness, special obligation bonds, general obligation notes and lease-purchase agreements are not chargeable against the general obligation debt margin. The City of Omaha has no general obligation notes outstanding. Revenue and special obligation bond indebtedness and lease purchase agreement obligations are set forth herein under the captions "OVERLAPPING DEBT" and "LONG-TERM CONTRACTUAL AGREEMENTS—City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding." Debt Payment Record The City of Omaha has never defaulted on its obligations to pay principal of or interest on its indebtedness. General Obligation Bonds Authorized But Unissued Upon the issuance of the Series 2012A Bonds, the City will have $67,046,000 of general obligation bonds authorized but unissued which were approved by the City electorate on May 11, 2010.. The City anticipates that these bonds will be issued in varying amounts annually through 2016. CASH RESERVE FUND At a special City election held on November 6, 1984, voters of the City approved an amendment • to Section 5.03 of the City Charter to provide in subsection(10) for the establishment of a cash reserve fund("Cash Reserve Fund")for the purpose of meeting emergencies arising from: (a) the loss or partial loss of a revenue source; (b) an unanticipated expenditure demand due to a natural disaster, casualty loss or act of God; 4839-5579-1377.2 B-13 . pose of helping distribute property tax revenue more evenly throughout the school districts in the area. 4839-5579-1377.2 B-1 1 he taxable property in the City, except intangible property, of$0.0175 per$100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City's payments to the Commission. Effective July 1, 1998,the tax levy of the City(exclusive of levies for preexisting lease purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 450/$100 of taxable valuation. See "SECURITY FOR THE BONDS—Revision of State Property Tax System" herein. The City's tax levy during its current fiscal year ending December 31, 2011 is 28.447 cents per$100,plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 49.922 cents per$100. A detailed summary of the property tax levied on real and personal property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . (c) expenditure demand for the satisfaction of judgments and litigation expenses when the Judgment Levy Fund balance is inadequate; or (d) conditions wherein serious loss of life, health or property is threatened or has occurred. The 1984 amendment to the City Charter authorized the appropriation at the close of any fiscal year for credit to the Cash Reserve Fund of any amount, or portion thereof, held as General Fund surplus. Income earned on amounts credited to the Cash Reserve Fund is retained in the fund. The maximum size of the Cash Reserve Fund was established at an amount equal to 4% of General Fund appropriations. The ordinance adopted by the City Council to close Fiscal 1984 Accounts provided that the sum of $1,600,000 be transferred from 1984 available budgetary balances as the initial credit to the Cash Reserve Fund to be held as provided in Section 5.03(10) of the City Charter. In 2011, $250,000 was appropriated from the General Fund, leaving the balance as of December 31,2011 of$3,260,849. EMPLOYEE RELATIONS: RETIREMENT SYSTEMS General The City of Omaha negotiates with four major unions: The Civilian Management Professional and Technical Employees Council; The Omaha City Employees, Local No. 251; The Omaha Association of Firefighters,Local No. 385 (the "Fire Union"); and The Omaha Police Union,Local No. 1 (the "Police Union"). Current agreements with the four unions expire or expired as follows: The Civilian Management Professional and Technical Employees Council—December 22, 2012; Omaha Association of Firefighters, Local No. 385—December 26, 2007; Omaha City Employees, Local No. 251— December 22, 2012; and Omaha Police Union, Local No. 1-December 21, 2013. See "POLICE AND FIRE RETIREMENT SYSTEM—Current Developments" regarding the status of contract negotiations between the City and the Fire Union and related legal proceedings. See "CITY OF OMAHA EMPLOYEES' RETIREMENT SYSTEM—Current Developments" regarding the status of contract negotiations between the City and the civilian bargaining groups. The negotiating procedure involves meeting with the designated union representatives and discussing economic and noneconomic items regarding contractual agreements. At any time, should an impasse be reached, Nebraska law provides that either party may appeal to the Nebraska Commission of Industrial Relations. Either party may appeal the decision of such Commission to the Nebraska Supreme Court, whose decision is final. Investors should note that (i)the information included in herein relating to the City's Uniform Plan and Civilian Plan (each as hereinafter defined) relies on information produced by Cavanaugh Macdonald Consulting, LLC (the "Actuary"), (ii)actuarial assessments are "forward-looking" information that reflect the judgment of the fiduciaries of the plans, and (iii)actuarial assessments are based upon a variety of assumptions, one or more of which may prove to be inaccurate or be changed in the future, and will change with the future experience of plans. The City engaged Cavanaugh Macdonald Consulting, LLC in 2011 pursuant to a request for proposal process. Cavanaugh replaced Milliman Consultants and Actuaries as the City's actuary as of that date. Information for January 1, 2012 is not yet available, as the Actuarial Valuation Reports have not been presented to the necessary boards as of the date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Actuarial Methods and Assumptions Valuations of the plans use the"entry age-normal" cost method. Under this actuarial method, the value of future costs attributable to future employment of participants is determined. The value of future costs attributable to past employment of participants, which is called the actuarial liability, is equal to the present value of benefits less the present value of future normal costs. The unfunded actuarial liability is equal to the excess of the actuarial liability over assets. The unfunded actuarial liability is funded as a level percent of payroll over a 30-year closed period that began January 1, 2002. The City's annual Civilian Plan and Uniform Plan expenses are calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. As experience develops with the plans, actuarial gains and actuarial losses result. These actuarial gains and losses indicate the extent to which actual experience is deviating from that expected on the basis of the actuarial assumptions. In each year, as they occur, actuarial gains and losses are recognized in the unfunded actuarial liability as of the actuarial valuation date. The plans use an asset-smoothing method in the actuarial valuation process. As a result, each plan's funded status and the targeted contribution are based on the actuarial (smoothed) value of assets — not the actual market value. See the two tables below for a comparison of each plan's Market Value of Assets to its Actuarial Value of Assets. CIVILIAN PLAN Date Market Value of Actuarial Value of AVA/ Assets(MVA) Assets(AVA) MVA 1/1/2008 $294,658,022 $283,243,750 96.13% 1/1/2009 204,452,506 245,343,007 120.00% 1/1/2010 213,219,632 240,109,413 112.61% 1/1/2011 232,346,583 240,291,310 103.42% UNIFORM PLAN Date Market Value of Actuarial Value of AVA/ Assets(MVA) Assets (AVA) MVA 1/1/2008 $529,923,390 $530,493,413 100.1% 1/1/2009 365,923,877 439,108,652 120.0% 1/1/2010 405,390,038 440,478,409 108.7% 1/1/2011 452,640,303 456,158,774 100.8% 4839-5579-1377.2 B-15 ed in herein relating to the City's Uniform Plan and Civilian Plan (each as hereinafter defined) relies on information produced by Cavanaugh Macdonald Consulting, LLC (the "Actuary"), (ii)actuarial assessments are "forward-looking" information that reflect the judgment of the fiduciaries of the plans, and (iii)actuarial assessments are based upon a variety of assumptions, one or more of which may prove to be inaccurate or be changed in the future, and will change with the future experience of plans. The City engaged Cavanaugh Macdonald Consulting, LLC in 2011 pursuant to a request for proposal process. Cavanaugh replaced Milliman Consultants and Actuaries as the City's actuary as of that date. Information for January 1, 2012 is not yet available, as the Actuarial Valuation Reports have not been presented to the necessary boards as of the date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . CITY OF OMAHA EMPLOYEES' RETIREMENT SYSTEM The City of Omaha Employees' Retirement System (the "Civilian Plan") became effective on January 1, 1949. Certain of its provisions,which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. The Civilian Plan is a single-employer defined benefit plan with a fiscal year that ends December 31. Under the Civilian Plan, there are 1,157 active members, 962 retirees, 263 beneficiaries, 81 disabled members and 77 deferred vested members for a total of 2,540. All city employees except the following are covered by the Civilian Plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the Civilian Plan. Prior service credit is granted for employment with the City before January 1, 1949, and membership service credit is granted for employment thereafter. Compulsory military duty and voluntary military duty in time of war count as service. Early retirement is permitted at age 50 with five years of service, with the accrued benefit reduced 8% per year for retirement prior to age 60. For employees whose age plus service equals or exceeds 80, the 8% per year reduction is eliminated. An employee's monthly pension is equal to 2.25% of average final monthly compensation for each year of service. The historical City contributions are as follows: Annual Required Contribution Total Employer % of ARC Fiscal Year (ARC) Contribution Contributed Ending (a) (b) (b/a) 12/31/2005 $6,877,913 $4,500,192 65.43% 12/31/2006 6,213,801 4,145,033 66.71% 12/31/2007 8,883,617 4,975,039 56.00% 12/31/2008 9,212,669 5,374,082 58.33% 12/31/2009 12,893,331 5,310,754 41.19% 12/31/2010 14,149,386 5,717,610 40.41% 12/31/2011 14,564,847 6,618,110 45.44% Notes Regarding the above table: (1)The actuarial value of assets is determined based on a method that smoothes the effects of short term volatility in the market value of investments. The actuarial value is equal to the expected value,based on the assumed rate of return, plus 25%of the difference between market and expected values. A corridor of 80%to 120%of market value is also applied;(2)Economic assumptions are as follows: (a)Investment return rate: 8.00%,(b)Salary increase rates: from 10%at 1 year of service to 4% at 20 years of service, (c)Inflation rate: 3.5%, (d)Payroll growth: 4.00%, (e)Post-retirement benefit increases: Applicable after 5 years equal to the lesser of 3%or$50 per month for members(and their beneficiaries)who retired on or before January 28, 1998; and (3)The amortization method is a closed 30-year period, level percentage of payroll (the unfunded actuarial liability is amortized over 21 years as of January 1,2011). 4839-5579-1377.2 B-16 h may prove to be inaccurate or be changed in the future, and will change with the future experience of plans. The City engaged Cavanaugh Macdonald Consulting, LLC in 2011 pursuant to a request for proposal process. Cavanaugh replaced Milliman Consultants and Actuaries as the City's actuary as of that date. Information for January 1, 2012 is not yet available, as the Actuarial Valuation Reports have not been presented to the necessary boards as of the date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Following is a cash flow analysis of the Civilian Plan for the last five fiscal years: 2007 2008 2009 2010 2011 Receipts Employee Contributions $ 4,262,326 $ 4,695,162 $ 4,638,593 $4,858,097 $5,628,888 Employer Contributions 4,975,039 5,374,082 5,310,754 5,717,610 6,618,110 Investment Income 17,158,906 (74,148,690) 25,385,457 36,420,500 (401,034) Security Lending Income 199,220 131,023 151,792 29,994 16,808 Total Receipts $26,595,491 $(63,948,423) $35,489,596 $47,026,201 $11,862,772 Disbursements Retirement Pensions $22,230,727 $23,359,337 $24,583,957 $25,956,829 $26,789,295 Death Benefits 11,524 256,610 149,633 175,000 148,333 Refunds 251,974 327,075 514,398 205,017 387,696 Other Disbursements 2,047,699 1,750,227 1,474,483 1,562,403 1,448,974 Total Disbursements 24,541,924 25,693,249 26,722,470 27,899,249 28,774,572 Excess of Receipts Over Disbursements $2,053,567 $(89,641,672) $8,767,126 $ 19,126,952 $(16,911,800) Source:Records of Finance Department,City of Omaha. Funding Status Strong investment performance in 2009 and 2010 has help reduce the deferred investment loss from the 2008 fiscal year. However, despite returns in both 2009 and 2010 that were higher than the expected return of 8%, the actuarial value of assets on January 1, 2011 was $8 million greater than the market value of assets on the same date. The funded ratio of the Civilian Plan, on a market value basis, has increased from 52% in the January 1, 2009 actuarial valuation to 57% in the January 1, 2011 valuation. Even with the favorable investment experience, the increase in the Civilian Plan's funded status represents only a modest improvement in the long term funding of the Civilian Plan. The Civilian Plan faces a significant challenge based on the contribution shortfall between the actuarial contribution rate and the current fixed member and employer contribution rates. The actuarial contribution rate of the System is composed of two parts: (1) The normal cost (which is the allocation of costs attributed to the current year's membership service); and (2) The amortization payment on the Unfunded Actuarial Liability. The normal cost rate is independent of the Civilian Plan's funded status and represents the cost, as a percent of payroll, of the benefits provided by the Civilian Plan which is allocated to the current year of service. The total normal cost for the Civilian Plan is 13.830% of pay, or about $7.6 million in the 2011 fiscal year. When offset by the expected employee contributions, the City portion of the normal cost is 4.505% of pay, or about$2.5 million. The normal cost represents the long-term cost of the benefit structure of the Civilian Plan. 4839-5579-1377.2 B-17 B-16 h may prove to be inaccurate or be changed in the future, and will change with the future experience of plans. The City engaged Cavanaugh Macdonald Consulting, LLC in 2011 pursuant to a request for proposal process. Cavanaugh replaced Milliman Consultants and Actuaries as the City's actuary as of that date. Information for January 1, 2012 is not yet available, as the Actuarial Valuation Reports have not been presented to the necessary boards as of the date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . The Civilian Plan's total actuarially determined contribution rate (payable as a % of member payroll) increased by 0.36% of pay,to 33.91% on January 1, 2011, from 33.55%on January 1,2010. The Civilian Plan has an unfunded actuarial liability of $169 million (actuarial liability is greater than actuarial assets). The unfunded actuarial liability is being funded over a closed 30-year period beginning January 1, 2002 of which 21 years remain as of the valuation data. The resulting payment is 20.083% of pay. As a result, the total contribution for 2011 is 33.913% of pay (13.830% + 20.083%). The City's required contribution rate in the city ordinance for 2011 is 11.025% and the employees contribute is 9.325%, which results in a contribution shortfall for 2011 of 13.563% of pay. The latest actuarial study by the Actuary was for the period ended December 31, 2010 and included an 8.0% investment rate of return assumption. Summarized below is financial information concerning the Civilian Plan for the last six fiscal years. Market Value of Actuarial Unfunded AAL Funded Ratio Covered Payroll UAAL as a Assets2 Liability(AAL) (UAAL) (P/R) Percentage of Actuarial Covered P/R Valuation Date' (a) (b) (b-a) (a/b) (c) [(b-a)/c] 12/31/2005 $277,100,000 $352,000,000 $74,900,000 78.7% $53,400,000 140.3% 12/31/2006 292,000,000 361,700,000 69,700,000 80.7% 48,200,000 144.6% 12/31/2007 294,700,000 369,000,000 74,300,000 79.9% 54,000,000 137.6% 12/31/2008 204,500,000 387,700,000 183,200,000 52.7% 56,400,000 324.8% 12/31/2009 213,200,000 402,800,000 189,600,000 52.9% 55,700,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a). The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. The City's annual pension cost and net pension obligation to the Civilian Plan for the fiscal year • ended December 31,2011 are as follows: City of Omaha Employees'Retirement System Annual Pension Cost and Net Pension Obligation December 31,2011 Annual required contribution(ARC) $ 14,564,847 Interest on net pension asset 2,661,089 Adjustment to annual required contribution (2,339,292) Annual pension cost 14,886,644 • Contributions made (6,618,110) Increase in net pension obligation 8,268,534 Net pension obligation,beginning of year 33,263,609 Net pension obligation,end of year $41,532,143 • • 4839-5579-1377.2 B-18 ts and Actuaries as the City's actuary as of that date. Information for January 1, 2012 is not yet available, as the Actuarial Valuation Reports have not been presented to the necessary boards as of the date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Three-year trend information is as follows: Fiscal Annual Percentage Net Year Required of ARC Pension Ending Contribution Contributed Obligation (ARC) 12/31/2011 $14,564,847 45% $41,532,143 12/31/2010 14,149,386 41% $32,263,609 12/31/2009 12,893,331 42% $25,052,987 Asset Allocation The Pension Board of the Civilian Plan with the recommendation from its investment committee approves fund manager agreements. Such management agreements provide specific investment requirements. The Civilian Plan does restrict the general asset allocation to fixed income assets. The Civilian Plan target range for fixed income assets is between 12% and 28%. Updated investment guidelines were adopted by the Civilian Plan in February 2011. Under the Civilian Plan's investment guidelines equity investments shall be 25.5 — 54.0% of the portfolio with large cap domestics (6.5 — 13.5%), small cap domestics (9.6—20.0%), and international equities (9.5 -20.5%). Domestic real estate securities shall be 9.5 —20.5% of the portfolio. The investments may be held individually or commingled in mutual funds and investment pools. There are no individual investments greater than 5% with a single issuer. See the table below for a breakdown of investment type and accompanying asset value: Market Value Investment Type 12/31/2011 Percent Allocated Government Securities $18,419,950 8.6% Municipal Issues 2,095,382 1.0 Corporate Bonds 22,982,564 10.7 Domestic Equities 57,866,385 27.0 International Equities 29,061,144 13.5 Domestic Real Estate Securities 34,795,411 16.2 International Real Estate -- -- Commodities 22,326,048 10.4 Private Equity 7,678,952 3.6 Cash and Cash Equivalents 19,355,157 9.0 Total $214,580,993 100.0% [Remainder of Page Intentionally Left Blank] 4839-5579-1377.2 B-19 r GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. The City's annual pension cost and net pension obligation to the Civilian Plan for the fiscal year • ended December 31,2011 are as follows: City of Omaha Employees'Retirement System Annual Pension Cost and Net Pension Obligation December 31,2011 Annual required contribution(ARC) $ 14,564,847 Interest on net pension asset 2,661,089 Adjustment to annual required contribution (2,339,292) Annual pension cost 14,886,644 • Contributions made (6,618,110) Increase in net pension obligation 8,268,534 Net pension obligation,beginning of year 33,263,609 Net pension obligation,end of year $41,532,143 • • 4839-5579-1377.2 B-18 ts and Actuaries as the City's actuary as of that date. Information for January 1, 2012 is not yet available, as the Actuarial Valuation Reports have not been presented to the necessary boards as of the date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Fixed income investments are held in two accounts managed by two different managers: $33.0 million in managed accounts and $13.8 million in one bond mutual fund. Maturities of the securities in these commingled funds as of December 31, 2011 are as follows: Managed Accounts Maturity Range(Years) Investment Type Less than 1 1-5 6-10 10+ year U.S. Treasuries 1.4% 4.2% 7.8% 8.3% U.S. Agencies -- 9.3 2.1 -- Municipal Bonds -- 0.9 1.7 3.7 Corporate Bonds 4.2 24.9 22.8 8.7 Bond Mutual Funds Maturity Percent of Total 0-1 years • 23.4% 1-5 years 76.6 6-10 years -- 10+years -- The credit quality ratings of the securities in these two fixed income asset funds as of December 31,2011 are as follows: Managed Accounts Investment Type Ratings Percent of Total U.S. Treasuries AAA 21.7% U.S. Agencies AAA/AA+ 12.0 U.S. Agencies N/R -- Municipal Bonds AAA/A3 6.3 Corporate Bonds AAA/A3 44.9 Corporate Bonds BAA 1/BBB 15.2 Corporate Bonds N/R -- Bond Mutual Funds Rating Percent of Total TSY/AGY 41.5% AAA/Aaa 39.3 AA+/A3 15.0 BBB/Ba2 4.0 N/R 0.2 Current Developments In regard to the Civilian Plan, contribution rates for both the employees and the City have been increased by negotiations through December 22, 2012. The City and the civilian bargaining groups are continuing to negotiate solutions to address the Civilian Plan's unfunded actuarial accrued liability. It is expected that new contract provisions beginning in 2013 will provide additional funding to the Civilian Plan. 4839-5579-1377.2 B-20 Total $214,580,993 100.0% [Remainder of Page Intentionally Left Blank] 4839-5579-1377.2 B-19 r GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. The City's annual pension cost and net pension obligation to the Civilian Plan for the fiscal year • ended December 31,2011 are as follows: City of Omaha Employees'Retirement System Annual Pension Cost and Net Pension Obligation December 31,2011 Annual required contribution(ARC) $ 14,564,847 Interest on net pension asset 2,661,089 Adjustment to annual required contribution (2,339,292) Annual pension cost 14,886,644 • Contributions made (6,618,110) Increase in net pension obligation 8,268,534 Net pension obligation,beginning of year 33,263,609 Net pension obligation,end of year $41,532,143 • • 4839-5579-1377.2 B-18 ts and Actuaries as the City's actuary as of that date. Information for January 1, 2012 is not yet available, as the Actuarial Valuation Reports have not been presented to the necessary boards as of the date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . POLICE AND FIRE RETIREMENT SYSTEM The City of Omaha Police and Fire Retirement System (the "Uniform Plan")became effective on July 1, 1961. Certain of its provisions, which are governed by Chapter 22.61 of the Omaha Municipal Code, are summarized herein. The Uniform Plan is a single-employer defined benefit plan with a fiscal year that ends December 31. Under the Uniform Plan, there are 1,392 active members, 933 retirees, 271 beneficiaries, 240 disabled members and 8 deferred vested members for a total of 2,844. Membership in the Uniform Plan is limited to and shall include only probationary and regular uniformed personnel of the Police and Fire Departments. For sworn fire personnel, retirement is optional at age at age 50 with 20 years of service with a lifetime monthly service retirement benefit equal to 55%of average final monthly compensation. With 25 years of service or more, an employee can retire at the minimum age of 45 with a lifetime monthly retirement benefit equal to 75%of average final monthly compensation. For sworn police personnel, under the September 2010 contract the minimum years of service for a maximum pension benefit of 75% of average monthly compensation increased from 25 years to 30 years. Additionally, under the new police contract sworn personnel hired after January 1, 2010,the minimum age for a normal service retirement is 50. For current sworn police personnel, retirement is optional at 45 with 20 years of service with a lifetime monthly service retirement benefit equal to 50%of average monthly compensation. With 30 years of service or more, an employee can retire at the minimum age of 45 with a lifetime monthly retirement benefit equal to 75% of average final monthly compensation. The historical City contributions are as follows: Annual Required Total Employer % of ARC Fiscal Year Contribution Contribution Contributed Ending (ARC) (b) (b/a) (a) 12/31/2005 $26,255,804 $17,762,209 67.65% 12/31/2006 31,102,053 20,171,610 64.86% 12/31/2007 34,842,280 20,699,211 59.41% 12/31/2008 38,073,021 21,700,806 57.00% 12/31/2009 50,507,561 22,701,608 44.95% 12/31/2010 55,488,062 24,183,493 43.58% 12/31/2011 49,945,979 30,775,568 61.62% Notes Regarding this Schedule: (1)The actuarial value of assets is determined based on a method that smoothes the effects of short term volatility in the market value investments. The actuarial value is equal to the expected value, based on the assumed rate of return,plus 1/3 of the difference between market and expected values. A corridor of 80%to 120%of market value is also applied; (2)Economic assumptions are as follows: (a)Investment return rate: 8.00%, (b)Salary increase rates: from 6.5% at 1 year of service to 4% at 30 years of service, (c)Inflation rate: 3.5%, (d)Payroll growth: 4.00%, (e)Post-retirement benefit increases:the lesser of 3%or$50($65 for Fire retirements after June 30,2007. The increase will be made annually,beginning in the 13`h month of retirement; and (3)The amortization method is a closed 30-year period, level percentage of payroll (the unfunded actuarial liability is amortized over 22 years as of January 1,2011). - [Remainder of Page Intentionally Left Blank] 4839-5579-1377.2 B-21 ed to the necessary boards as of the date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Following is a cash flow analysis of the system for the last five fiscal years: 2007 2008 2009 2010 2011 Receipts Employee Contributions $14,996,443 $14,858,953 $15,630,476 $ 16,271,773 $16,916,367 Employer Contributions 20,699,211 20,373,206 21,374,008 22,855,893 29,447,968 Prior Service Contributions 1,327,000 1,327,000 1,327,600 1,327,600 1,327,600 Investment Income 28,888,051 (148,242,515) 57,038,628 66,701,848 1,473,016 Security Lending Income 150,220 448,804 174,265 187,065 108,677 $66,060,925 ($111,234,552) $95,544,975 $107,314,179 $49,273,627 Disbursements Retirement Pensions $39,653,439 $49,426,367 $52,783,686 $55,911,664 58,101,622 Death Benefits 56,898 13,000 77,360 156,507 25,500 Refunds 235,811 221,824 296,230 520,997 295,730 Other Disbursements 3,799,517 3,103,770 2,921,538 3,474,746 3,061,687 43,745,665 52,764,961 56,078,815 60,063,914 61,484,538 Excess of Receipts $22,315,260 $(163,999,513) $39,466,161 $47,250,265 $(12,210,911.) Over Disbursements Source:Records of Finance Department,City of Omaha. Funding Status Significant changes to the benefit structure for police members are reflected in the 2011 valuation. The new police contract signed with the Police Union in September 2010 provided for significant increases to the future contributions of both police members and the City to the Uniform Plan as well as significant reductions to the benefit provisions for current and future police members which lowered the cost of the Uniform Plan. The changes in the Uniform Plan provisions for police members resulted in a decrease in the unfunded actuarial liability of$52 million and a decrease in the normal cost rate of 5.23% (for police members). The contribution shortfall for 2011 is down to 18.71% from 28.16% in 2010. The changes in the police contract are expected to produce a significant improvement in the sustainability of the Uniform Plan over the long term. The full impact of the provisions of the new police contract are not reflected in the 2011 valuation because some of the benefit changes are effective only for new hires and, thus, will unfold over time as new hires replace current active members. As of the date this Official Statement, a contract has not been finalized with the Fire Union, so the same benefit structure as in 2010 was used in the 2011 valuation. Based upon the studies conducted by the prior actuary, if similar changes are made to the benefit provisions for fire members, the Uniform Plan's long term funding outlook will be further improved and expected to become fully funded in about 45 years if all actuarial assumptions are met. However, the City will continue its underfunding of its annual required contribution ("ARC"), which is funded as a level percent of payroll over a 30-year closed period that began in January 1, 2002. During 1977, on the basis of an actuarial balance sheet prepared as of January 1, 1977, the District Court of Douglas County, Nebraska made a determination relative to the unfunded liability for past service credits and the method of funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . past service costs. Commencing in 1979, the City contributes to the Uniform Plan the sum of $1,327,600 per year for 50 years to provide for the amortization of the prior service cost. The latest actuarial study by the Actuary was for the period ended December 31, 2010 and included an 8.0%rate of return investment assumption. Summarized below is financial information concerning the Uniform Plan for the last six years. Actuarial Market Value Actuarial Unfunded Funded Ratio Covered UAAL as a Valuation of Assets2 Liability AAL(UAAL)3 Payroll (P/R) Percentage of Dater (AAL) Covered P/R (a) (b) (b-a) (a/b) (c) [(b-a)/c I 12/31/2005 $453,300,000 $ 703,800,000 $250,500,000 64.4% $ 86,800,000 288.6% 12/31/2006 507,600,000 801,100,000 293,500,000 63.4% 91,700,000 320.1% 12/31/2007 530,800,000 882,700,000 351,900,000 60.1% 99,600,000 353.3% 12/31/2008 365,900,000 947,600,000 581,700,000 38.6% 99,500,000 584.6% 12/31/2009 405,400,000 1,026,200,000 620,800,000 39.5% 103,900,000 597.5% 12/31/2010 452,600,000 1,093,300,000 640,700,000 41.4% 111,200,000 576.2% 1/1/2011 456,158,774 1,028,866,353 572,707,579 44.3% 105,025,610 545.3% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2) The prior actuary reported the market value of assets in column(a). The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. The City's annual pension cost and net pension obligation to the Uniform Plan for the year ended December 31, 2011 are as follows: Police and Firemen's Retirement System Annual Pension Cost and Net Pension Obligation December 31,2011 Annual required contribution(ARC) $49,945,979 Interest on net pension obligation 9,539,950 Adjustment to annual required contribution (8,137,044) Annual pension cost 51,348,885 Contributions made (30,775,568) Increase in net pension obligation 20,573,317 Net pension obligation,beginning of year 119,249,376 Net pension obligation,end of year $139,822,693 Three-year trend information is as follows: Fiscal Annual Percentage Net Year Required Contribution of ARC Pension Ending (ARC) Contributed Obligation 12/31/2011 $49,945,979 61% $139,822,693 12/31/2010 55,488,062 44% 119,249,376 12/31/2009 50,507,561 45% 88,728,048 4839-5579-1377.2 B-23 of January 1, 1977, the District Court of Douglas County, Nebraska made a determination relative to the unfunded liability for past service credits and the method of funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Asset Allocation The Pension Board of the Uniform Plan with the recommendation from its investment committee approves fund manager agreements. Such management agreements outline specific investment policies. The Uniform Plan does restrict the general asset allocation to only fixed income assets. The Uniform Plan's target range for fixed income assets is between 13% and 31% of the portfolio value. Updated investment guidelines were adopted by the Uniform Plan in February 2011. Under the Uniform Plan's investment guidelines equity investments shall be 33.0- 71.0% of the portfolio with large cap domestics (13.0 -27.0%), small cap domestics (6.0 - 14.0%), and international equities (14.0 - 30.0%). Domestic real estate securities shall be 9.0 - 21.0% of the portfolio. The investments may be held individually or commingled in mutual funds and investment pools. There are no individual investments greater than 5% with a single issuer. See the table below for a breakdown of investment type and accompanying asset value: Market Value Investment Type 12/31/2011 Percent Allocated Government Securities $23,666,906 5.4% Municipal Issues 2,096,784 0.5 Corporate Bonds 72,156,424 16.4 Domestic Equities 164,635,029 37.5 International Equities 61,493,647 14.0 Domestic Real Estate Securities 87,411,410 19.9 International Real Estate 1,490,878 0.3 Commodities 11,191,656 2.6 Cash and Cash Equivalents 14,566,214 3.3 Total $438,709,048 100.0% Fixed income investments are held in three accounts managed by three separate managers: $89.6 million in managed accounts and $8.7 million in a bond mutual fund. Maturities of the securities in these commingled funds as of December 31, 2011 are as follows: Managed Accounts Maturity Range(Years) Investment Type Less than 1 1-5 6-10 10+ year U.S. Treasuries 0.6% 4.2% --% --% U.S. Agencies -- 4.8 0.5 7.9 Municipal Bonds -- -- 0.9 1.4 Corporate Bonds 2.2 28.9 43.7 5.0 Bond Mutual Funds Maturity Percent of Total 0-1 years --% 1-5 years 32.0 6-10 years 24.0 10+years 44.0 4839-5579-1377.2 B-24 Net pension obligation,beginning of year 119,249,376 Net pension obligation,end of year $139,822,693 Three-year trend information is as follows: Fiscal Annual Percentage Net Year Required Contribution of ARC Pension Ending (ARC) Contributed Obligation 12/31/2011 $49,945,979 61% $139,822,693 12/31/2010 55,488,062 44% 119,249,376 12/31/2009 50,507,561 45% 88,728,048 4839-5579-1377.2 B-23 of January 1, 1977, the District Court of Douglas County, Nebraska made a determination relative to the unfunded liability for past service credits and the method of funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . The credit quality ratings of the aforementioned three fixed income accounts as of December 31, 2011 are as follows: Managed Accounts Investment Type Ratings Percent of Total U.S. Treasuries AAA 7.6% U.S.Agencies AAA/AA+ 9.6 U.S. Agencies N/R - Municipal Bonds AAA/A3 2.3 Corporate Bonds AAA/A3 21.9 Corporate Bonds BAA1/BBB 50.4 Corporate Bonds N/R 8.2 Bond Mutual Funds Rating Percent of Total TSY/AGY 88.0% AAA/Aaa 4.0 AA+/A3 7.0 BBB/Ba2 -- N/R 1.0 Current Developments The Fire Union has been negotiating with the City since its contract expired at the end of 2007. The Fire Union has filed several lawsuits against the City with the Nebraska Commission of Industrial . Relations ("CIR") and the District Court of Douglas County, Nebraska (the "District Court") since the expiration of its contract. There is currently one pending case before the CIR regarding the relationship between the City and the Fire Union. The CIR case addresses 2011 wages. It is anticipated that it will not go to trial until late in 2012 or early in 2013. The District Court issued Orders on two cases before it on January 12, 2012. In the first case, Professional Firefighters Association of Omaha v. City of Omaha (No. 1095-998), the Fire Union prevailed on its motion for summary judgment that the City must pay wages in accordance with City Code 23-148 (relating to levels of wages by rank), a decision that the City estimates will cost between $2 million and $4 million when applied to wages for 2008 to 2011. However, the District Court in the same Order granted the City's motion for summary judgment against a Fire Union claim for back pay for alleged understaffing of fire units. In the second case,Professional Firefighters Association of Omaha v. City of Omaha(No. 1095-999), the Fire Union requested that the City be held in contempt for an alleged failure to comply with various CIR orders: The District Court granted the City's motion for summary judgment against that request, but is allowing the Fire Union to amend its original complaint to request an accounting of appropriate back pay under CIR's 2008 Wage Order. The Fire Union has amended its original complaint alleging the City failed to properly comply with the 2008 Wage Order of the CIR. Both parties have moved for summary judgment, which motions are pending before the District Court. The Fire Union has filed a third District Court lawsuit alleging the City has failed to make timely payments for 2009 back pay. The City anticipates that the Fire Union will continue to pursue other remedies with respect to wage claim matters. Central to the current negotiations between the City and the Fire Union is the status of the pension benefits and employee funding requirements under the Uniform Plan. The Police Union has threatened to sue the City and the Uniform Plan to bifurcate the Uniform Plan into separate systems—one 4839-5579-1377.2 B-25 funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . for each Union—if the Fire Union will not adopt changes to its contract similar to those that the Police Union approved in 2010. The City cannot predict what will be the outcome of the continuing negotiations or the CIR cases. OTHER POST EMPLOYMENT BENEFITS Implementation of GASB Statements The Government Accounting Standards Board ("GASB") has issued Statements No. 43 ("GASB 43"), Financial Reporting for Post Employment Benefit Plans Other Than Pension Plans ("OPEBs"), and No. 45 ("GASB 45"), Accounting and Financial Reporting by Employers for Post Employment Benefits Other Than Pensions. GASB 43 was implemented by the City for fiscal year ending December 31, 2006 and GASB 45 was implemented by the City for fiscal year ending December 31, 2007. GASB 45 requires the accounting for the annual cost of OPEB and the related outstanding liability using an actuarial approach similar to pensions. The City implemented prospectively (zero net obligation at transition). Plan Description The City provides certain postemployment health care benefits to eligible retirees and their dependents in accordance with provisions established in Chapter 23 of the Omaha Municipal Code. The plan is a single-employer defined benefit health care plan administered by the City. The plan does not issue separate financial statements. Funding Policy The contribution requirements of plan members and the City are established through labor negotiations, with the Police Union, the Fire Union, the Omaha City Employees Local No. 251, and other classified civilian and sworn employees. All agreements are approved and can be amended by the Omaha City Council. Contributions are made to the plan based on a pay-as-you-go basis and the City self-insures this benefit. For the year ended December 31, 2011,the City paid $17,819,906 for 1,005 retirees. Retiree contribution rates vary from 0% to 10% of an annual estimated premium depending on the bargaining group date of retirement. Retiree contributions for 2011 were $427,459. In addition, the City received a $1,831,398 reimbursement payment under the Affordable Care Act. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2011 are as follows(unaudited): 4839-5579-1377.2 B-26 . The City anticipates that the Fire Union will continue to pursue other remedies with respect to wage claim matters. Central to the current negotiations between the City and the Fire Union is the status of the pension benefits and employee funding requirements under the Uniform Plan. The Police Union has threatened to sue the City and the Uniform Plan to bifurcate the Uniform Plan into separate systems—one 4839-5579-1377.2 B-25 funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . Percentage of Annual OPEB annual OPEB Net OPEB cost contributed Fiscal year ended: December 31, 2011 $47,322,593 38% $116,107,053 Fiscal year ended: December 31, 2010 $47,359,459 39% $86,169,794 The following tables(unaudited) show(1)the components of the City's annual OPEB cost for the year, the amount actually contributed to the plan, and changes in the City's net OPEB obligation and (2)the funded status of the plan: (1) Annual required contribution(ARC) $47,189,355 Contributions made (17,819,906) Increase in OPEB obligation 29,502,687 Net OPEB obligation—beginning of year 86,604,366 Net OPEB obligation—end of year $1.16,107,053 (2) The funded status of the plan as of March 1, 2010 is as follows: Actuarial accrued liability(AAL) $478,146,061 Actuarial value of plan assets — Unfunded actuarial accrued liability(UAAL) $478,146,061 Funded ratio —% Covered payroll $167,900,000 UAAL as a percentage of covered payroll 285% Source: Finance Department,City of Omaha. Actuarial Methods and Assumptions Actuarial valuations on an ongoing plan involve estimates of the value-reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the health care cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. Projections of benefits for financial reporting purposes are based on the substantive plan(the plan as understood by the employer and the plan members) and include benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan member to that point. The actuarial methods used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. In the March 1, 2010 actuarial valuation, the unprojected unit credit actuarial cost method was used. The actuarial assumptions included a 4% projected investment rate of return and an annual health care cost trend of 9.30% initially, reduced by decrements to an ultimate rate of 4.70%after 72 years. Both rates include a 3.00% inflation assumption. The amortization of the unfunded actuarial accrued liability is calculated assuming 27 annual payments increasing at 4% per year. 4839-5579-1377.2 B-27 to pursue other remedies with respect to wage claim matters. Central to the current negotiations between the City and the Fire Union is the status of the pension benefits and employee funding requirements under the Uniform Plan. The Police Union has threatened to sue the City and the Uniform Plan to bifurcate the Uniform Plan into separate systems—one 4839-5579-1377.2 B-25 funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . [This page left blank intentionally.] 4839-5579-1377.2 PART ONE Selected City of Omaha Financial Information • 4839-5579-1377.2 Annual Financial Report (December 31, 2011) 4839-5579-1377.2 e Co � c' p <•rn � r (pa' . P o(� m aj • S i et, (j..!3 \ 0 CD A) c j9. flfl cD o O \! S CD C' w d' 5t N '.sue 5 g � �. N v, �C (D c1 (D chi UQ d,, • • L ution thereof to be their voluntary act and deed. 61/�'��,?Zu GENERAL NOTARY-State of Nebraska TARY PUBLIC 1 1 JAMES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION PART TWO Comprehensive Annual Financial Report (December 31, 2011) • 4839-5579-1377.2 ancial Report (December 31, 2011) 4839-5579-1377.2 e Co � c' p <•rn � r (pa' . P o(� m aj • S i et, (j..!3 \ 0 CD A) c j9. flfl cD o O \! S CD C' w d' 5t N '.sue 5 g � �. N v, �C (D c1 (D chi UQ d,, • • L ution thereof to be their voluntary act and deed. 61/�'��,?Zu GENERAL NOTARY-State of Nebraska TARY PUBLIC 1 1 JAMES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 • [This page left blank intentionally.] 4839-5579-1377.2 O Comprehensive Annual Financial Report (December 31, 2011) • 4839-5579-1377.2 ancial Report (December 31, 2011) 4839-5579-1377.2 e Co � c' p <•rn � r (pa' . P o(� m aj • S i et, (j..!3 \ 0 CD A) c j9. flfl cD o O \! S CD C' w d' 5t N '.sue 5 g � �. N v, �C (D c1 (D chi UQ d,, • • L ution thereof to be their voluntary act and deed. 61/�'��,?Zu GENERAL NOTARY-State of Nebraska TARY PUBLIC 1 1 JAMES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 [This page left blank intentionally.] 4839-5579-1377.2 4839-5579-1377.2 O Comprehensive Annual Financial Report (December 31, 2011) • 4839-5579-1377.2 ancial Report (December 31, 2011) 4839-5579-1377.2 e Co � c' p <•rn � r (pa' . P o(� m aj • S i et, (j..!3 \ 0 CD A) c j9. flfl cD o O \! S CD C' w d' 5t N '.sue 5 g � �. N v, �C (D c1 (D chi UQ d,, • • L ution thereof to be their voluntary act and deed. 61/�'��,?Zu GENERAL NOTARY-State of Nebraska TARY PUBLIC 1 1 JAMES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 APPENDIX C FORM OF CONTINUING DISCLOSURE LETTER AGREEMENT December ,2012 First National Bank of Omaha, as Trustee for the Bonds 16`h and Dodge Streets Omaha,NE 68102 $ $ City of Omaha Public Facilities Corporation City of Omaha Public Facilities Corporation Lease Revenue Bonds Lease Revenue Bonds (Milton R. Abrahams Branch Library Project) Series 2012A (Police Cruiser Projects) Series 2012B Ladies and Gentlemen: (a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska (the "City") and First National Bank of Omaha, as Trustee ("Trustee") under the separate Indentures of Trust dated as of December 1, 2012 corresponding to the above-captioned bonds (the "Bonds") (collectively, the "Indenture"), for the benefit of the holders and beneficial owners of the Bonds to facilitate compliance with Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). This Letter Agreement is being executed and delivered to assist D.A. Davidson & Co., (the "Underwriter"), as the Participating Underwriter under the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph (b) hereof. (b) The following are the definitions of the capitalized terms used herein and not otherwise defined in the Indenture: "Annual Financial Information" means the financial information or operating data with respect to the City, provided at least annually, of the type included in Appendix B of the Official Statement. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board ("GASB"). Such financial statements may, but are not required to, be Audited Financial Statements. "Audited Financial Statements" means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. 4839-5579-1377.2 st method was used. The actuarial assumptions included a 4% projected investment rate of return and an annual health care cost trend of 9.30% initially, reduced by decrements to an ultimate rate of 4.70%after 72 years. Both rates include a 3.00% inflation assumption. The amortization of the unfunded actuarial accrued liability is calculated assuming 27 annual payments increasing at 4% per year. 4839-5579-1377.2 B-27 to pursue other remedies with respect to wage claim matters. Central to the current negotiations between the City and the Fire Union is the status of the pension benefits and employee funding requirements under the Uniform Plan. The Police Union has threatened to sue the City and the Uniform Plan to bifurcate the Uniform Plan into separate systems—one 4839-5579-1377.2 B-25 funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . "Material Event"means any of the following events with respect to the Bonds: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701—TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the Bonds; (vii) Modifications to rights of Bondholders, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of District; (xiii) The consummation of a merger, consolidation or acquisition involving the District or the sale of all or substantially all of the assets of the District other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (xiv) Appointment of a successor or additional paying agent or the change of name of a paying agent, if material. "Material Event Notice" means electronic notice of a Material Event. "MSRB" means the Municipal Securities Rulemaking Board. As of July 1, 2009, the MSRB is the sole repository to which the City must electronically submit Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices pursuant to this Letter Agreement. Reference is made to Commission Release No. 34- 4839-5579-1377.2 C-2 ents" means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. 4839-5579-1377.2 st method was used. The actuarial assumptions included a 4% projected investment rate of return and an annual health care cost trend of 9.30% initially, reduced by decrements to an ultimate rate of 4.70%after 72 years. Both rates include a 3.00% inflation assumption. The amortization of the unfunded actuarial accrued liability is calculated assuming 27 annual payments increasing at 4% per year. 4839-5579-1377.2 B-27 to pursue other remedies with respect to wage claim matters. Central to the current negotiations between the City and the Fire Union is the status of the pension benefits and employee funding requirements under the Uniform Plan. The Police Union has threatened to sue the City and the Uniform Plan to bifurcate the Uniform Plan into separate systems—one 4839-5579-1377.2 B-25 funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . 59062, December 8, 2008 (the "Release") relating to the MSRB's Electronic Municipal Market Access ("EMMA") system for municipal securities disclosure which became effective on July 1, 2009. To the extent applicable to this Letter Agreement, the City shall comply with the Release and with EMMA. (c) The City undertakes to provide the following information as provided in this Letter Agreement: (1) Annual Financial Information; (2) Audited Financial Statements, if any; and (3) Material Event Notices. (d)(1) The City shall while any Bonds are Outstanding provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City (the "Submission Date"), to the Trustee, who shall provide such Annual Financial Information to the MSRB in an electronic format accompanied by identifying information as prescribed by the MSRB, on or before the date which is five days after the Submission Date (the "Report Date") while any Bonds are Outstanding or, if not received by the Trustee by the second Business Day prior to the Report Date, then within five Business Days of its receipt by the Trustee. The City shall include with each submission of Annual Financial Information to the Trustee a written representation addressed to the Trustee to the effect that the Annual Financial Information is the Annual Financial Information required hereby and that it complies with the applicable requirements hereof. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to the Trustee and to the MSRB. It shall be sufficient if the City provides to the Trustee and the Trustee provides to the MSRB, any or all of the Annual Financial Information by specific reference to documents previously provided to the MSRB or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. (2) If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements to the Trustee when and if available while any Bonds are Outstanding and the Trustee shall then promptly provide the MSRB with such Audited Financial Statements. (3) (i) If a Material Event occurs while any Bonds are Outstanding, the City shall notify the Trustee. The Trustee shall provide a Material Event Notice in a timely manner, not in excess of 10 business days after the occurrence of the event to the MSRB. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds. (ii) The Trustee shall promptly advise the City whenever, in the course. of performing its duties as Trustee hereunder or under the Indenture, the Trustee identifies an occurrence of a Material Event, provided that the failure of the Trustee to so advise the City shall not cause a breach by the Trustee of any of their respective duties and responsibilities hereunder. 4839-5579-1377.2 C-3 he City and the Uniform Plan to bifurcate the Uniform Plan into separate systems—one 4839-5579-1377.2 B-25 funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . (4) The Trustee shall, without further direction or instruction from the City, provide in a timely manner to the MSRB, notice of any failure by the City while any Bonds are Outstanding to provide to the Trustee, Annual Financial Information on or before the Report Date (whether caused by failure of the City to provide such information to the Trustee by the Submission Date or for any other reason). For the purposes of determining whether information received from the City is Annual Financial Information, the Trustee shall be entitled to rely conclusively on the City's written representation• made pursuant to paragraph (d)(1) hereof. (5) If the City provides to the Trustee information relating to the City or the Bonds, which information is not designated as a Material Event Notice, and directs the Trustee to provide such information to the MSRB, the Trustee shall provide such information in a timely manner to the MSRB. (6) Any filing under this Letter Agreement may be made solely by transmitting such filing to the MSRB in an electronic format accompanied by identifying information as prescribed by the MSRB. (e) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no longer are Outstanding. This Letter Agreement, or any provision hereof, shall be null and void in the event that the City delivers to the Trustee an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Letter Agreement, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds, provided that the Trustee shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to the MSRB. (f) This Letter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule and that such amendment complies with this paragraph (f), provided that the Trustee shall have provided notice of such delivery and of the amendment to the MSRB. Any such amendment shall satisfy the following conditions: (1) The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. 4839-5579-1377.2 C-4 rtize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture or the Agreement (as defined by each Indenture), and the rights and remedies provided by the Indenture upon the occurrence of an "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations hereunder. (h) This Letter.Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses matters of federal securities laws, including the Rule, this Letter Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. (i) The Trustee shall have only such duties as are specifically set forth in this Letter Agreement, and the City agrees, subject to the availability of appropriations of funds to it therefor and other moneys legally available for the purpose, to indemnify and hold harmless the Trustee from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee may incur (or which may be claimed against the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder, but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the issuer of the Bonds and the holders from time to time of the Bonds and shall create no rights in any other person or entity. 4839 5579 1377.2 C-5 the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule and that such amendment complies with this paragraph (f), provided that the Trustee shall have provided notice of such delivery and of the amendment to the MSRB. Any such amendment shall satisfy the following conditions: (1) The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. 4839-5579-1377.2 C-4 rtize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . (k) This Letter Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Very truly yours, [SEAL] CITY OF OMAHA, NEBRASKA ATTEST: By Mayor City Clerk APPROVED AS TO FORM: • City Attorney Acknowledged and Accepted as of the date first above written: FIRST NATIONAL BANK OF OMAHA, as Trustee By Authorized Officer 4839-5579-1377.2 C-6 UQ d,, • • L ution thereof to be their voluntary act and deed. 61/�'��,?Zu GENERAL NOTARY-State of Nebraska TARY PUBLIC 1 1 JAMES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 APPENDIX D FORM OF OPINION OF BOND COUNSEL December , 2012 City of Omaha Public Facilities Corporation City of Omaha Finance Department Suite 1004 1819 Farnam Street Omaha,NE 68183 $ $ City of Omaha Public Facilities Corporation Lease Revenue Bonds City of Omaha Public Facilities Corporation (Milton R. Abrahams Branch Library Project) Lease Revenue Bonds Series 2012A (Police Cruiser Projects) Series 2012B Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by City of Omaha Public Facilities Corporation, a nonprofit corporation organized under the laws of the State of Nebraska (the"Corporation"),of its $ aggregate principal amount of Lease Revenue Bonds (Milton R. Abrahams Branch Library Project) Series 2012A (the "Library Bonds") and $ aggregate principal amount of Lease Revenue Bonds (Police Cruiser Projects) Series 2012B (the "Cruiser Bonds" and together with the Library Bonds, the "Bonds"), on behalf of the City of Omaha, Nebraska (the "City"). The Bonds are issued as fully registered bonds without coupons, are dated the date of delivery thereof, bear interest semiannually on May 15 and November 15 of each year, commencing May 15, 2013, at the rates per annum set forth below and mature on November 15 and May 15 of the years and in the principal amounts set forth below: Library Bonds Cruiser Bonds Principal Interest Principal Interest Maturity Date Amount Rate Maturity Date Amount Rate • 4839-5579-1377.2 incur (or which may be claimed against the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder, but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the issuer of the Bonds and the holders from time to time of the Bonds and shall create no rights in any other person or entity. 4839 5579 1377.2 C-5 the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule and that such amendment complies with this paragraph (f), provided that the Trustee shall have provided notice of such delivery and of the amendment to the MSRB. Any such amendment shall satisfy the following conditions: (1) The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. 4839-5579-1377.2 C-4 rtize in part the 4839-5579-1377.2 B-22 date of this Official Statement. 4839-5579-1377.2 B-14 al property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in this Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . The Cruiser Bonds are not subject to redemption. The Library Bonds maturing on or after November 15, 2023 are subject to redemption at the option of the Corporation in whole or in part at any time on or after November 15, 2022. The Library Bonds also are subject to extraordinary optional redemption in whole or in part at any time. The Bonds have been issued under and pursuant to the Constitution and laws of the State of Nebraska and in accordance with (i)the provisions of a resolution (the "Resolution") adopted by the Board of Directors of the Corporation that authorized the issuance of the Bonds and the execution and delivery of a Lease-Purchase Agreement(with respect to the Library Bonds)and a Master Lease Purchase Agreement(Police Cruiser Projects)and Schedules I, I1 and III thereto(with respect to the Cruiser Bonds) dated as of December 1, 2012 (collectively, the "Agreement") by and between the Corporation and the City, an Indenture of Trust (with respect to the Library Bonds) and a Master Indenture of Trust (Police Cruiser Projects), as supplemented by a First Supplemental Indenture(with respect to the Cruiser Bonds), dated as of December 1, 2012 (collectively, the "Indenture") by and between the Corporation and First National Bank of Omaha, as trustee (the "Trustee"), a Site Lease Agreement dated as of December 1, 2012 (the "Lease") between the Corporation and the City, a Bill of Sale dated as of December 1, 2012 (the "Bill of Sale") and a Bond Purchase Agreement dated November_, 2012 between the Corporation and D.A. Davidson& Co., as underwriter (the "Underwriter"); and (ii)the provisions of Ordinance No. (the "Ordinance") passed by the City Council of the City on November_, 2012, which Ordinance authorized the execution and delivery of the Agreement, the Lease and the Letter Agreement dated as of the even date herewith (the "Letter Agreement") between the City and the Trustee and approved the Indenture and the terms of and the issuance of the Bonds. The Bonds have been issued to provide the funds to pay all or a portion of the cost of(i) in the case of the Library Bonds, acquiring, constructing, furnishing and equipping certain public library facilities for the City, (ii) in the case of the Cruiser Bonds, acquiring and equipping certain police cruiser vehicles for the City's police department; and (iii)related costs of issuance (collectively, the "Project"). The Project site for the public library facilities is leased by the City to the Corporation pursuant to the Lease. The City has conveyed the police cruiser vehicles to the Corporation by the Bill of Sale. Under the.Agreement, the City will be granted possession of the Project and the right to acquire all of the Corporation's interest in and to the Project. The Corporation has covenanted in the Indenture pursuant to which the Bonds have been issued, and the City has covenanted in the Agreement, to comply with all necessary provisions of the Internal Revenue Code of 1986, as amended (the"Code"),to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Noncompliance by the Corporation or the City with such restrictions may cause the interest on the Bonds to be subject to federal income taxation retroactive to their date of issue. In connection with the issuance of the Bonds, we have examined the following: (a) the Amended and Restated Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; (c) the Ordinance; (d) an executed counterpart of the Agreement; (e) an executed counterpart of the Indenture; (f) an executed counterpart of the Lease; 4839-5579-1377.2 D-2 unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . (g) an executed Bill of Sale; (h) an executed counterpart of the Letter Agreement; (i) the form of Bond for each series; and (j) such other proceedings, opinions, records, documents, Code provisions and statutes as we deemed necessary and appropriate in rendering this opinion. In connection with the issuance of the Bonds,we are of the opinion that: (1) The Corporation is a nonprofit corporation validly created and existing in the State of Nebraska. (2) The Corporation has the power to issue the Bonds for the purpose and in the manner and to apply the proceeds of the sale of the Bonds as set forth in the Indenture. (3) The Agreement has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the City, represents a valid and binding agreement of the Corporation and the City, enforceable in accordance with its terms. (4) The Indenture has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the Trustee, represents the valid and binding agreement of the Corporation and the Trustee, enforceable in accordance with its terms. (5) The Site Lease has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the City, represents the valid and binding agreement of the Corporation and the City, enforceable in accordance with its terms. (6) The Bonds are in proper form and have been executed by proper officers of the Corporation. The Bonds constitute valid and legally binding obligations of the Corporation payable, as to principal and interest, solely and only from the Rental Payments and, in particular, from the Basic Rent (as those terms are defined in the Agreement) from the City's use of the Project. (7) The Rental Payments payable by the City under the terms of the Agreement are general obligations of the City and are payable from the City's General Fund each year of the term of the Agreement on the same basis as operating expenses and other contractual obligations of the City. Rental Payments are payable out of the funds of the City which may be raised, among other sources, by taxes levied by valuation on all the taxable property within the boundaries of the City and by sales taxes, subject to applicable taxing limitations. (8) The Agreement represents an unconditional obligation of the City and is not subject to annual renewal. (9) The obligations of the parties and the enforceability of the provisions contained in the Agreement, the Indenture, the Bill of Sale and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are 4839-5579-1377.2 D-3 • I preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Noncompliance by the Corporation or the City with such restrictions may cause the interest on the Bonds to be subject to federal income taxation retroactive to their date of issue. In connection with the issuance of the Bonds, we have examined the following: (a) the Amended and Restated Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; (c) the Ordinance; (d) an executed counterpart of the Agreement; (e) an executed counterpart of the Indenture; (f) an executed counterpart of the Lease; 4839-5579-1377.2 D-2 unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. It is also our opinion that, assuming compliance by the Corporation and the City with their respective covenants referred to in the fourth paragraph of this letter, the interest on the Bonds (including any original issue discount treated as interest) is excludable from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Bonds. It is further our opinion that, under the existing laws of the State of Nebraska, interest income on the Bonds is exempt from Nebraska state income taxation as long as it is exempt for purposes of the federal income tax. We express no opinion as to the title to, or the sufficiency in, the Agreement, the Indenture, the Lease,the Bill of Sale or otherwise of the description of the Project or the priority of any liens, charges or encumbrances of the Project. Very truly yours, [To be signed and delivered at Closing by Kutak Rock LLP] 4839-5579-1377.2 D-4 relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are 4839-5579-1377.2 D-3 • I preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Noncompliance by the Corporation or the City with such restrictions may cause the interest on the Bonds to be subject to federal income taxation retroactive to their date of issue. In connection with the issuance of the Bonds, we have examined the following: (a) the Amended and Restated Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; (c) the Ordinance; (d) an executed counterpart of the Agreement; (e) an executed counterpart of the Indenture; (f) an executed counterpart of the Lease; 4839-5579-1377.2 D-2 unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . C-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebraska RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, the City Council of the City of Omaha, Nebraska passed Ordinance No. on October 30, 2012 approving the terms and conditions of not-to-exceed $700,000 aggregate principal amount of City of Omaha Public Facilities Corporation Lease Revenue Bonds (Milton R. Abrahams Branch Library Project), Series 2012A (the "Library Bonds") and not-to-exceed $5,500,000 aggregate principal amount of City of Omaha Public Facilities Corporation Lease Revenue Bonds (Police Cruiser Projects) Series 2012B (the "Cruiser Bonds" and, together with the Library Bonds, the "Bonds"), for the purpose of providing funds, together with other available moneys, to finance on behalf of the City of Omaha,Nebraska all or a portion of(i)the costs of the acquisition, construction, furnishing and equipping of capital improvements to the Milton R. Abrahams Branch Library and (ii)the costs of the acquisition and equipping of police cruiser vehicles for the City's police department; and WHEREAS, to enable D.A. Davidson & Co., the underwriter of the Bonds (the "Underwriter"), to comply with Rule 15c2-12 ("Rule 15c2-12") under the Securities Exchange Act of 1934, as amended, it is necessary for the City to provide the Underwriter with a preliminary official statement that (except for certain omissions permitted by Rule 15c2-12) the City deems final as of its date; and, WHEREAS, the Finance Department of the City of Omaha and the Underwriter have prepared the Preliminary Official Statement (attached hereto as Exhibit A) pertaining to the issuance and sale of said Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: Section 1. The Preliminary Official Statement pertaining to the issuance and sale of the Bonds in Exhibit A attached hereto and by this reference made a part hereof as fully as if set forth herein is hereby approved in substantially the form attached hereto; the Preliminary Official Statement is hereby deemed final as of its date, within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (except for certain omissions permitted by said Rule 15c2-12), and the distribution of the Preliminary Official Statement by the Underwriter is hereby confirmed, ratified, authorized and approved. By Councilmember Adopted City Clerk Appr 3..o2as..1 Mayor otherwise of the description of the Project or the priority of any liens, charges or encumbrances of the Project. Very truly yours, [To be signed and delivered at Closing by Kutak Rock LLP] 4839-5579-1377.2 D-4 relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are 4839-5579-1377.2 D-3 • I preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Noncompliance by the Corporation or the City with such restrictions may cause the interest on the Bonds to be subject to federal income taxation retroactive to their date of issue. In connection with the issuance of the Bonds, we have examined the following: (a) the Amended and Restated Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; (c) the Ordinance; (d) an executed counterpart of the Agreement; (e) an executed counterpart of the Indenture; (f) an executed counterpart of the Lease; 4839-5579-1377.2 D-2 unchanged at 49.922 cents per $100 of taxable valuation. 4839-5579-1377.2 B-10 aturity. 4839-5579-1377.2 B-4 ration nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such • 4839-5579-1377.2 17 redemption notice by first-class mail not less than 30 days prior to the date fixed for 4839-5579-1377.2 13 ill remain responsible for keeping account of their holdings on behalf of their customers. 4839-5579-1377.2 6 eing issued 30-a'� pursuant to a Master Indenture of Trust, as supplemented by a First Supplemental Indenture, each dated as of December 1, 2012, by and • ` between the Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA,OR A PLEDGE OF g O c ITS FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS,TO BE PAID BY THE CITY UNDER .c s.9 SEPARATE LEASE-PURCHASE AGREEMENTS DATED AS OF DECEMBER 1, 2012 BY AND BETWEEN THE CORPORATION •E AND THE CITY,AS DESCRIBED HEREIN. SEE"SECURITY FOR THE BONDS"HEREIN. t E.= ,0 2 2This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the entire •Rao Official Statement to obtain information essential and material to the making of an informed investment decision. ..a.0" The Bonds are being offered when, as and if issued by the Corporation and accepted by the Underwriter, subject to the approval of o s ga' legality of the Bonds by Kutak Rock LLP, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the . y' City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel,Kutak Rock LLP. It is € c c expected that delivery of the Bonds will be made on or about December_,2012 at DTC against payment therefor. w g 0' :Etid .0 . •_ O t• c d d 1- COMPANIES N E b DAVIDSON C �q D.A. Davidson & Co. � e 'E g$ member SIPC o N Dated: November_,2012 w " E•E o E$c 2 d N „,'6 x *Preliminary; subject to change H b 3 4839-5579-1377.2 T,whether the PROJECT is completed or not. 'caused by the negligence or willful misconduct of CITY, CITY agrees to indemnify PROVIDER and PROVIDER's FORM 398 REVISED 1/06' 3 I d i y• C d ° Eo `°w12 to to to to to to to t0 to to to to to to to tc to to to to to to'to to to to 2 E c N N N N N N N N N N N N N N N N N N N N N N N N N N Ox A Y a "' W C ' ' ' ' t0 t0 t0 M O M t0 t0 t0 t0 t0 m m O t0 t0 tO t0 O t0 t0 m tO t0 W M CID'. to 0 tD tD t0 t0 tO t0 UI U7 t0 t0 t0 t0 t0 lD t0 t0 O tD tD 60 tD tO tD t0 to t0 I .A C y O x c0 00000000000000000000000000 0 O N- m— Ui Ui tri Ui Ui vi 69 vi U,vi ui vi ui vi vi ui tri vi ui C.vi ui vi vi vi vi 000 Ia▪ A H> N Co .-I...i e-1 Co C o Co.-I .-I Co o Co Co C Co o.i C Co.i .i C Co A O O > (9 r LLN N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N o w g10, d C C 0 to N vl N ul M Ul Ct U)to u)t0 U)N M CO U Ol to o ul H U)N ul M N V O ul C d y a E d o .-1 N M IA V tlJ n Di Oi~O .i,4 Co Co•1"'t N ''"I.a-•1'"t 'y Q,m d W M W .0 I • t d c j0 LL 0. `t= d Q Z y MO • (0 A . . C-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebraska Section 2. The Mayor, City Clerk and the Finance Director (or any officer..or official of the City authorized to act in the capacity of the Mayor, City Clerk or Finance Director):are hereby authorized and directed punctually to execute such instruments, certificates-}and documents as may be necessary and appropriate and to do all acts and things required''therein-by the terms, covenants, provisions and agreements of this Resolution. O • ' rr CITY ATTORNEY P:/FIN1105vg1 B - ncilmember Adopted .NOV — 6..2012. 6-0 A. City Clerk• '"" 2 Approved f Mayor MES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4 L `d bC" n � `�d^y `TJ`1 5- by O CD O 4 n `_.. 0 0 CD fJ C O CD cO C O Fp., O _ �' _ < CD 0 CA r, n p O UQ , O N N P ''' n n CD UrQ c>. h�h < I ^�O •CO N 1-4 \ 2. ' " P CD 0 ° � po Pa ro � 0 C O'O C7 c, 0 p p 6 �h p :..: \ cr CD °, r,`-c Cl)' 0' CD 0 CD a. A. City Clerk• '"" 2 Approved f Mayor MES WARNER My Commission expires My comm.Exp.Feb.1,2014 7 Rev.06/29/2012 ASSISTANT CITY ATTORNEY Date 4