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RES 2011-1306 - Sanitary sewerage system revenue bonds series 2011 ^'Fa t Finance Department ao � itt u``,,. ��`'� s Omaha/Douglas Civic Center %e 1819 Farnam Street,Suite 1004 rie `, rNOV Omaha,Nebraska 68183-1004 =;:_-<ti (402)444-5416 p0 4 Telefax(402)546-1150 �TLDFEBROr4 " wt4�o-: ri L + Pam Spaccarotella City of Omaha Director Jim Suttle,Mayor Allen R.Herink City Comptroller Honorable President and Members of the City Council, Submitted for your approval is a Preliminary Official Statement pertaining to the issuance and sale of the Sanitary Sewerage System Revenue Bonds, Series of 2011 in the aggregate principal amount of not to exceed $75,000,000 by the City of Omaha, Nebraska as is attached as Exhibit "A" and approves the form and substance of the Bond Purchase Agreement as is attached as Exhibit"B". ti This resolution also authorizes the distribution of the Preliminary Official Statement by prospective underwriter of the Bonds and is hereby approved. We urge your favorable consideration of this resolution. Respectfully submitted, Referred to City Council for Consideration: Q K) to Acts t I 1 131/ 1 Pam Spaccarotella Date Mayor's Office Date Finance Director • P:\FIN\1029vgl.doc PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 8,2011 o NEW ISSUE RATINGS:Moody's: .� BOOK-ENTRY-ONLY Standard&Poor's: _ cn (See"RATINGS"herein) 6'; In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is excluded from 0 g gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax •E imposed on individuals and corporations, except that interest on the Bonds must be included in the "adjusted current earnings" of certain corporations for purposes of calculating alternative minimum taxable income. Bond Counsel also is of the opinion that, under existing laws of the State of Nebraska, interest on the Bonds, is exempt from Nebraska state income taxation as long as it is exempt for e purposes of the federal income tax. See "TAX EXEMPTION"herein. o 2,e, .aw $75,000,000* KUTAK ROCK LLP CITY OF OMAHA,NEBRASKA DRAFT 11/01/11 > SANITARY SEWERAGE SYSTEM REVENUE BONDS SERIES OF 2011 Dated: Date of Delivery Due:November 15,as shown on reverse cover page o The above-captioned series of bonds (the "Bonds") are issuable in fully registered form in the denomination of$5,000 and integral d c multiples thereof. Interest is payable semiannually on May 15 and November 15 of each year,commencing May 15,2012,by check or E - draft mailed to the registered owner as of the applicable record date at the address shown on the books of registry maintained by First c g National Bank of Omaha,as Registrar, in Omaha,Nebraska. Principal of the Bonds is payable upon presentation and surrender of the Bonds at the principal corporate trust office of First National Bank of Omaha, as Paying Agent, in Omaha,Nebraska. The Bonds are 1, 0 subject to optional and mandatory sinking fund redemption prior to maturity as described herein. c o.0 The Bonds initially will be registered in the name of Cede&Co., as nominee for The Depository Trust Company, New York, cbNew York ("DTC"), which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry E•o ti id.E form in authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described : • herein. Purchasers will not receive certificates evidencing the Bonds. Principal of and interest on the Bonds will be payable by the Paying Agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the ;, responsibility of DTC,and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the c Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with F" N ° a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of, premium, if any, and interest on g such Bonds. See"THE BONDS—Book-Entry-Only System"herein. b o The Bonds will be issued by the City of Omaha, Nebraska (the "City") for the purpose of (i)financing the cost of acquisition, g ' construction, improving and equipping of capital improvements for the City's sanitary sewerage system, including, in particular, costs of a portion of the City's multiyear combined sewer overflow control program, (ii)establishing a reserve for the Bonds in an amount c N.a equal to the Reserve Account Requirement and (iii) paying issuance costs. See "OMAHA COMBINED SEWER OVERFLOW .b CONTROL PROGRAM"herein. The Bonds are payable from and secured by a pledge of the revenues of the City's sanitary sewerage system (the "Revenues"). The o . City has covenanted to fix and maintain rates for sanitary sewer services which shall provide Revenues of at least 110%of the amount v,w- required to pay principal of and interest on the Bonds,any outstanding issues of parity bonds and any additional parity bonds and other p a parity obligations then outstanding after deducting all costs of operation and maintenance and costs of a prior City obligation secured by 6) o a pledge of such Revenues. See"SECURITY FOR AND SOURCE OF PAYMENT OF BONDS"herein. 0 THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 MATURITIES,AMOUNTS AND INTEREST RATES' $75,000,000* City of Omaha,Nebraska Sanitary Sewerage Revenue Bonds Series of 2011 Maturity CUSIP (November 15) Amount Interest Rate Price 681810 2012 2013 2014 2015 2016 2017 2018 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 • 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 (Accrued Interest To Be Added) *Preliminary;subject to change. 4827-4276-8909.2 aw and Management 1978—1980 University Of Nebraska at Omaha 6001 Dodge St Omaha,NE 68182 2 Years Pre Law. (Security and Exchange and Anti-Trust Law) Under Major: Communication B/J 1979— 1981 • CITY OF OMAHA,NEBRASKA JIM SUTTLE,MAYOR CITY COUNCIL Thomas Mulligan, President Chris Jerram Pete Festersen Jean Stothert Franklin Thompson Ben Gray Garry Gernandt DEPARTMENT DIRECTORS Pam Spaccarotella Finance Director Paul D. Kratz City Attorney R.E. Cunningham Planning Director Alex Hayes Police Chief Michael McDonnell Fire Chief Melinda Pearson Parks, Recreation and Public Property Director Robert Stubbe Public Works Director Richard O'Gara. Human Resources Director Gary Wasdin Library Director Dana Markel Convention and Tourism Director Richard O'Gara Human Rights and Relations Director Allen Herink, City Comptroller Buster Brown,City Clerk AUDITOR KPMG LLP BOND COUNSEL Kutak Rock LLP UNDERWRITER DAVIDSON D.A.Davidson & Co. COMPANIES member SIPC • 4827-4276-8909.2 Due:November 15,as shown on reverse cover page o The above-captioned series of bonds (the "Bonds") are issuable in fully registered form in the denomination of$5,000 and integral d c multiples thereof. Interest is payable semiannually on May 15 and November 15 of each year,commencing May 15,2012,by check or E - draft mailed to the registered owner as of the applicable record date at the address shown on the books of registry maintained by First c g National Bank of Omaha,as Registrar, in Omaha,Nebraska. Principal of the Bonds is payable upon presentation and surrender of the Bonds at the principal corporate trust office of First National Bank of Omaha, as Paying Agent, in Omaha,Nebraska. The Bonds are 1, 0 subject to optional and mandatory sinking fund redemption prior to maturity as described herein. c o.0 The Bonds initially will be registered in the name of Cede&Co., as nominee for The Depository Trust Company, New York, cbNew York ("DTC"), which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry E•o ti id.E form in authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described : • herein. Purchasers will not receive certificates evidencing the Bonds. Principal of and interest on the Bonds will be payable by the Paying Agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the ;, responsibility of DTC,and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the c Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with F" N ° a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of, premium, if any, and interest on g such Bonds. See"THE BONDS—Book-Entry-Only System"herein. b o The Bonds will be issued by the City of Omaha, Nebraska (the "City") for the purpose of (i)financing the cost of acquisition, g ' construction, improving and equipping of capital improvements for the City's sanitary sewerage system, including, in particular, costs of a portion of the City's multiyear combined sewer overflow control program, (ii)establishing a reserve for the Bonds in an amount c N.a equal to the Reserve Account Requirement and (iii) paying issuance costs. See "OMAHA COMBINED SEWER OVERFLOW .b CONTROL PROGRAM"herein. The Bonds are payable from and secured by a pledge of the revenues of the City's sanitary sewerage system (the "Revenues"). The o . City has covenanted to fix and maintain rates for sanitary sewer services which shall provide Revenues of at least 110%of the amount v,w- required to pay principal of and interest on the Bonds,any outstanding issues of parity bonds and any additional parity bonds and other p a parity obligations then outstanding after deducting all costs of operation and maintenance and costs of a prior City obligation secured by 6) o a pledge of such Revenues. See"SECURITY FOR AND SOURCE OF PAYMENT OF BONDS"herein. 0 THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 • [This page intentionally left blank.] 4827-4276-8909.2 City of Omaha,Nebraska Sanitary Sewerage Revenue Bonds Series of 2011 Maturity CUSIP (November 15) Amount Interest Rate Price 681810 2012 2013 2014 2015 2016 2017 2018 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 • 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 (Accrued Interest To Be Added) *Preliminary;subject to change. 4827-4276-8909.2 aw and Management 1978—1980 University Of Nebraska at Omaha 6001 Dodge St Omaha,NE 68182 2 Years Pre Law. (Security and Exchange and Anti-Trust Law) Under Major: Communication B/J 1979— 1981 No dealer,broker, salesman or other person has been authorized by the City 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 not be relied upon as having been authorized by the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by 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 Underwriter. TABLE OF CONTENTS Page Page INTRODUCTORY STATEMENT 1 Federal and State Tax Exemption 23 THE FINANCING PROGRAM 2 Original Issue Discount 23 OMAHA COMBINED SEWER Original Issue Premium 24 OVERFLOW CONTROL PROGRAM 2 Future Legislation 24 THE BONDS 3 Legal Matters 25 Description of the Bonds 3 Pending Litigation 25 Place of Payment 3 RATINGS 25 Book-Entry Only System 3 CAUTIONARY STATEMENTS Optional Redemption 6 REGARDING FORWARD-LOOKING SECURITY FOR AND SOURCE OF STATEMENTS IN THIS OFFICIAL PAYMENT OF BONDS 6 STATEMENT 25 Flow of Revenues 6 FINANCIAL STATEMENTS 26 Rate Covenant 7 MISCELLANEOUS 26 Sewer Revenue Bond Reserve Account 8 SOURCES AND USES OF FUNDS 8 APPENDIX A City of Omaha Financial THE SANITARY SEWERAGE SYSTEM 9 Information: Comprehensive Description of the System 9 Annual Financial Report Sewer Service Charges 9 APPENDIX B City of Omaha—General Special Rates 9 Information Current Sewer Service Rates 10 APPENDIX C Form of Continuing Disclosure Nebraska Department of Environmental Undertaking Quality Loan Notes 11 APPENDIX D Form of Bond Counsel Opinion Construction Program 11 Estimated Debt Service Requirements 15 Receipts&Debt Service Coverage 16 Projected Financial Information 17 THE ORDINANCE 17 Additional Bonds 17 Subordinated Indebtedness 18 Additional Covenants 18 Investment of Moneys 19 Defeasance 20 Enforcement of Ordinance 21 Amendment to the Ordinance 21 ONGOING DISCLOSURE 21 UNDERWRITING 21 TAX EXEMPTION 23 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE. MARKET PRICE 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. 4827-4276-8909.2 Reserve Account Requirement and (iii) paying issuance costs. See "OMAHA COMBINED SEWER OVERFLOW .b CONTROL PROGRAM"herein. The Bonds are payable from and secured by a pledge of the revenues of the City's sanitary sewerage system (the "Revenues"). The o . City has covenanted to fix and maintain rates for sanitary sewer services which shall provide Revenues of at least 110%of the amount v,w- required to pay principal of and interest on the Bonds,any outstanding issues of parity bonds and any additional parity bonds and other p a parity obligations then outstanding after deducting all costs of operation and maintenance and costs of a prior City obligation secured by 6) o a pledge of such Revenues. See"SECURITY FOR AND SOURCE OF PAYMENT OF BONDS"herein. 0 THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 [This page intentionally left blank.] • 4827-4276-8909.2 City of Omaha,Nebraska Sanitary Sewerage Revenue Bonds Series of 2011 Maturity CUSIP (November 15) Amount Interest Rate Price 681810 2012 2013 2014 2015 2016 2017 2018 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 • 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 (Accrued Interest To Be Added) *Preliminary;subject to change. 4827-4276-8909.2 aw and Management 1978—1980 University Of Nebraska at Omaha 6001 Dodge St Omaha,NE 68182 2 Years Pre Law. (Security and Exchange and Anti-Trust Law) Under Major: Communication B/J 1979— 1981 OFFICIAL STATEMENT $75,000,000* CITY OF OMAHA,NEBRASKA SANITARY SEWERAGE SYSTEM REVENUE BONDS SERIES OF 2011 INTRODUCTORY STATEMENT This Official Statement, including the cover page and appendices hereto, is furnished in connection with the offering by the City of Omaha, Nebraska (the "City") of its $75,000,000* Sanitary Sewerage System Revenue Bonds, Series of 2011 (the"Bonds"). The Bonds will be issued in strict compliance with the Constitution and laws of the State of Nebraska and particularly Sections 18-501 to 18-512, Reissue Revised Statutes of Nebraska, as amended (the "Act"), Section 1.03 of Article I and Sections 5.29, 5.30 and 5.31 of Article V of the Home Rule Charter of the City of Omaha, as amended (the "Charter"), Ordinance No. 37507 (the "General Ordinance") passed by the City Council (the "Council") of the City on October 24, 2006 and Ordinance No. 39149 (the "Third Supplemental Ordinance" and, together with the General Ordinance, Ordinance No. 38565 passed by the Council on November 10, 2009 (under which the City issued the hereinafter-defined 2009 Bonds), Ordinance No. 38845 passed by the Council on October 26, 2010 (under which the City issued the hereinafter-defined 2010 Bonds)the"Ordinance")passed by the Council on November 1, 2011. The Bonds are "Additional Bonds"within the meaning of the General Ordinance, secured on a parity with the City's $50,250,000 outstanding aggregate principal amount Sanitary Sewerage System Revenue Bonds, Series of 2006 (the "2006 Bonds"), $29,295,000 outstanding aggregate principal amount Sanitary Sewerage System Revenue Bonds, Taxable Series of 2009B (Build America Bonds—Direct Payment) (the "2009 Bonds"), $33,800,000 outstanding aggregate principal amount Sanitary Sewerage System Revenue Refunding Bonds, Series of 2010A and $34,079,570 outstanding aggregate principal amount Taxable Sanitary Sewerage System Revenue Bonds (Recovery Zone Economic Development Bonds—Direct Payment), Series of 2010B (together,the "2010 Bonds")and certain other obligations of the City with respect to its sanitary sewerage system. See "SECURITY FOR AND SOURCE OF PAYMENT OF BONDS" herein. Certain provisions of the Ordinance are set forth later in this Official Statement. See "THE ORDINANCE"herein. The proceeds of the Bonds will be used to finance a portion of the costs of the City's multiyear combined sewer overflow control program (the "Program") and other capital improvements for the City's sanitary sewerage system, to establish a reserve for the Bonds and to pay costs of issuance. See "THE FINANCING PROGRAM"and"SOURCES AND USES OF FUNDS"herein. This Official Statement contains brief descriptions or summaries of, among other matters, the Bonds, the City, the City's sanitary sewerage system, consisting of wastewater collection and treatment facilities (the "System"), the Program and the Ordinance. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Ordinance are qualified in their entirety by reference to such document, and references herein to the Bonds are qualified in their entirety by reference to the form thereof included in the Ordinance. Copies of such documents may be obtained from the City by writing to the attention of Finance Director, and, during the initial offering period only, from the Underwriter, D.A. Davidson & Co., 1111 North 102nd Court, Suite 300, Omaha, Nebraska 68114. *Preliminary;subject to change. 4827-4276-8909.2 D SEWER OVERFLOW .b CONTROL PROGRAM"herein. The Bonds are payable from and secured by a pledge of the revenues of the City's sanitary sewerage system (the "Revenues"). The o . City has covenanted to fix and maintain rates for sanitary sewer services which shall provide Revenues of at least 110%of the amount v,w- required to pay principal of and interest on the Bonds,any outstanding issues of parity bonds and any additional parity bonds and other p a parity obligations then outstanding after deducting all costs of operation and maintenance and costs of a prior City obligation secured by 6) o a pledge of such Revenues. See"SECURITY FOR AND SOURCE OF PAYMENT OF BONDS"herein. 0 THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 THE FINANCING PROGRAM The Bonds offered pursuant to this Official Statement are the fourth issue by the City in conjunction with its multiyear combined sewer overflow ("CSO") control program (the "Program"). The first issue was the 2006 Bonds, the second issue was the 2009 Bonds and the third issue was the 2010 Bonds. See "OMAHA COMBINED SEWER OVERFLOW CONTROL PROGRAM" herein. The.total cost of the Program, which the City anticipates will extend over approximately 15 years, is estimated at $1.66 billion in 2009 dollars. The City anticipates that it will issue additional parity sanitary sewerage system revenue and refunding bonds, such as the Bonds offered hereby, on an annual or semiannual basis during the next approximately 15 years to finance costs of the Program and other capital improvements and further anticipates that it will enter into further revolving loan contracts with the Nebraska Department of Environmental Quality ("NDEQ") such as the loan notes (the "NDEQ Notes") described under "THE SANITARY SEWERAGE SYSTEM—Nebraska Department of Environmental Quality Loan Notes". As described under"THE SANITARY SEWERAGE SYSTEM—Sewer Service Charges," the City has increased and is increasing its rates and charges for the System on an annual basis for each of the fiscal years 2010 to 2014, inclusive, primarily for the purpose of paying for the costs of the Program and other capital improvements, including debt service payments on the 2006 Bonds, the 2009 Bonds, the 2010 Bonds, the NDEQ Notes, the Elkhorn Bonds (as hereinafter defined) and the anticipated additional bonds, including the Bonds. See "SECURITY AND SOURCE OF PAYMENT OF BONDS—Rate Covenant"herein. OMAHA COMBINED SEWER OVERFLOW CONTROL PROGRAM Like hundreds of communities across the nation, the City of Omaha is addressing its CSO problem by implementing a CSO Long Term Control Plan ("LTCP"). CSOs occur when untreated wastewater and stormwater commingle in a single pipe and spill untreated into Omaha's rivers and creeks. The intent of the CSO LTCP is to reduce the occurrence of untreated overflows from Omaha's combined sewer system to area waterways(such as the Missouri River and Papillion Creek). On October 1, 2002, Omaha was issued a National Pollutant Discharge Elimination System ("NPDES") permit from the NDEQ, which included a five-year term and specific requirements that must have been met by the end of September 2007. The permit required implementation of certain control measures and a schedule for submission of components of the LTCP for CSOs. The City has satisfied all requirements of the 2002 permit. In 2005, the NDEQ sent a letter to the City that identified deadlines for developing and implementing a CSO LTCP as follows: (a) submit a"substantively complete"CSO LTCP by October 2007; (b) submit a final CSO LTCP by October 2009; and (c) implement CSO controls by 2024. These deadlines were formalized through a Consent Order between the NDEQ and the City in August 2007. The 2002 NPDES permit was replaced in 2007 with one which extended through September of 2010. The City satisfied the first two deadlines listed above, and the NDEQ reissued the permit through September of 2015 and in February of 2010 approved the final CSO LTCP. I.n June of 2009 the Omaha City Council approved a sewer rate ordinance that provided for significant increases(twenty to thirty percent per year)for the period from 2011 through 2014. These rate increases were based on an updated financial plan and cost of service rate model provided by Red Oak Consulting. The rate model distributed total CSO costs equitably over all users of the wastewater collection and treatment system. 4827-4276-8909.2 2 sanitary sewerage system (the "Revenues"). The o . City has covenanted to fix and maintain rates for sanitary sewer services which shall provide Revenues of at least 110%of the amount v,w- required to pay principal of and interest on the Bonds,any outstanding issues of parity bonds and any additional parity bonds and other p a parity obligations then outstanding after deducting all costs of operation and maintenance and costs of a prior City obligation secured by 6) o a pledge of such Revenues. See"SECURITY FOR AND SOURCE OF PAYMENT OF BONDS"herein. 0 THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 On September 25, 2009 the final LTCP was submitted to NDEQ. Design and construction of short-term projects has commenced, and design and construction of the long-term control projects is commencing with the approval by NDEQ of the LTCP. The LTCP includes a schedule for a series of projects to be constructed by October of 2024 in compliance with the Consent Order. THE BONDS Description of the Bonds The Bonds, in the aggregate principal amount of $75,000,000*, will be dated their date of delivery, will be issued in fully registered form without coupons, and will be in the denomination of $5,000 or any integral thereof. Interest will be payable semiannually on May 15 and November 15 of • each year, commencing May 15, 2012. The Bonds will mature serially and as term bonds in the principal amounts set forth on the reverse of the cover page. Place of Payment The principal of the Bonds will be payable in lawful money of the United States of America at the corporate trust office of First National Bank of Omaha, as Paying Agent (the "Paying Agent"). Interest on the Bonds will be paid by wire transfer, check or draft mailed to the person in whose name a Bond is registered as of May 1 or November 1, as the case may be, immediately preceding each interest payment date. Book-Entry Only System The Bonds initially are being 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 Beneficial Owners (as hereinafter defined) will not be or be considered to be, and will not have any rights as, owners or holders of the Bonds under the Ordinance. The following information about the book-entry only system applicable to the Bonds has been supplied by DTC. Neither the City nor the Paying Agent 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 such maturity 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, *Preliminary;subject to change. 4827-4276-8909.2 3 over all users of the wastewater collection and treatment system. 4827-4276-8909.2 2 sanitary sewerage system (the "Revenues"). The o . City has covenanted to fix and maintain rates for sanitary sewer services which shall provide Revenues of at least 110%of the amount v,w- required to pay principal of and interest on the Bonds,any outstanding issues of parity bonds and any additional parity bonds and other p a parity obligations then outstanding after deducting all costs of operation and maintenance and costs of a prior City obligation secured by 6) o a pledge of such Revenues. See"SECURITY FOR AND SOURCE OF PAYMENT OF BONDS"herein. 0 THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 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 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 DTC 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. 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 Paying Agent 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 an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue 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 MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City, as issuer of the Bonds, 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). 4827-4276-8909.2 4 BLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 Principal and interest payments, redemption proceeds and distributions 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 City or the Paying Agent, 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 Bonds 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, the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and interest payments to Cede&Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Paying Agent, 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 City or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The City 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. NEITHER THE CITY NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT PARTICIPANT, INDIRECT PARTICIPANT OR ANY BENEFICIAL OWNER OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION BOOKS OF THE PAYING AGENT AS BEING A HOLDER WITH RESPECT TO: (1)THE BONDS; (2)THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT; (3)THE PAYMENT BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (4)THE DELIVERY BY ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE ORDINANCE TO BE GIVEN TO HOLDERS; (5)THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR(6)ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS HOLDER. 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. 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. THE CITY AND PAYING AGENT 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 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 4827-4276-8909.2 5 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). 4827-4276-8909.2 4 BLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 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. Optional Redemption The Bonds maturing November 15, 2022 and thereafter are subject to redemption at the option of the City at any time on or after November 15, 2021, in whole or in part, in such order of maturities as the City may elect, and in such manner as the Paying Agent deems fair within a maturity, at a price of par, without premium, plus accrued interest to the date of redemption. Any Bond shall be subject to redemption in part in a principal amount equal to$5,000 or any integral multiple thereof. At least 30 days' notice of redemption will be mailed to the person whose name appears in the bond registration books as the registered owner of a Bond as of the close of business on the forty-fifth day next preceding the date fixed for redemption. SECURITY FOR AND SOURCE OF PAYMENT OF BONDS The Bonds are payable from and secured by a pledge of the Revenues which are derived from the operation of the System. The portion of the Revenues available to pay the Bonds and the City's related rate covenant are described under"Flow of Revenues"below. The Ordinance defines "Revenues" as being all income, revenue and moneys derived by the City from the ownership, possession, operation, management or control of the System and, without limiting the generality of the foregoing, shall include all moneys and receipts derived by the System from rates and charges maintained and collected for the use and services of the System, and earnings on the investment of moneys held under the Ordinance and the proceeds of the sale of any such investments, to the extent such earnings and proceeds are deposited in the Sewer Revenue Fund or an account therein other than a construction account or a capitalized interest account; provided, however, that the term "Revenues" shall not include moneys received as proceeds from the sale of the Bonds or Additional Bonds, if any, issued pursuant to the Ordinance or as grants or gifts the use of which is limited by the grantor or donor to the construction of capital improvements, except to the extent any such moneys shall be received as payments for the use and services of the System. The Bonds are special obligations of the City payable solely from the Revenues of the System. The Bonds are not a debt of the City within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City and do not impose any general liability on the City. Flow of Revenues The Ordinance continues the following fund and special account previously created by the City which are maintained as separate book-entry accounts on the records of the City: the Sewer Revenue Fund and the Sewer Revenue Bond Reserve Account. The City has covenanted in the Ordinance to collect Revenues in amounts sufficient to pay the costs and expenses of the System. The Council will annually adopt a budget for the next succeeding fiscal year of the System premised on the City's collection during such fiscal year of sufficient Revenues to pay such costs and expenses for such fiscal year. The Council will annually appropriate in accordance with such budget sufficient funds in such fiscal year, first, to pay the costs of operation and maintenance of the System; second, to make payments of up to $1,500,000 annually pursuant to Ordinance No. 35840 with respect to the City's Special Obligation Bonds (Riverfront Redevelopment Project) Series 2002A 4827-4276-8909.2 6 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 4827-4276-8909.2 5 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). 4827-4276-8909.2 4 BLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 (the "2002 Bond Obligation"); third, to pay the principal of and interest on the 2006 Bonds, the 2009 Bonds, the 2010 Bonds, the Bonds, any Additional Bonds and the City of Elkhorn, Nebraska Sewer Revenue Refunding Bonds, Series 2003, dated May 20, 2003, assumed by the City upon its annexation of the former City of Elkhorn, Nebraska which are outstanding in the aggregate principal amount of $440,000 (the "Elkhorn Bonds"); fourth, to pay any other indebtedness of the System, including the NDEQ Notes, secured by the Revenues thereof; fifth, to provide and maintain the Sewer Revenue Bond Reserve Account; and sixth, to provide all costs of renovations, replacements and renewals of the System and for any other lawful purpose in connection with the System. Payments in accordance with such appropriations from the moneys on deposit in the Sewer Revenue Fund will be made in accordance with the following provisions and in the following order of priority: FIRST,there shall be paid the amounts necessary, as and when determined by the City, to pay the costs of operation and maintenance of the System, such costs of operation and maintenance including, but not limited to, salaries, wages, costs of materials and supplies, costs of routine repairs, renewals, replacements and alterations occurring in the usual course of business, costs of insurance and costs of audits,taxes and payments in lieu of taxes; SECOND,there shall be paid in each year up to $1,500,000 to pay the 2002 Bond Obligation; THIRD, (a)there next shall be paid on each interest payment date specified in the Ordinance for the 2006 Bonds, the 2009 Bonds, the 2010 Bonds, the Bonds and in proceedings pursuant to which the City issues Additional Bonds or were issued the Elkhorn Bonds the amount or amounts equal to the installment or installments of interest falling due on such interest payment date; (b)there next shall be paid, for the purpose of retiring the 2006 Bonds, the 2009 Bonds, the 2010 Bonds, the Bonds, any Additional Bonds and the Elkhorn Bonds, on each principal payment date specified herein and on each principal payment date or mandatory sinking fund redemption date specified in the proceedings pursuant to which the City issues Additional Bonds or were issued the Elkhorn Bonds, the amount or amounts equal to the principal amount of the 2006 Bonds, the 2009 Bonds, the 2010 Bonds, the Bonds, any Additional Bonds or the Elkhorn Bonds becoming due on such principal payment date or mandatory sinking fund redemption date, as the case may be; and (c)there next shall be paid any other indebtedness, including the NDEQ Notes, against the System or against the Revenues of the System; FOURTH, there next shall be credited from the moneys in the Sewer Revenue Fund to the Sewer Revenue Bond Reserve Account moneys in such amounts and at such times as may be determined by the City so that the aggregate of the amounts so credited to the Sewer Revenue Bond Reserve Account will, by no later than the day on which the first installment of principal of the bonds outstanding under the General Ordinance are due and payable, be equal to the Reserve Account Requirement with respect to such bonds; and FIFTH, there next shall be set aside all moneys remaining in the Sewer Revenue Fund for renovations, replacements, renewals, repairs, furnishing and equippings of the System as are necessary to maintain the System in good repair, working order and condition or as are necessary to produce and maintain the Revenues required by or for the purposes of the Ordinance. Such moneys may also be used, as directed by the Council, for paying the costs of acquisition or construction of plants and properties to comprise part of the System or for any other lawful purpose in connection with the System. In the event the moneys on hand in the Sewer Revenue Fund at any time are insufficient to make the payments required by parts FIRST through FOURTH above, such insufficiencies shall be made up in full before any moneys are set aside for such replacements and other purposes. Rate Covenant The City covenants in the Ordinance that it will establish, maintain, revise and collect just and equitable rates or charges for the use and services of the System, so that the Revenues of the System shall 4827-4276-8909.2 7 the Omnibus Proxy). 4827-4276-8909.2 4 BLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 at all times be at least sufficient(a)to pay all costs of operation and maintenance of the System; (b)to pay the 2002 Bond Obligation; (c)to pay the principal of and interest on all 2006 Bonds, the 2009 Bonds, the 2010 Bonds, the Bonds, any Additional Bonds and the Elkhorn Bonds; (d)to pay any other indebtedness against the System or against the Revenues of said System; (e)to provide and maintain the Sewer Revenue Bond Reserve Account; and (f)to provide for all costs of renovations, replacements and renewals necessary or required to be made to the System; and to otherwise carry out the provisions of the Ordinance, including, without limiting the generality of the foregoing, the maintenance of the accounts created thereby; provided, however, that such charges and rates shall never be less than would produce in any fiscal year Revenues at least equal to 110% of the Aggregate Debt Service Requirement (as hereinafter defined) for such year on all 2006 Bonds, the 2009 Bonds, the 2010 Bonds, the Bonds, the NDEQ Notes, any Additional Bonds and the Elkhorn Bonds then outstanding, after deducting from such Revenues all costs of operation and maintenance and payments made in respect of the 2002 Bond Obligation for such year. Sewer Revenue Bond Reserve Account The Ordinance requires that the City make deposits in amounts sufficient so that the balance in the Sewer Revenue Bond Reserve Account is equal to the maximum annual debt service (or such lesser maximum amount as shall be required or permitted under applicable provisions of the Code) on the 2006 Bonds, the 2009 Bonds, the 2010 Bonds, the Bonds and any Additional Bonds outstanding (the "Reserve Account Requirement"). Upon the issuance of the Bonds, the balance in the Sewer Revenue Bond Reserve Account will be at least equal to the Reserve Account Requirement. Moneys credited to the Sewer Revenue Bond Reserve Account are to be transferred as necessary to provide for the payment of the principal of, premium, if any, and interest on the Bonds and Additional Bonds, if any,when due. Moneys credited to the Sewer Revenue Bond Reserve Account in excess of the Reserve Account Requirement are transferred to the Sewer Revenue Fund. SOURCES AND USES OF FUNDS* Sources: Bond Proceeds Net Premium City Contribution Total Sources Uses: Construction Account Underwriter's Discount Costs of Issuance Sewer Revenue Bond Reserve Account Total Uses *Preliminary;subject to change. 4827-4276-8909.2 8 debtedness, including the NDEQ Notes, against the System or against the Revenues of the System; FOURTH, there next shall be credited from the moneys in the Sewer Revenue Fund to the Sewer Revenue Bond Reserve Account moneys in such amounts and at such times as may be determined by the City so that the aggregate of the amounts so credited to the Sewer Revenue Bond Reserve Account will, by no later than the day on which the first installment of principal of the bonds outstanding under the General Ordinance are due and payable, be equal to the Reserve Account Requirement with respect to such bonds; and FIFTH, there next shall be set aside all moneys remaining in the Sewer Revenue Fund for renovations, replacements, renewals, repairs, furnishing and equippings of the System as are necessary to maintain the System in good repair, working order and condition or as are necessary to produce and maintain the Revenues required by or for the purposes of the Ordinance. Such moneys may also be used, as directed by the Council, for paying the costs of acquisition or construction of plants and properties to comprise part of the System or for any other lawful purpose in connection with the System. In the event the moneys on hand in the Sewer Revenue Fund at any time are insufficient to make the payments required by parts FIRST through FOURTH above, such insufficiencies shall be made up in full before any moneys are set aside for such replacements and other purposes. Rate Covenant The City covenants in the Ordinance that it will establish, maintain, revise and collect just and equitable rates or charges for the use and services of the System, so that the Revenues of the System shall 4827-4276-8909.2 7 the Omnibus Proxy). 4827-4276-8909.2 4 BLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 THE SANITARY SEWERAGE SYSTEM Description of the System The Public Works Department of the City of Omaha operates the System serving a population of 600,000 in the 275 square mile greater Omaha region. The City owns, operates and maintains about 2000 linear miles of sewer lines and two regional treatment plants with an aggregate secondary treatment capacity of 116 million gallons per day. In 2010, total operating expenditures for the System were $48.3 million, of which $14.8 million represented payroll and benefits for approximately 153 employees. Portions of the System, primarily in older areas of Omaha, have combined sanitary sewer and storm sewer lines. As described under "OMAHA COMBINED SEWER OVERFLOW CONTROL PROGRAM," the City has undertaken a multiyear sewer separation project for the purpose of physically separating targeted combined lines into their sanitary sewer and storm sewer components. The City finances the costs of its storm sewer capital improvements by the issuance of general obligation sewer bonds. The proceeds of the 2006 Bonds, 2009 Bonds and 2010 Bonds were not, and the Bonds and any Additional Bonds will not, be used to pay the capital costs of the City's storm sewers exempt insofar as such costs relate to sewer separation projects. Sewer Service Charges Rates for the use of the System are fixed by ordinance of the City Council. In 2005, the City of Omaha employed CH2M Hill, Engineers and Consultants ("CH2M Hill"), and Integrated Utilities Group, Inc., Consultants ("IUG"), to conduct studies and analyses concerning revenue requirements and sewer service charges. The result of these studies not only set cost of service rates for fiscal years 2007 through 2010 but also established a rate setting model to be used to establish future rates. Based on this model, the City Council passed Ordinance No. 37495 dated September 26, 2006 that set rates for the period January 1, 2007 through December 31, 2010. The City levies the sewer service charges shown under "Sewer Service Rate Schedule" against the users of premises, property or structures of every kind, nature and description which have water service from any supply sources and are connected directly or indirectly with the System. In 2008, the City again retained CH2M Hill and IUG (which was acquired by Malcolm Pirnie and is now operating as Red Oak Consulting)to update certain elements of the financial plan and rate study to reflect final LTCP cost estimates and to recommend rates through 2014. On June 2, 2009, the City Council approved the Rate Ordinance (as hereinafter defined), which provides for twenty to thirty percent annual rate increases from 2011 through 2014. These rate increases will impact all System users. A typical residential user's monthly sewer charge will go from around $15 per month in 2010 to over $37 per month in 2014. Because the basic rate structure is tied to water usage,the sewer use fee is computed and billed to the customer by The Metropolitan Utilities District of the City of Omaha, a public service corporation and a political subdivision of the State of Nebraska ("M.U.D."), which operates the City's water system (as well as the gas distribution system). The sewer use fee and charges for water service are billed concurrently and must be paid at the same time. The City pays to M.U.D. a fee based on the number of billings and proportion of charges for its service in billing and collecting the sewer use fee. Special Rates The City's Sewer.Rate Ordinance No. 29809, passed July 20, 1982, as amended, provides that: Whenever by reason of special conditions, the application of the rates specified in sections 31-145 through 31-147 would be inequitable or unfair to either the City or the user, or in cases where the character of the sewage from sewer users is such that an 4827-4276-8909.2 9 y parts FIRST through FOURTH above, such insufficiencies shall be made up in full before any moneys are set aside for such replacements and other purposes. Rate Covenant The City covenants in the Ordinance that it will establish, maintain, revise and collect just and equitable rates or charges for the use and services of the System, so that the Revenues of the System shall 4827-4276-8909.2 7 the Omnibus Proxy). 4827-4276-8909.2 4 BLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 additional burden is placed upon the Sewage System greater than that imposed by the average sewage delivered to the Sewage Disposal Plant, the Finance Director, with the approval of the Mayor, shall recommend special rates which are equitable and fair to all parties concerned and when approved by resolutions of the City Council, such special rates shall control. When special rates are requested to allow for in-plant use of water which does not go to the sewer system, it shall be mandatory that a sewage meter or separate water meter be installed whenever reasonably possible and in all other instances, the burden shall be upon the user requesting such special rate to prove said in-plant usage. Current Sewer Service Rates Sewer service charges are determined in accordance with rate schedules which recognize several classes of customers. The components of these charges are: (1)customer charge, (2)flow charge and (3)abnormal charges. The monthly sewer service charge for a sewer service user may not be less than the customer charge. Ordinance No. 38427 (the "Rate Ordinance"), passed June 2, 2009, established for the fiscal years 2010 to 2014, inclusive,the schedule of charges set forth in the following table. Sewer Service Rate Schedule Effective January 1 2010 2011 2012 2013 2014 (a) The customer charge is as follows: (1)(a) For residential sewer service users, per month $9.19 $11.26 $14.61 $18.54 $23.45 (b) For commercial residential sewer service users,per month 9.19 11.26 14.61 18.54 23.45 (2)For general commercial sewer service users,per month 9.97. 11.90 15.28 19.23 24.17 (3)For large commercial sewer service users,per month 9.97 11.91 15.30 19.26 24.22 (4)For general industrial sewer service users,per month 462.61 598.48 632.94 667.54 706.91 (5)For large industrial sewer service users, per month 462.61 598.48 632.94 667.54 706.91 (6)For bulk I sewer service users,per account,per month 458.38 332.38 352.27 372.76 396.31 (7)For bulk 11 sewer service users,per account,per month 2.28 2.57 3.01 3.26 3.53 (b) The flow charge for all sewer service users, except bulk I,shall be per 100 cubic feet 0.862 1.052 1.301 1.597 1.968 The flow charge for bulk I sewer service users shall be,per 100 cubic feet 0.588 0.752 0.951 1.220 1.551 (c) The abnormal charge for all sewer service users shall be the sums of the following: (1)For abnormal suspended solids,per ton 192.69 199.05 211.22 220.47 239.68 (2)For abnormal BOD,per ton 326.48 325.65 350.10 367.22 399.73 (3)For abnormal grease,per ton - - - - - (d) The charge per day for extra sampling days shall be 473.31 527.68 555.78 586.10 618.90 (e) The charge for installation of a temporary primary device 983.67 1034.79 1089.88 1149.35 1213.66 (f) Industrial pretreatment monitoring charge, per month 64.44 63.59 66.96 70.28 74.01 (g) The charge for septic tank contents disposal shall be,per 1,000 gallons 22.18 22.80 24.57 26.02 28.61 (h) City of Omaha hand-billing charge 8.20 8.63 9.09 9.58 10.12 4827-4276-8909.2 10 harges for its service in billing and collecting the sewer use fee. Special Rates The City's Sewer.Rate Ordinance No. 29809, passed July 20, 1982, as amended, provides that: Whenever by reason of special conditions, the application of the rates specified in sections 31-145 through 31-147 would be inequitable or unfair to either the City or the user, or in cases where the character of the sewage from sewer users is such that an 4827-4276-8909.2 9 y parts FIRST through FOURTH above, such insufficiencies shall be made up in full before any moneys are set aside for such replacements and other purposes. Rate Covenant The City covenants in the Ordinance that it will establish, maintain, revise and collect just and equitable rates or charges for the use and services of the System, so that the Revenues of the System shall 4827-4276-8909.2 7 the Omnibus Proxy). 4827-4276-8909.2 4 BLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 ~. The sewer service charges prescribed by the Rate Ordinance are applicable to water use per meter readings taken or estimates calculated January 1 through December 31 of the calendar year indicated at the top of each column above, except the sewer service charges for the year 2014, which will remain applicable in subsequent calendar years unless and until the Rate Ordinance is amended. The sewer service charges provided by the Rate Ordinance for the years 2010, 2011, 2012, 2013 and 2014 may be reallocated among the components of the charge, specifically the customer charge, flow charge and abnormal charge, when and if it is determined that the allocations provided for by the Rate Ordinance should be amended to provide for an equitable distribution of the costs of providing such service. Nebraska Department of Environmental Quality Loan Notes The City, by authority of ordinances other than the Ordinance, and the NDEQ have entered into the two NDEQ Notes, dated December 24, 2009, one in the aggregate principal amount of$7,500,000 and one in the amended aggregate principal amount of$8,500,000. Each works as a revolving loan contract. The City pledged its Revenues to the repayment of the NDEQ Notes, but the NDEQ Notes are not Additional Bonds secured on a parity with the Bonds under the terms of the Ordinance. The City is drawing down and applying the proceeds of the NDEQ Notes to improve the City's wastewater treatment facilities and to pay for other System improvements. The NDEQ Notes have 20-year terms and bear interest on drawndown amounts (including NDEQ fees) of 2%per annum. The City's repayment obligations do not commence until the respective projects funded by the NDEQ Notes go into service, which is expected to be in 2012. The City and NDEQ may enter into further such contracts in the future. It is not anticipated that such additional revolving loan contracts will be Additional Bonds secured on a parity with the 2006 Bonds, the 2009 Bonds, the 2010 Bonds, the Bonds, any Additional Bonds and the Elkhorn Bonds. Construction Program In addition to the System improvements undertaken in respect of the CSO mandates, Omaha's Capital Improvement Plan (CIP) includes funding for a number of other necessary construction projects. The 2010-2015 Omaha CIP lists the following capital projects, which are to be funded directly from Revenues or by bonds including Additional Bonds,to be repaid from Revenues: • Sewer Separation Projects o Replacement or rehabilitation of old or inadequate combined sewers o Projects that encourage infill arid redevelopment o Localized elimination of sewer backups and increase sewer capacity • Capital Asset Replacement Program o Digester rehabilitation o Clarifier, solids handlings and pumping improvements o Odor control enhancements o Plant influent piping replacements o Lift station and grit removal upgrades • Sewer Reconstruction and Rehabilitation o Repair of failed sewer lines o Rehabilitation of aging or un-maintainable sewers and manholes [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4827-4276-8909.2 11 (g) The charge for septic tank contents disposal shall be,per 1,000 gallons 22.18 22.80 24.57 26.02 28.61 (h) City of Omaha hand-billing charge 8.20 8.63 9.09 9.58 10.12 4827-4276-8909.2 10 harges for its service in billing and collecting the sewer use fee. Special Rates The City's Sewer.Rate Ordinance No. 29809, passed July 20, 1982, as amended, provides that: Whenever by reason of special conditions, the application of the rates specified in sections 31-145 through 31-147 would be inequitable or unfair to either the City or the user, or in cases where the character of the sewage from sewer users is such that an 4827-4276-8909.2 9 y parts FIRST through FOURTH above, such insufficiencies shall be made up in full before any moneys are set aside for such replacements and other purposes. Rate Covenant The City covenants in the Ordinance that it will establish, maintain, revise and collect just and equitable rates or charges for the use and services of the System, so that the Revenues of the System shall 4827-4276-8909.2 7 the Omnibus Proxy). 4827-4276-8909.2 4 BLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 NUMBER OF CUSTOMERS—COLLECTION RECORD Twelve Month Average 2002 2003 2004 2005 2006 2007 2008 2009 #of Customers(1) 145,279 149,3.11 152,069 152,685 159,248 168,217 165,807 166,729 Average Monthly Billing (1) 17.43 17.09 16.80 17.03 17.19 18.21 18.96 20.55 Average Monthly Delinquency(Net)(1) 21,811 17,935 7,708 9,087 11,993 14,445 25,001 11,106 Collection Factor 0.991 0.993 0.997 0.997 0.996 0.995 0.992 0.997 (1)Source:Confirmation Data file for each year(see closing files) City of Omaha,Nebraska Statement of Revenue,Expenditures and Change in Fund Net Assets Sewer Revenue Fund For Five Years Ended December 31,2010 2006 2007 2008 2009 2010 Operating revenue: Service charges $34,876,357 $38,474,534 $41,194,630 $43,633,767 $49,944,627 Total operating revenues 41,194,630 43,633,767 38,474,534 41,194,630 49,944,627 Operating expenses: Personal services 8,297,078 10,921,710 10,880,486 10,921,710 14,793,840 Outside services 7,950,487 5,479,893 4,606,550 5,479,893 8,977,602 Operation and Maintenance 5,368,539 9,772,969 13,854,721 9,772,969 8,858,511 Cost of sales and services 2,818,609 3,206,721 - 3,206,721 - Depreciation and amortization 13.175,110 14,997,267 15,537,152 14,997,267 15,676,720 Total operating expenses 44,378,560 44,878,909 40,425,819 44,378,560 48,306,673 Operating income(loss) (2,733,466) (1,951,285) (3,183,930) (1,245,142) 1,637,954 Non operating revenues(expenses): Investment earnings (116,415) 774,496 70,426 774,496 (161,584) Miscellaneous Rent and Royalties 16,153 13,355 - 13,355 Interest expense (1,972,823) . (5,154,634) (2,177,617) (5,154,634) (3,222,484) Gain(loss)on sale of fixed assets - _ (524,228) Total of operating revenues (expenses) (4,366,783) (2,631,419) (2,971,698) (4,366,783) (3,384,068) Income(loss)before Contributions and transfers (7,550,713) (3,876,561) (4,922,983) (7,550,713) (1,746,114) Capital contributions 9,011,366 4,474,536 4,551,927 5,491,917 - Transfers in - 1,635,123 504,148 3,481,580 9,395,098 Transfers out (50,000) (250,000) (86,932) (2,316,095) (5,097,375). Change in net assets (2,581,570) 2,780,841 936,676 (2,581,570) 2,551,609 Net assets at beginning of year 282,852,440 292,677,065 293,613,741 291,032,171 293,813,012 Net assets at end of year $287,007.25i .$293,613 741 $291,032,171 $293,813,012 $296,364,621 Note:The Net Assets beginning balance was restated in 2007 due the mid year annexation of the City of Elkhorn. Source:Records of.Finance Department,City of Omaha 4827-4276-8909.2 12 nd grit removal upgrades • Sewer Reconstruction and Rehabilitation o Repair of failed sewer lines o Rehabilitation of aging or un-maintainable sewers and manholes [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4827-4276-8909.2 11 (g) The charge for septic tank contents disposal shall be,per 1,000 gallons 22.18 22.80 24.57 26.02 28.61 (h) City of Omaha hand-billing charge 8.20 8.63 9.09 9.58 10.12 4827-4276-8909.2 10 harges for its service in billing and collecting the sewer use fee. Special Rates The City's Sewer.Rate Ordinance No. 29809, passed July 20, 1982, as amended, provides that: Whenever by reason of special conditions, the application of the rates specified in sections 31-145 through 31-147 would be inequitable or unfair to either the City or the user, or in cases where the character of the sewage from sewer users is such that an 4827-4276-8909.2 9 y parts FIRST through FOURTH above, such insufficiencies shall be made up in full before any moneys are set aside for such replacements and other purposes. Rate Covenant The City covenants in the Ordinance that it will establish, maintain, revise and collect just and equitable rates or charges for the use and services of the System, so that the Revenues of the System shall 4827-4276-8909.2 7 the Omnibus Proxy). 4827-4276-8909.2 4 BLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 City of Omaha,Nebraska Statement of Fund Net Assets-Sewer Revenue Fund For Five Years Ended December 31,2010 Assets 2006 2007 2008 2009 2010 Current Assets: Cash and cash equivalents $11,265,984 $28,562,643 $22,754,120 $29,826,630 $45,654,884 Investments 47,552,666 18,184,863 6,690,323 6,690,323 5,452,752 Accounts receivable(net of allowance for 3,098,962 3,923,304 4,289,930 4,637,129 2,519,105 Prepaid assets - 3,197 - - Due from other funds - 150,894 206,001 - Due from other governments - - - - 3,648,159 Accrued interest - - 9,264 - 30,842 Inventories 733,734 702,969 787,507 890,684 789,483 Other Assets - - - - 431,761 Total current assets 62,651,346 51,527,870 34,737,145 42,044,766 58,526,986 Noncurrent assets Restricted assets: Cash and cash equivalents - - - 1,681,000 5,066,757 Investments 3,309,677 3,309,677 3,309,677 3,309,677 5,087,807 Deposits with trustee 428,363 - - - Deferred charges 807,635 792,170 764,134 1,018,064 1.162,125 Total noncurrent assets 4,545,675 4,101,847 4,073,811 6,008,741 11,316,689 Capital assets: Land 2,216,860 2,525,422 2,682,270 2,682,270 2,705,920 Buildings and systems 517,949,911 562,405,901 578,380,528 584,214,793 597,246,008 Machinery and Equipment 15,134,562 15,955,554 16,907,916 8,588,383 9,027,526 Construction in progress 35,722,218 32,216,512 45,783,909 76,827,280 103,891,375 571,023.551 613,103,389 643.754,623 672,312,726 712,870,829 Less accumulated depreciation 235,497,454 253,774,818 270,654,681 277,902,755 293,444,762 Capital assets,net 335.526,097 359,328,571 373,099,942 394,409,971 Total noncurrent assets 340,071,772 363,430,418 377,173,753 400,418,712 Total Assets 402,723.118 414.958.288 411,910.898 442,463.478 489,269,742 Liabilities and Net Assets Current liabilities: Accounts payable and other 3,956,359 3,647,242 5,400,482 5,538,228 5,740,188 Current installments of long-term debt 2,335,411 3,832,682 3,968,039 4,790,946 6,183,692 Workers'compensation and healthcare claims 298,583 366,032 437,679 426,244 455,420 Accrued interest payable 692,984 696,461 770,539 834,586 1,075,404 Due to other funds - - 26,759 21,139 1,131,613 Compensated absences 119,119 73,583 73,513 75,051 79,436 Total current liabilities 7.402,456 8,616,000 10,677,011 11,686,194 14,665,753 Noncurrent Long-term debt,excluding current 105,300,055 108,551,088 104,583,049 129,691,635 167,800,884 Pension obligations 1,471,962 1,744,283 2,184,420 2,953,403 4,541,636 Post retirement benefit obligation - 620,687 1,563,339 2,246,934 3,566,267 Workers'compensation and healthcare claims 323,465 414,416 474,152 646,327 821,298 Compensated absences 1,217,925 1,398,073 1,396,756 1,425,973 1,509,283 Total noncurrent liabilities 108,313,407 112,728,547 110,201,716 136,964,272 178.239.368 Total 115,715,863 121,344,547 120.878,727 148,650,466 192,905,121 Net assets: Invested in capital assets,net of related debt 273,412,939 247,736,971 264,586,588 259,927,930 245,441,491 Restricted for debt service 3,309,677 3,309,677 - 4,990,677 10.154,564 Unrestricted 10.284,639 42,567,093 26,445,583 28,894.405 40,768,566 Total net assets 287,007,255 293,613,741 291,032,171 293.813,012 Total liabilities and net assets $402.723.11 $414.958,28 $411,910,89 $442,463,47 $489,269.74 Source:Records of Finance Department,City of Omaha 4827-4276-8909.2 13 ues of the System shall 4827-4276-8909.2 7 the Omnibus Proxy). 4827-4276-8909.2 4 BLE SOLELY FROM THE REVENUES OF THE SANITARY t1.'1r SEWERAGE SYSTEM OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATION UPON THE CREATION OF GENERAL OBLIGATION a o INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL LIABILITY ON THE CITY. 0 •° MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 City of Omaha,Nebraska Statement of Cash Flows-Sewer Revenue Fund For Five Years Ended December 31,2010 • 2006 2007 2008 2009 2010 Cash flows from operating activities: Receipts from customers $34,831,118 $37,733,561 $40,828,004 $43,315,374 $52,062,651 Payments to suppliers (8,218,672) (16,728,995) (16,753,147) (18,464,435) (17,964,713) Payments to employees (14,833,756) (8,511,971) (9,408,925) (9,236,413) (11,594,432) Net cash provided by(used in)operating activities 11,778,690 12,492,595 14,665,932 15,614,526 22,503,506 Cash flows provided by noncapital financing activities: Transfers in/out (50,000) 1,385,123 417,216 1,165,485 4,297,723 Advances from other funds - (150,894) (28,348) 200,383 (2,537,685) Net cash provided by noncapital financing activities (50,000) 1,234,229 388,868 1,365,868 1,760,038 Cash flows from capital and related financing activities: Capital expenditures (27,895,817) (26,588,593) (24,216,711) (31,355,265) (40,692,816) Capital contributions 9,011,366 - - - Proceeds from sale of fixed assets - 12,188 - (524,228) Prepaid expenses and deferred charges - (556) (6,501) (1,976,758) (746,078) Miscellaneous rents and royalties - - 13,355 - Payments on long-term debt (481,458) (2,436,679) (1,655,818) (3,968,039) (34,528,407) Payments on notes payable (1,994,396) - (2,176,864) 4,092 102,857 Issuance of long-term debt 54,890,218 - - 29,975,000 74,529,562 Issuance of notes payable 17,908,940 5,767,716 - - Bond issuance costs (807,635) - - - Interest Paid (2,558,781) (5,078,921) (5,080,556) (2,113,570) (2,981,666) Net cash used in capital and related financing activities 48,072,437 (28,324,845) (33,123,095) (9,958,768) (4,316,548) Cash flows from investing activities: Proceeds from sales of investment securities - 29,796,168 11,494,540 - (3,926,316) Purchase of investment securities (51,290,706) - - - Interest received 111,201 2,098,512 765,232 50,884 . (192,426) Net cash provided by(used in)investing activities (51,179,505) 31,894,680 12,259,772 50,884 (4,118,742) Net increase(decrease)in cash and cash equivalents 8,621,622 17,296,659 (5,808,523) 7,072,510 15,828,254 Cash and cash equivalents,beginning of year 2,644,362 11,265,984 28,562,643 22,754,120 29,826,630 Cash and cash equivalents,end of year 11,265 984 28569,641 27,754,120 29,826,630 - 45,654 884 Supplemental disclosure of noncash investing and financing activities: Annexation of Elkhorn: Capital asset additions - 4,482,575 - - - Liabilities assumed - (1,455,000) - - - Other assets - 88,272 - - - - 3,115,847 - - - Reconciliation of operating loss to net cash provided by(used in)operating activities: Operating income(loss) (2,733,466) (1,951,285) (3,183,930) (1,245,142) 1,637,954 Adjustments to reconcile operating income(loss)to net cash provided by(used in)operating activities: Depreciationandamortization 13,175,110 14,277,185 14,997,267 15,537,153 15,676,720 Cash flows impacted by changes in: Accounts receivable (2,589,489) (740,973) (366,626) (318,395) 2,118,024 Inventories 144,977 30,765 (84,538) (103,177) (330,560) Due from other governments 2,544,250 - - - Accounts Payable and other ' 1,158,902 (309,117) 1,790,904 100,014 201,960 Claims Payable (105,263) 158,400 131,383 160,740 204,147 Pension obligation 344,470 272,321 440,137 768,983 1,588,233 Postretirement benefit obligation - 620,687. 942,652 683,595 1,319,333 Compensated absences - - - - 87,695 Accrued expenses (160,801) 134,612 (1,317) 30,755 - Net cash provided by(used in) operating activities $11 778 690 $12,492,595 $14,665 937 $15,614526 $22503,506 Source:Records of Finance Department,City of Omaha 4827-4276-8909:2 14 MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 • ESTIMATED DEBT SERVICE REQUIREMENTS The aggregate annual debt service requirements on the 2002 Bonds,2006 Bonds,the 2009 Bonds, the 2010 Bonds, the Elkhorn Bonds and the NDEQ Notes are shown below, together with the estimated debt service requirements on the Bonds: Debt Service on Outstanding Sanitary Debt Service on Sanitary Sewerage System Sewerage System Obligations Revenue Bonds' ANNUAL ANNUAL FISCAL ANNUAL ANNUAL DEBT ANNUAL ANNUAL DEBT YEAR PRINCIPAL INTEREST SERVICE PRINCIPAL INTEREST' SERVICE TOTAL 2011 $6,123,872 $7,369,029 $13,492,901 $13,492,901 2012 6,904,479 7,371,446 14,275,926 $1,145,000 $2,945,727 $4,090,727 18,366,653 1 2013 7,032,433 7,193,494 14,225,927 1,225,000 3,059,838 4,284,838 18,510,765 2014 5,826,997 6,998,572 12,825,568 1,245,000 3,035,338 4,280,338 17,105,906 2015 5,976,041 6,821,585 12,797,626 1,270,000 3,010,438 4,280,438 17,078,063 2016 6,140,301 6,621,082 12,761,384 1,295,000 2,985,038 4,280,038 17,041,421 2017 6,319,051 6,401,797 12,720,848 1,325,000 2,959,138 4,284,138 17,004,986 2018 5,669,167 6,192,279 11,861,445 1,365,000 2,919,388 4,284,388 16,145,833 2019 5,810,681 6,002,945 11,813,625 1,420,000 2,864,788 4,284,788 16,098,413 2020 5,972,429 5,798,326 11,770,754 1,475,000 2,807,988 4,282,988 16,053,742 2021 6,144,415 5,583,533 11,727,949 1,535,000 2,748,988 4,283,988 16,011,936 2022 6,326,646 5,342,460 11,669,106 1,595,000 2,687,588 4,282,588 15,951,693 2023 6,514,125 5,100,791 11,614,916 1,675,000 2,607,838 4,282,838 15,897,753 2024 6,706,858 4,845,151 11,552,009 1,760,000 2,524,088 4,284,088 15,836,096 . 2025 6,914,849 4,578,250 11,493,099 1,845,000 2,436,088 4,281,088 15,774,186 2026 7,365,267 4,252,703 11,617,970 1,940,000 2,343,838 4,283,838 15,901,807 2027 6,771,306 3,921,572 10,692,878 2,035,000 2,246,838 4,281,838 14,974,716 2028 7,034,755 3,606,748 10,641,503 2,135,000 2,145,088 4,280,088 14,921,590 2029 7,309,889 3,279,135 10,589,024 2,245,000 2,038,338 4,283,338 14,872,361 2030 7,604,577 2,938,212 10,542,789 2,355,000 1,926,088 4,281,088 14,823,877 2031 7,913,828 2,574,080 10,487,908 2,475,000 1,808,338 4,283,338 14,771,245 2032 7,403,418 2,191,368 9,594,786 2,600,000 1,684,588 4,284,588 13,879,374 2033 5,385,000 1,863,461 7,248,461 2,730,000 1,551,338 4,281,338 11,529,799 2034 5,605,000 1,581,836 7,186,836 2:870,000 1,411,425 4,281,425 11,468,261 2035 5,835,000 1,288,873 7,123,873 3,020,000 1,264,338 4,284,338 11,408,211 2036 6,215,000 984,039 7,199,039 3,175,000 1,109,563 4,284,563 11,483,601 2037 3,010,000 660,583 3,670,583 3,335,000 946,844 4,281,844 7,952,427 2038 3,120,000 479,831 3,599,831 3,505,000 775,925 4,280,925 7,880,756 2039 3,235,000 292,458 3,527,458 3,685,000 596,294 4,281,294 7,808,752 2040 1,675,000 98,155 1,773,155 3,875,000 407,438 4,282,438 6,055,593 2041 4,075,000 208,844 4,283,844 4,283,844 Total $179,865,384 $122,233,794 $302,099,178 $66,230,000 $62,057,383 $128,287,383 $430,386,561 'Preliminary;subject to change. 'Interest computed using 4.988%average coupon rate. 4827-4276-8909.2 15 ble (2,589,489) (740,973) (366,626) (318,395) 2,118,024 Inventories 144,977 30,765 (84,538) (103,177) (330,560) Due from other governments 2,544,250 - - - Accounts Payable and other ' 1,158,902 (309,117) 1,790,904 100,014 201,960 Claims Payable (105,263) 158,400 131,383 160,740 204,147 Pension obligation 344,470 272,321 440,137 768,983 1,588,233 Postretirement benefit obligation - 620,687. 942,652 683,595 1,319,333 Compensated absences - - - - 87,695 Accrued expenses (160,801) 134,612 (1,317) 30,755 - Net cash provided by(used in) operating activities $11 778 690 $12,492,595 $14,665 937 $15,614526 $22503,506 Source:Records of Finance Department,City of Omaha 4827-4276-8909:2 14 MATURITY SCHEDULE U� � •o s (on reverse of cover page) 15 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the col ,, entire Official Statement to obtain information essential and material to the making of an informed investment decision. E fl The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of g 0 3 legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery of the Bonds will be made on or about December 1, 2011, at DTC in New York, New York against payment therefor. N C 0 cn 0 7.1 € DAVIDSON E .o COMPANIES, D.e A. Davidson & Co. c �w d member SIPC 0.5 o .E g Dated: November—,2011 ; .1,s *Preliminary;subject to change. F-•N 4827-4276-8909.2 • • • ' ' ' 0 0 10 M ^ N Vt 00 N V 00 1O V '- N 0 O V CO CO 0 O 10 O, O 0 en h 10 V r N 0 en 00 01 10 00 en 0 0 Co R R r r 01 10 CV 7 C., N 00 7 O-- r CO 91 C., N CO r co c, 00 en00 O O M W ^ • 00 00 Vt O 00 00 O --"00 d 7 01 O 00 O 0 0 N 00 00 01 D, O r ^ 00 N V' 01 O O1 00 — N O1 N O -- 01 61 CO 00 00 0 en 01 7 fV 7 N 1O ^ 7 9-- -- V 00 NO VD O 10 N} en' N N N ^ 00 COV .0 en M --- [y h 69 EA 69 69 69 6A ' ' ' 0 O fV 00 r r h en 00 et CO R 01 0 et o O M CO N 01 Co 7 ut 0 01 . 0 7 en 0o -- h N in en M 00 r O1 0 O vn 7 — N N ^ N N N en 10 00 7 01 ^ ^ 00 — 00 00 0 V 0 0 .0- en Cl 10 ,000 ^ _• •• r h h NI O, 00 0 — 0 10 7 00 fJ o M 0 0 1D N V M M o0 O 00 en 01 N V en r v1 00 01 00 M O M 01 0 M M v1 0 en -- V1 V N of N 10 r 01 IN ^ 00 V1 01 v1 1O yM N N N 7 NO 7 M Vi Off 69 64 ^ 69 68 ^ ' ' ' O O 01 CO M r v1 v1 01 7 00 00 O 7 O O 01 V 00 00 00 00 CO O V1 O 01 M V1 r N Co M M h Co N 01 O O O CO en 10 V N N N • r 7 -- 10 7 0, -- 61 00 0 O` O1 O1 9- O O r 01 CO ^ 01 ,a ^ — 10 r O O O 00 O -- O 10 O 10 V1 01 tV 0 0 00 N 1p 00 10 V O O 41 — N R v1 r V1 00 01 0 a' O ^ r -- O 01 01 01 • 0 M N V1 V1 N 7 N 10 01 V1 r N -- V1 M E'1 VD Y. M N N N 7 4, 7 V R 01 01 LL -- 69 69 69 EA 64 fig ' ' ' 0 0 CO CO 01 N V1 v1 0 V 00 7 N CO v1 0 O V, V N 1O 1O 7 CA O V1 V1 M M 00 -- N N en en en en 10 0\ O 0 0 10 — 0 V of en N N �t R ^- N h 7 01 ^ O 00 7 ^ 0 O O 00 4 00 01 01 R 0, ^ ,_ ' V Vi 00 01 r h co O --- 10 0 — ^ 00 O O O 01 V 00 v1 O O 1O -- N V 'n N 01 00 M h N 00 O ^ 61 01 O r r en J"' 0 r1 N en en N 7 N r CO,V1 h er V1.V1 0 O N GU }' M N N N 7NI N orr co co ^ . [y 69 69 69 O EA 69 6A tr W� // a+ . v N ' I I 0 0 0 00 7 r v1 v1 N 7 CO CO 00 M 0 0 0 0 r N V 1O 00 N 0 h V1 — en a -- r N V1 en en 00 00 O O C h 01 00 CO OO M r ^ O 0 N 00 et et T ^ 00 M 10 r1 1D O O 61 r 1p CO.. CO 00 7 00 00 o010000— ^ 1do r^ v'.11000 10 Ol00 v 01r N O ^ h N N V v r v 00 V ClM v O D 00 O 0 O h r-, O O N M N V1 V1 N 7 N N 7 V1 N CO 0 v1 O O N. IIMi'\y G' } M N N N 7 0 0 CO 10 10 ^ O LL EAfA 44 V1 69 OI r�� 0 .0 V CD L 5 U C ' ' ' 0 0 0 00 1O r V1 V1 7 7 00 r V1 e} 01 0 0 CO 01 V 10 h 0 O ^ V1 h -- M 00 ^ h N 10 M M 0 N l0 00 0 O N — r M en O 00 N CD II 00 O 10 N O 7 Cl ^ CO 00 00 01 01 10 CO O O 0 t w en R 7 01 iil 5� 00 el N 00 M 00 O ^ 0 C O ^ ^ 0 0 h O O O O O N G� O O O N N r M N R v r v 00 O 0 7 D O ,- CT. 0 0 0 0 / A/ N M N N r vt N et' N N V1 V1 r ^ O 'Ii N w w .._,I M N M N V r COCO 00 er ^ ti W L Ls. Vf 69 00 6699 6�9 699 y 3 • o H °' d M O O r 00 — r 01 'n r 7 N — 1D N 7 O O N N M -- -- -- N 0 00 = F+"I '/1 O r M -- r N 1D M N 7 7 7 r 0 0 1D COoo N 7 01 �. N 0 • W 5 O N O O W 7 '- N 00 r O t w M N O O M CO r - •^O ^, ^ �, V 1O N H N_ N CO CO'-- N 10 0 O 00 10 V^0 0 00 0 M -- O ti A H C O en N M N V v1 h 01 V1 V V 10 CD •-. 00 7 ^ N N 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v Projected Financial Information The projected financial information set forth above has been prepared by management of the City and its consultant, Red Oak Consulting, to present the projected revenues, expenses and debt service of the City's Sewer Revenue Fund. The projection is based on management's assumptions reflecting conditions it expects to exist and the course of action it expects to take during the projection period. Management of the City is responsible for representations about its plans and expectations and for disclosure of significant information that might affect the ultimate realization of the projected results. There will usually be differences between projected and actual results because events and circumstances frequently do not occur as expected, and those differences may be material. The City's independent auditors have not compiled, examined or performed any procedures with respect to the accompanying projected financial information or expressed any assurance of any kind on it or its achievability. THE ORDINANCE The following is a summary of certain provisions of the Ordinance. Reference should be made to the Ordinance itself for a complete statement of its provisions. Additional Bonds The City will be entitled to issue and incur indebtedness secured on a parity with the 2006 Bonds, the 2009 Bonds, the 2010 Bonds and the Bonds to refund any outstanding 2006 Bonds, 2009 Bonds, 2010 Bonds, Bonds or Additional Bonds or to pay the cost of constructing or completing the construction of any future extensions and improvements to, and equipping of, the System which are described in a subsequent resolution or ordinance of the Council (the "Improvements"). The Bonds are Additional Bonds under the General Ordinance, secured on a parity with the 2006 Bonds, the 2009 Bonds and the 2010 Bonds. Prior to issuing Additional Bonds to pay the cost of completing Improvements to the System with respect to which the City has previously issued bonds, the City Council shall find and determine that the aggregate principal amount of the Additional Bonds shall not exceed the amount required to complete the Improvements, to pay the costs of issuance and to provide for payments into the Sewer Revenue Bond Reserve Account in the Sewer Revenue Fund, as provided in the Ordinance, and shall deposit the proceeds of the Additional Bonds in the Construction Account created pursuant to the Ordinance. Prior to issuing Additional Bonds to pay the cost of constructing future Improvements to the System, the City must obtain a certificate of an independent certified public accountant or firm. of independent certified public accountants stating that the Net Revenues (as defined below) of the System for 12 consecutive months out of the 24 months preceding the month in which the Additional Bonds are taken up and paid for shall have at least been 1.25 times the maximum Aggregate Debt Service Requirement in any future fiscal year on all 2006 Bonds, 2009 Bonds, 2010 Bonds, Bonds and Elkhorn Bonds then outstanding (less any bonds to be refunded) and the Additional Bonds proposed to be issued; provided, however, if new rates and charges have been established during the completed 12 months immediately preceding the issuance of the Additional Bonds, the Net Revenues of the System may be adjusted (and shall be adjusted if such new rates and charges represent a net reduction of the former rates and charges)by applying the new rates as if such rates had been in effect for the entire 12-month period. The consent of National Public Finance Guarantee Corporation (the reinsurer of the 2006 Bonds) must be obtained prior to the issuance of any Additional Bonds, including the Bonds. 4827-4276-8909.2 17 .._,I M N M N V r COCO 00 er ^ ti W L Ls. Vf 69 00 6699 6�9 699 y 3 • o H °' d M O O r 00 — r 01 'n r 7 N — 1D N 7 O O N N M -- -- -- N 0 00 = F+"I '/1 O r M -- r N 1D M N 7 7 7 r 0 0 1D COoo N 7 01 �. N 0 • W 5 O N O O W 7 '- N 00 r O t w M N O O M CO r - •^O ^, ^ �, V 1O N H N_ N CO CO'-- N 10 0 O 00 10 V^0 0 00 0 M -- O ti A H C O en N M N V v1 h 01 V1 V V 10 CD •-. 00 7 ^ N N 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v "Net Revenues" means the Revenues of the System after deducting therefrom all operation and maintenance expenses and the City's payments for the 2002 Bond Obligation, adjusted (i) in the case of the certification of the independent certified public accountant required by the preceding paragraph to reflect, throughout the period to which such certification pertains, any increases in the rates and charges for the use and services of the System imposed during such period or imposed thereafter and prior to the issuance of the proposed Additional Bonds. "Aggregate Debt Service Requirement" for any calendar or fiscal year with respect to any series of bonds means the total of(i)the interest on all such bonds outstanding accruing during such year, less the amount of such interest for which payment is provided from accrued interest received on the sale of such bonds or as capitalized interest from the proceeds of such bonds and (ii)the amount required to be paid or credited during such year to the Principal Account to provide for the retirement of any of such bonds. Subordinated Indebtedness The City may incur indebtedness secured by a lien on Revenues subordinate to that securing the 2006 Bonds,the 2009 Bonds,the 2010 Bonds,the Bonds,the Elkhorn Bonds and the NDEQ Notes. Additional Covenants Arbitrage Covenant. The City covenants in the Ordinance not to use the proceeds of the Bonds in a manner that would cause the Bonds to be "arbitrage bonds" under Section 148 of the Code. To that end, the City shall comply throughout the term of the Bonds with the requirements of said Section 148 of the Code and the applicable regulations of the Internal Revenue Service adopted thereunder. Insurance. The City covenants in the Ordinance to carry insurance on the works, plants, facilities and properties comprising the System of the kinds, against such risks, accidents or casualties, and in at least the amounts, which are usually and customarily carried upon similar plants, properties and systems, including, without limiting the generality of the foregoing, fire, extended coverage and general liability, and also all additional insurance covering such risks as shall be deemed necessary or desirable by the City or recommended by a competent independent engineer employed for the purpose of making such recommendations. The City may be the self-insurer against all or any of the risks, accidents or casualties for which insurance is required to be carried pursuant to the immediately preceding sentence. The proceeds of any and all policies for general liability shall be paid into the Sewer Revenue Fund and used in paying the claims (which shall be considered operation and maintenance expenses within the meaning of part FIRST under the caption "Flow of Revenues" herein) on account of which they were received. All moneys received for other losses under such insurance policies shall be credited to the Sewer Revenue Fund and used only for making good the loss or damage (which shall be considered a replacement expense within the meaning of part FIFTH under the caption "Flow of Revenues" herein) in respect to which they were paid, either by repairing the property damaged or replacing the property destroyed, and provision for making good such loss or damage shall be made within 90 days from the date of the loss. Surplus insurance proceeds remaining after the loss and damage covered thereby have been satisfied or restored shall, unless already credited to the Sewer Revenue Construction Account, be deposited in the Sewer Revenue Construction Account and applied as are other moneys credited to said Account. The payment of premiums for all insurance policies required under the provisions of this Section shall.be considered an operation and maintenance expense. Books and Accounts;Independent Audit. The City covenants in the Ordinance to keep or cause to be kept, separate and apart from all other records and accounts, proper books and accounts showing correct and complete entries of all financial transactions pertaining to the System and also such other 4827-4276-8909.2 18 1D M N 7 7 7 r 0 0 1D COoo N 7 01 �. N 0 • W 5 O N O O W 7 '- N 00 r O t w M N O O M CO r - •^O ^, ^ �, V 1O N H N_ N CO CO'-- N 10 0 O 00 10 V^0 0 00 0 M -- O ti A H C O en N M N V v1 h 01 V1 V V 10 CD •-. 00 7 ^ N N 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v books and accounts which may otherwise be required by law. The holders of any of the Bonds or of any Additional Bonds or any duly authorized agent or agents of such holders shall have the right at any and all reasonable times to inspect such books, records and accounts and to inspect the System. Within 270 days following the close of each fiscal year, the City shall cause an audit of such books and accounts to be completed and issued by an independent certified public accountant or a firm of independent certified public accountants, showing the receipts and disbursements for and on account of the System. All expenses incurred in the making of the aforesaid audit shall be regarded and paid as an operation and maintenance expense. A copy of each such audit shall be available for inspection at any time by the holder of any Bond or Additional Bond, or his agent, and a summary thereof shall be furnished to the holder of any of said Bonds at his request. Additional Covenants of the City. The City (i) shall proceed with all reasonable dispatch with any Improvements to be financed from the proceeds of Additional Bonds; (ii)shall obtain all franchises, licenses and permits necessary to the operation of the System as are or may be required by applicable law, and shall file, with such governmental boards, agencies and bodies where such filing is required by law, all statements, maps and other documents as may be required by law; (iii) shall continuously operate the System as a revenue-producing facility; (iv) shall maintain the System in good repair and working order and condition, including the making of all renovations, repairs, renewals, replacements, equippings and furnishings thereto, necessary or advisable to maintain and produce the Revenues required by and for the purposes of the Ordinance; (v) shall retain management of, and control over, the System and all functions associated with, inherent in or incidental to such management and control, including(without limiting the generality of the foregoing), in such functions, control over the imposition of rates and charges for the use and services of the System, control over the collection, receipt, application and disbursement of the Revenues of the System and over the authorization of such disbursements and control over the planning, authorization and making of repairs, renewals, replacements, renovations, additions, extensions, furnishings and equippings to the System; and(vi) shall not abandon, sell or otherwise dispose of, lease or transfer possession of or mortgage or otherwise encumber the System or any plant or property thereof; provided, however, the foregoing provisions of this section shall not prevent or prohibit the City from leasing, selling or otherwise disposing of any property which in the judgment of the City is no longer useful or profitable in the operation of the System, or necessary to produce or maintain the Revenues thereof, or which is to be or has been replaced by other property or equipment so as not to impair the operations of the System. Any money received from such disposition may be used to acquire or construct new properties or equipment to replace the properties or equipment disposed of or to acquire or construct other new properties to constitute part of the System, and the surplus, if any, shall be credited to the Sewer Revenue Fund to be applied as are other moneys credited to said Fund. Investment of Moneys Moneys on deposit in the Sewer Revenue Fund may, to the extent practicable and reasonable, be invested in Investment Securities (as defined below). Moneys credited to the Sewer Revenue Bond Reserve Account shall, to the extent reasonable and practicable, be invested in Investment Securities maturing by not later than 10 years from the date of such investment. All interest and income from investments made pursuant to the foregoing provision of this section shall, when realized and collected, be credited to the Sewer Revenue Fund and used and applied in the manner and for the same purposes as are other moneys in that Fund. Moneys held in any fund or account created or established in proceedings authorizing the issuance of Additional Bonds or created or established in any other ordinance or resolution supplemental hereto may be invested, and the earnings on such investments applied, as provided in such proceedings, ordinances or resolutions. 4827-4276-8909.2 19 CD •-. 00 7 ^ N N 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v Unless invested as aforesaid, all moneys in the foregoing funds and accounts and subaccounts shall be secured in the manner provided by law for the securing of public funds of cities of the class of which the City is one. Until used and applied in accordance with the Ordinance and any ordinance or resolution supplemental thereto, all moneys held in the Sewer Revenue Fund, including any'of the accounts therein, all moneys held in the Construction Account and all moneys held in any other funds and accounts created or established in any proceedings authorizing the issuance of additional Bonds or created or established in any other ordinances or resolutions supplemental thereto and the securities in which such moneys may from time to time be invested shall be held in trust for the equal and ratable benefit and security of the holders of the Bonds and Additional Bonds then outstanding. All moneys held by any paying agent for the payment of principal, interest and premium of said Bonds, including any moneys held by the City Treasurer for such purpose, shall be held by such agent or treasurer in trust for the equal and ratable benefit and security of the Bonds for which moneys have been so set aside. "Investment Securities"means any investments which at the time are legal investments under the laws of the State of Nebraska and the Home Rule Charter of the City of Omaha, as amended from time to time, for the moneys held under the Ordinance then proposed to be invested therein. Defeasance If, when the Bonds secured by the Ordinance shall have become due and payable in accordance with their terms or shall have been duly called for redemption or either irrevocable instructions to call the Bonds for redemption or to pay the Bonds at their respective maturities or redemption dates or any combination of such payment and redemption shall have been given by the City to the Paying Agent or an appropriate fiduciary institution acting as escrow agent,the whole amount of the principal and the interest and premium, if any, so due and payable upon all the Bonds then outstanding shall be paid or sufficient moneys or Governmental Obligations (as hereinafter defined), the principal of and the interest on which when due will provide sufficient moneys to pay at maturity or to redeem all of the Bonds together with all interest accrued and to accrued thereon to dates of maturity, or redemption, shall be held by such escrow agent or the Paying Agent for such purpose under the provisions of the Ordinance, and provision shall also be made for paying all other sums payable hereunder by the City, then, and in that case, the right, title and interest of the Bondholders of the Bonds secured by the Ordinance in the revenues, funds and accounts mentioned in the Ordinance shall thereupon cease, determine and become void on that date without further action of the Council, and the Finance Director may apply any surplus in any account in the Sewer Revenue Fund and all balances remaining in any other funds or accounts, other than moneys held for the redemption or payment of Bonds, to any lawful purpose of the City as the Council shall determine; otherwise, the Ordinance shall be, continue and remain in full force and effect; provided, however, that in the event Governmental Obligations shall be deposited with and held by such escrow agent or the Paying Agent as hereinabove provided, and in addition to the redemption notice requirements set forth in the Ordinance, the Finance Director shall, within 30 days after such Governmental Obligations shall have been deposited with such escrow agent or the Paying Agent, cause a notice signed by the Finance Director to be filed with such escrow agent, the Paying Agent and the Nebraska State Auditor of Public Accounts and to be published once in a daily newspaper of general circulation published in the City and in a daily newspaper of general circulation or a financial journal published in the Borough of Manhattan, City and State of New York setting forth (a)the date designated for the redemption of the Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow agent or the Paying Agent and (c)that the Ordinance has become void and is discharged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v All moneys and obligations held by such escrow agent or the Paying Agent for the purposes set forth above shall be held in trust and the principal and interest of said obligations,when received,and said moneys applied to the payment, when due, of the principal and the interest and the premium, if any, of the Bonds so called for redemption. The term "Governmental Obligations" means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, provided such Governmental Obligations are noncallable or callable only at the option of the holder thereof. In the event of a defeasance, the City has agreed to provide National Public Finance Guarantee Corporation (as the reinsurer of the 2006 Bonds)with an opinion of counsel acceptable to National Public Finance Guarantee Corporation that the Bonds have been legally defeased and that the escrow agreement establishing such defeasance operates legally to defease the Bonds within the meaning of the Ordinance, together with an accountant's report verifying the sufficiency of the escrow deposit to defease the Bonds. Enforcement of Ordinance So long as any of the 2006 Bonds, the 2009 Bonds, the 2010 Bonds, the Bonds or any Additional Bonds are outstanding, each of the obligations, duties, limitations and restraints imposed upon the City by the Ordinance shall be deemed to be a covenant between the City and every holder of said bonds, and the Ordinance and every provision and covenant hereof, the Act and the Charter shall constitute a contract of the City with every holder from time to time of said bonds. Any holder of a 2006 Bond, a 2009 Bond, a 2010 Bond, a Bond or of any Additional Bond or Bonds may, by mandamus or other appropriate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of the Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance of all duties required of the City by the Ordinance, by the Charter and by applicable laws of the State of Nebraska, including in such duties the making and collecting of sufficient rates and charges for the use and services of the System, the segregation of the Revenues of the System and the application thereof as provided in the Ordinance. Amendment to the Ordinance The City shall not amend the Ordinance, except in accordance with the following provisions: 1. The City may from time to time and without the consent of any holder of the Bonds, make any amendments or modifications to the Ordinance which may be required to (a) permit the Ordinance to be qualified under the Trust Indenture Act of 1939, as amended; (b)modify or amend the Ordinance in a manner not inconsistent with the Ordinance as required for the correction of language or to cure any ambiguity or defective provision, omission, mistake or manifest error therein contained; (c)enact ordinances supplemental to the Ordinance authorizing the issuance of Additional Bonds; (d)grant to or confer upon the Bondholders additional rights, remedies, power and authority, or to grant to or confer upon any Bondholders' committee or trustee for the Bondholders any additional rights, remedies, power or authority; (e)preserve the exclusion from gross income of the interest on the Bonds for federal income tax purposes; (f)provide for compliance with secondary market disclosure requirements promulgated by the Securities and Exchange Commission; and (g)provide for the use of a book-entry system of registration; and 2. From time to time the holders of 662/3% in principal amount of the Bonds then outstanding, by an instrument or instruments in writing signed by such holders and filed with the City, shall have power to assent to and authorize any modification or amendment that shall be 4827-4276-8909.2 21 York setting forth (a)the date designated for the redemption of the Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow agent or the Paying Agent and (c)that the Ordinance has become void and is discharged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v proposed by the City of the provisions of the Ordinance or of the rights and obligations of the City and of the holders of the Bonds, and any action herein authorized to be taken with the assent and authority given as aforesaid of the holders of 66 2/3% in principal amount of said Bonds at the time outstanding shall be binding upon the holders of all of said Bonds outstanding and upon the City as fully as though such actions were specifically and expressly authorized by the terms of the Ordinance, provided always, that, without the consent of the holder of each Bond affected thereby, no such modification shall be made which will (a)extend the time of payment of the principal of or the interest on any Bond or reduce the principal amount thereof or the rate of interest thereon or the premium payable upon the redemption thereof, (b)give to any of said Bonds any preference over any other Bond or Bonds secured equally and ratably therewith, (c)authorize the creation of any pledge prior to or except as provided in the Ordinance for the issuance of Additional Bonds, on a parity with the pledge afforded by the Ordinance, (d)deprive any holder of said Bonds of the security afforded by the pledge of the Ordinance, or (e)reduce the percentage in principal amount of the said Bonds required to assent to or authorize any such modification to the Ordinance. For the purpose of computations required by this section, Bonds directly or indirectly owned or controlled by the City shall be disregarded (unless the City directly or indirectly owns or controls all of the Bonds). The City has agreed that notice shall be given to National Public Finance Guarantee Corporation (as the reinsurer of the 2006 Bonds) of any amendment to or supplement of the Ordinance, and the prior consent of National Public Finance Guarantee Corporation is required for all amendments or supplements described in paragraph 1(c)and paragraph 2 above. Any modification or amendment or supplement of the provisions of the Ordinance or of any ordinance supplemental hereto shall be set forth in an ordinance to be enacted by the City. ONGOING DISCLOSURE The Third Supplemental Ordinance includes the City's 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 UNDERTAKING." A failure by the City to comply with the Undertaking will not constitute an event of default with respect to the Bonds, although any holder 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. The City is in compliance with its continuing disclosure obligations under its existing undertakings entered into pursuant to the Rule. UNDERWRITING Under a Bond Purchase Agreement (the "Agreement") entered into by and between the City and D.A. Davidson& Co., the underwriter (the "Underwriter"), the Bonds are being purchased at an aggregate discount of$ (including expenses) from the initial public offering prices set forth on the reverse of the cover page of this Official Statement, for public reoffering by the Underwriter. The Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The 4827-4276-8909.2 22 Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow agent or the Paying Agent and (c)that the Ordinance has become void and is discharged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in the 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 City. The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth on the reverse of the 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 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. 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). The opinions set forth above are subject to continuing compliance by the City with its covenants regarding federal tax laws in the Ordinance. 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 Bonds maturing in the years , and , (collectively, the "Discount Bonds"), are being sold at an original issue discount. The difference between the initial public offering prices, as set 4827-4276-8909.2 23 from the initial public offering prices set forth on the reverse of the cover page of this Official Statement, for public reoffering by the Underwriter. The Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The 4827-4276-8909.2 22 Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow agent or the Paying Agent and (c)that the Ordinance has become void and is discharged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v forth on the reverse 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. Original Issue Premium The Bonds maturing in the years through , inclusive, (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. An example is the American Jobs Act of 2011 (S. 1549), proposed by the President and introduced in the Senate on September 13, 2011. If enacted as introduced, a provision of S. 1549 4827-4276-8909.2 24 y are purchased. The 4827-4276-8909.2 22 Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow agent or the Paying Agent and (c)that the Ordinance has become void and is discharged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v would limit the amount of exclusions (including tax-exempt interest) and deductions available to certain high income taxpayers for taxable years after 2012, and as a result could affect the market price or marketability 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. Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the unqualified approving opinion of Kutak Rock LLP, Bond Counsel, a copy of whose approving opinion will be delivered with the Bonds. Certain legal matters will be passed upon for the City by Paul D. Kratz, Esq., its City Attorney. Pending Litigation The City of Omaha is subject to litigation from time to time in connection with the day-to-day operation of the City generally and with respect to the day-to-day operation of the System specifically. The City Attorney advises that there is no litigation now pending or threatened restraining or enjoining the issuance and delivery of the Bonds or the power and authority of the City of Omaha to establish, maintain and collect the rates for the use of the System or in any manner questioning the power and authority of the City to establish, maintain and collect such rates or issue and deliver the Bonds or affecting the validity of the Bonds. RATINGS Standard& Poor's Ratings Services,a division of The McGraw-Hill Companies ("S&P"), and Moody's Investors Service ("Moody's") have assigned the Bonds the ratings of " " and " " respectively. Such credit ratings of the Bonds by S&P and Moody's reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from S&P or Moody's, 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 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 downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements." Such statements are generally identifiable by the terminology used, such as"plan,""expect,""estimate,""budget" or similar words. 4827-4276-8909.2 25 value of the Bonds. An example is the American Jobs Act of 2011 (S. 1549), proposed by the President and introduced in the Senate on September 13, 2011. If enacted as introduced, a provision of S. 1549 4827-4276-8909.2 24 y are purchased. The 4827-4276-8909.2 22 Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow agent or the Paying Agent and (c)that the Ordinance has become void and is discharged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performances or achievements described to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. The City does not plan to issue any updates or revisions to those forward-looking statements if and when changes to its expectations, or events, conditions or circumstances on which such statements are based, occur, unless such updates or revisions are made in the course of fulfilling its continuing disclosure obligation. FINANCIAL STATEMENTS The comprehensive annual financial report of the City as of and for the year ended December 31, 2010 included as Appendix A have been audited by KPMG LLP, independent certified public accountants, as stated in their report appearing therein. Reference is made to such general purpose financial statements for information about the Sewer Revenue Fund, a"proprietary fund"of the City. 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 City and the purchasers or owners of any of the Bonds. The information contained in this Official Statement has been taken from sources considered to be reliable,but is not guaranteed. To the best of the knowledge of the undersigned,the Official Statement 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 City as of the date shown on the cover hereof. CITY OF OMAHA,NEBRASKA By Mayor 4827-4276-8909.2 26 t such rates or issue and deliver the Bonds or affecting the validity of the Bonds. RATINGS Standard& Poor's Ratings Services,a division of The McGraw-Hill Companies ("S&P"), and Moody's Investors Service ("Moody's") have assigned the Bonds the ratings of " " and " " respectively. Such credit ratings of the Bonds by S&P and Moody's reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from S&P or Moody's, 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 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 downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements." Such statements are generally identifiable by the terminology used, such as"plan,""expect,""estimate,""budget" or similar words. 4827-4276-8909.2 25 value of the Bonds. An example is the American Jobs Act of 2011 (S. 1549), proposed by the President and introduced in the Senate on September 13, 2011. If enacted as introduced, a provision of S. 1549 4827-4276-8909.2 24 y are purchased. The 4827-4276-8909.2 22 Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow agent or the Paying Agent and (c)that the Ordinance has become void and is discharged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v APPENDIX A CITY OF OMAHA COMPREHENSIVE ANNUAL FINANCIAL REPORT 4827-4276-8909.2 Sanitary Sewerage Revenue Bonds Series of 2011 Maturity CUSIP (November 15) Amount Interest Rate Price 681810 2012 2013 2014 2015 2016 2017 2018 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 • 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 (Accrued Interest To Be Added) *Preliminary;subject to change. 4827-4276-8909.2 aw and Management 1978—1980 University Of Nebraska at Omaha 6001 Dodge St Omaha,NE 68182 2 Years Pre Law. (Security and Exchange and Anti-Trust Law) Under Major: Communication B/J 1979— 1981 • [This page intentionally left blank.] • • 4827-4276-8909.2 Sanitary Sewerage Revenue Bonds Series of 2011 Maturity CUSIP (November 15) Amount Interest Rate Price 681810 2012 2013 2014 2015 2016 2017 2018 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 • 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 (Accrued Interest To Be Added) *Preliminary;subject to change. 4827-4276-8909.2 aw and Management 1978—1980 University Of Nebraska at Omaha 6001 Dodge St Omaha,NE 68182 2 Years Pre Law. (Security and Exchange and Anti-Trust Law) Under Major: Communication B/J 1979— 1981 APPENDIX B CITY OF OMAHA—GENERAL INFORMATION The following information is provided as a general introduction to the City of Omaha. The City of Omaha is NOT generally obligated with respect to the payment of the principal of and interest on the Bonds offered by the Official Statement. Form of Government Omaha operates with a strong mayor form of government. The Mayor is the City's full-time Chief Executive Officer. The City has a seven-member City Council. As a home-rule city, Omaha has all of the powers available to a home-rule city under the Nebraska Constitution. The Mayor and Council are elected for four-year terms. The Mayor is elected in a citywide election while the City Council members are elected by district. City Administration The executive and administrative powers of the City are vested in the Mayor, who is popularly elected for four years on a nonpartisan basis. The Honorable Jim Suttle was elected on May 12, 2009 to a four-year term of office ending in June 2013. Mayor Suttle held the position of Vice Chairman of the Board of Directors for the Omaha-based engineering and design firm, HDR, Inc. He also served as executive vice president and director of corporate development for HDR. He is a licensed professional engineer in Nebraska and has served as a member and chairman of the Nebraska Board of Engineers and Architects. In 2005, Mayor Suttle was elected to represent District 1 on the Omaha City Council. As a councilman, he served on the board of the Metropolitan Area Planning Agency and as a member of the Omaha-Douglas Building Commission. Mayor Suttle previously served as Public Works Director for the City of Omaha. The Mayor's cabinet consists of the chief officers of eleven City Departments. The Mayor appoints each Department head, except that the Library Board appoints the Public Library Director. City Financial Management and Controls City financial management is the responsibility of the Finance Department. In total, the Finance Department consists of 35 employees and is organized by division. The head of the Finance Department is the Finance Director of the City, Pam Spaccarotella. Ms. Spaccarotella has been Finance Director of the City since July 30, 2009. Most recently, Ms. Spaccarotella was an associate vice president at the Omaha-based trucking company Werner Enterprises. Major duties of the Finance Director include serving on the Mayor's Cabinet, Mayor's Budget Committee, the City's Annexation Task Force, Capital Improvement Priority Committee, Subdivision Review Committee and Tax Increment Financing Review Committee and serving as administrator of the Police and Fire Pension Board and the Omaha Employees' Retirement Board. Ms. Spaccarotella holds a master's degree in business administration from the University of Nebraska-Lincoln and a law degree from the University of Maine. She also served in the U.S. Air Force. Allen R. Herink, City Comptroller, has 36 years of experience as an accountant with the City of Omaha. He began his career with the City working in the Grants Accounting Division of the Finance Department. In 1990, he was transferred to the Budget and Accounting Division. In 1997, Mr. Herink 4827-4276-8909.2 r withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements." Such statements are generally identifiable by the terminology used, such as"plan,""expect,""estimate,""budget" or similar words. 4827-4276-8909.2 25 value of the Bonds. An example is the American Jobs Act of 2011 (S. 1549), proposed by the President and introduced in the Senate on September 13, 2011. If enacted as introduced, a provision of S. 1549 4827-4276-8909.2 24 y are purchased. The 4827-4276-8909.2 22 Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow agent or the Paying Agent and (c)that the Ordinance has become void and is discharged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v was promoted to Division Manager. He became Acting City Comptroller in July 2001 and City Comptroller in August 2003. Mr. Herink holds a Bachelor of Science degree with a major in Accounting from the University of Nebraska at Omaha. Irene M. Wolfe, Revenue Manager, has 21 years of experience with the City of Omaha. She began her career as an internal auditor for the Finance Department. She transferred to the Budget Division in 2002 and was promoted to Accountant III in 2003. In 2005, she was selected to serve as Revenue Manager. As Revenue Manager, Ms. Wolfe serves as the investment officer for the City, manages and supervises the Revenue Division, which includes Central Cashier, Violations Bureau, Centralized Billing Section and Keno section. As a revenue analyst, Ms. Wolfe is responsible for analyzing, forecasting, formulating and administering all City revenue sources. Ms. Wolfe holds a Bachelor of Science in Business Administration with a functional major in accounting from Central Missouri State University. She is a Certified Public Accountant (CPA) and a Certified Government Financial Manager (CGFM). The Revenue Division's activity includes budget implementation and the continuous monitoring and internal control of revenue against budget appropriations. It is responsible for the City's centralized billing procedures, the collection and deposit of moneys by the Central Cashier and the Violation Bureau and administration of the Keno game. Andrew W. Brott, Budget Manager, has six years of experience with the City of Omaha. He started as an Accountant in Public Works with his primary responsibility being the maintenance and calibration of the Combined Sewer Overflow (CSO) Financial Plan Model for the City. Later he transferred to City Finance, where he continued working with Public Works on budgeting, fund closings, and the CSO Financial Plan. In January 2010, Mr. Brott became the Budget Manager for the City of Omaha. Prior to working for the City, Mr. Brott was a Senior Auditor with the State of Nebraska Motor Fuels Division. He performed tax compliance audits for the State of Nebraska for ten years. Mr. Brott holds a Bachelor of Science degree with a Major in Accounting and a double Minor in Information Management and Business Administration from Bellevue University. Scott Winkler, Accounting Manager, has seven years of experience with the City of Omaha and nearly 25 years combined experience in accounting, auditing and financial management. Mr. Winkler began his career with the City as an Accountant 1 with the Budget and Accounting Division of the Finance Department. He was promoted to an Accountant II and then in February of 2010, to an Accountant III and the position of Accounting Manager. Mr. Winkler holds a Bachelor of Science degree with a major in Accounting and a Master of Arts degree in Information Systems, both from the University of Nebraska at Lincoln. He is a Certified Public Accountant(CPA) in the State of Nebraska. Financial Reporting Systems and Control Systems The Budget and Accounting Division of the Finance Department performs significant and ongoing monitoring of the financial performance of the operating departments/divisions after budget adoption. All equipment spending is prioritized, scheduled into semiannual acquisition periods and submitted by department heads to staff accountants for analysis and review prior to any purchasing activity by the City Purchasing Agent. All purchases and contracts in excess of $20,000 must be approved by formal City Council action. Department Directors and Division Managers run status reports detailing actual to budget performance as needed. The City Charter requires quarterly budget status reporting. These reports forecast year-end revenue and expenditure balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v Location and General Background Omaha, founded in 1854, is the largest city in the State of Nebraska. Omaha is the hub of a vast transportation network leading to all parts of the nation and thus offers significant advantages to business and industry competing in regional and national markets. This fact is substantiated by the growth of population, employment and income during recent years. Area and Population According to the 2010 Census the population of the eight-county Omaha Metropolitan Statistical Area("MSA"), comprising five Nebraska counties and three Iowa counties, numbered 865,350, with over 1.2 million within a 60-minute drive. The population of the City was approximately 408,958. Transportation Nearly 4.3 million passengers, over 99 million pounds of cargo and over 54.1 million pounds of mail passed through Eppley Airfield, Omaha's principal airport, in 2010. In the last decade, Eppley Airfield has made over$110 million in investments in terminal, apron, cargo area and runway expansions. Eppley Airfield offers over 170 flights per day and is serviced by eight national air carriers (number may change due to recent mergers within the airline industry), 11 regional airlines, eight air freight carriers and two full-service general aviation facilities. A total of 129 general aviation aircraft, including 34 executive jets, are based at Eppley Airfield. There are 90 departures out of Eppley Airfield daily. Omaha is general headquarters for the Union Pacific Railroad. The Burlington Northern Santa Fe and the Canadian National railroads also provide service and combine to make Omaha an important rail center. Two interstate highways (Interstate 80 and Interstate 29), five federal highways and seven state highways provide fast all-weather routes within Nebraska and to and from the rest of the nation. In addition, Interstate 480 (downtown spur) and Interstate 680 (circumferential route) provide quick access to all parts of the metropolitan area. More than 100 motor common carriers haul freight to and from Omaha and all parts of the nation, making Omaha a major Midwestern trucking center. Greyhound Bus Lines furnishes Omaha with transcontinental passenger service. Several smaller bus lines operate between Omaha and points in Iowa and Nebraska. Utility Services Residential, commercial and industrial electric service rates in Omaha historically have been below the national averages, according to reports of the Edison Electric Institute in its Statistical Yearbook of the Electrical Utility Industry. In addition to low rates, the Omaha Public Power District, a Nebraska political subdivision, assures its customers ample power with a net generating capability of 3,224.7 megawatts. The Metropolitan Utilities District("MUD"), a Nebraska political subdivision, distributes natural gas and water in the Omaha area. Rates compare favorably with those prevailing in other metropolitan areas in the nation. Omaha has a plentiful water supply (Missouri River and Platte River wells) and a water system designed to the standards of the National Board of Fire Underwriters, with a current capacity of 333 million gallons a day. MUD's supply of natural gas is purchased wholesale from Northern Natural Gas Company. This supply is supplemented with peak-shaving storage facilities which 4827-4276-8909.2 B-3 s for analysis and review prior to any purchasing activity by the City Purchasing Agent. All purchases and contracts in excess of $20,000 must be approved by formal City Council action. Department Directors and Division Managers run status reports detailing actual to budget performance as needed. The City Charter requires quarterly budget status reporting. These reports forecast year-end revenue and expenditure balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v can provide up to approximately 30% of peak demand. There have been no interruptions of natural gas service to firm commercial and residential customers and no interruptions are expected in the foreseeable future. MUD continues to add new natural gas customers. Education Omaha is an important educational center and is the location of Creighton University, the University of Nebraska at Omaha and the University of Nebraska Medical Center. These institutions, together with three additional colleges located in Omaha, offer educational programs at the graduate and undergraduate levels, in law, and in the health professions: medicine, dentistry, nursing and pharmacy. Public elementary and secondary education is provided by five local school districts: School District of Omaha, Douglas County School District No. 66, School District of Elkhorn, School District of Millard and School District of Ralston. The School District of Omaha has the largest enrollment of pupils residing within the City. The City is also served by a number of private and parochial schools at both the elementary and secondary levels. In 2010 the publication "Business Facilities" ranked the State of Nebraska on its Best Education Climate list. Section 79-2102, R.S., Supp. 2007, established a"learning community" comprising the 11 school districts (including the five school districts named above) in Douglas County and Sarpy County, Nebraska. Among other things, the learning community is responsible for levying and distributing common tax levies,approving focus schools and developing integration and diversity plans. Military The missions of U.S. Strategic Command are: to deter attacks on U.S. vital interests, to ensure U.S. freedom of action in space and cyberspace, to deliver integrated kinetic and non-kinetic effects to include nuclear and information operations in support of U.S. Joint Force Commander operations, to synchronize global missile defense plans and operations, to synchronize regional combating of weapons of mass destruction plans, to provide integrated surveillance and reconnaissance allocation recommendations to the Secretary of Defense, and to advocate for capabilities as assigned. The estimated economic impact of Offutt Air Force Base on the Greater Omaha community is more than $2.9 billion. Economy Omaha's economy was founded on the livestock industry in the late nineteenth century. Omaha is a major grain exchange market in the United States. Food processing is also an important part of the economy and is represented by such companies as ConAgra Foods, Inc., Kellogg Company and Omaha Steaks International. The geographic centrality of Omaha in the United States has encouraged commercial development, and the City is home to five Fortune 500 companies, which represent a diverse array of industries: Berkshire Hathaway, ConAgra Foods, Inc., Mutual of Omaha, Peter Kiewit Sons', Inc. and Union, Pacific Corp. The City's economy continues to diversify, although it still remains agriculturally oriented. The Omaha MSA contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v major discount stock brokerage firm, and more than 20 insurance companies (with over 50 employees each), including Mutual of Omaha, the world's largest mutual health and accident company, and Woodmen of the World Life Insurance Society, the largest fraternal life insurance company. Meatpacking employment in the Omaha area is at its highest level in 40 years. In December of 2008, meatpacking jobs in the Omaha MSA numbered 7,300. The district offices of the Farm Credit System for Nebraska, Iowa, South Dakota and Wyoming are headquartered in Omaha. The City is economically attractive to potential residents. The cost of living in the City in 2010 across all categories was 88.2% of the national average. Omaha MSA residents enjoy a median household income of$57,268, 10% higher than the national average. The June 2010 seasonally adjusted unemployment rate for the Omaha MSA was 4.7%,compared with 9.2%for the United States. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4827-4276-8909.2 B-5 ed by a number of private and parochial schools at both the elementary and secondary levels. In 2010 the publication "Business Facilities" ranked the State of Nebraska on its Best Education Climate list. Section 79-2102, R.S., Supp. 2007, established a"learning community" comprising the 11 school districts (including the five school districts named above) in Douglas County and Sarpy County, Nebraska. Among other things, the learning community is responsible for levying and distributing common tax levies,approving focus schools and developing integration and diversity plans. Military The missions of U.S. Strategic Command are: to deter attacks on U.S. vital interests, to ensure U.S. freedom of action in space and cyberspace, to deliver integrated kinetic and non-kinetic effects to include nuclear and information operations in support of U.S. Joint Force Commander operations, to synchronize global missile defense plans and operations, to synchronize regional combating of weapons of mass destruction plans, to provide integrated surveillance and reconnaissance allocation recommendations to the Secretary of Defense, and to advocate for capabilities as assigned. The estimated economic impact of Offutt Air Force Base on the Greater Omaha community is more than $2.9 billion. Economy Omaha's economy was founded on the livestock industry in the late nineteenth century. Omaha is a major grain exchange market in the United States. Food processing is also an important part of the economy and is represented by such companies as ConAgra Foods, Inc., Kellogg Company and Omaha Steaks International. The geographic centrality of Omaha in the United States has encouraged commercial development, and the City is home to five Fortune 500 companies, which represent a diverse array of industries: Berkshire Hathaway, ConAgra Foods, Inc., Mutual of Omaha, Peter Kiewit Sons', Inc. and Union, Pacific Corp. The City's economy continues to diversify, although it still remains agriculturally oriented. The Omaha MSA contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v CITY OF OMAHA- SELECTED ECONOMIC INDICATORS Omaha MSA Population and Employment Population ' Employment 2 1950 366,395* 163,050* 1960 457,873* 188,950* 1970 542,646* 241,650* 1980 569,614* 261,532* 1990 687,569 355,200 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 *Population and employment figures are for the previous five-county metropolitan statistical area. ' 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 2009 Average for 2010 Average for 2011* Number % of Total Number % of Total Number % of Total Mining, Logging and Construction 23,800 5.2 20,900 4.6 20,071 4.4 Manufacturing 31,500 6.9 31,000 6.8 31,486 6.9 Trade, Transportation and Utilities 95,100 20.7 94,000 20.6 94,857 20.7 Information 11,500 2.5 11,100 2.4 10,643 2.3 Financial Activities 40,100 8.7 40,200 8.8 40,171 8.8 Professional and Business Services 62,800 13.7 63,000 13.8 64,900 14.2 Education and Healthcare Services 69,100 15.0 70,100 15.4 70,657 15.4 Leisure and Hospitality 44,200 9.6 43,600 9.6 43,529 9.5 Other Services 17,100 3.7 17,600 3.9 17,829 3.9 Government 64,400 14.0 65,100 14.3 64,443 14.1 Total Non-Farm Employment 459,500 100.0 456,500 100.0 453,586 100.0 *Average through July 2011 Source: U.S.Bureau of Labor Statistics:State and Area Employment,Hours and Earnings 4827-4276-8909.2 B-6 , and reconnaissance allocation recommendations to the Secretary of Defense, and to advocate for capabilities as assigned. The estimated economic impact of Offutt Air Force Base on the Greater Omaha community is more than $2.9 billion. Economy Omaha's economy was founded on the livestock industry in the late nineteenth century. Omaha is a major grain exchange market in the United States. Food processing is also an important part of the economy and is represented by such companies as ConAgra Foods, Inc., Kellogg Company and Omaha Steaks International. The geographic centrality of Omaha in the United States has encouraged commercial development, and the City is home to five Fortune 500 companies, which represent a diverse array of industries: Berkshire Hathaway, ConAgra Foods, Inc., Mutual of Omaha, Peter Kiewit Sons', Inc. and Union, Pacific Corp. The City's economy continues to diversify, although it still remains agriculturally oriented. The Omaha MSA contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v 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 $32,412 $30,308 2001 $27,905,005 $33,409 $31,133 2002 $26,879,221 $34,356 $31,444 2003 $27,922,390 $35,321 $32,244 2004 $29,683,944 $37,084 $33,857 2005 $31,076,985 $38,343 $35,398 2006 $33,391,162 $40,718 $37,679 2007 $35,244,303 $42,505 $39,441 2008 $36,927,217 $43,999 $40,876 2009 $36,513,741 $42,982 $38,800 Source: Bureau of Economic Analysis,SA1-3,CA1-3. 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 8,365,580 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 Source: Nebraska Department of Revenue. I 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. 4 2 -42 -8909.2 B-7 8 7 76 829 3.9 Government 64,400 14.0 65,100 14.3 64,443 14.1 Total Non-Farm Employment 459,500 100.0 456,500 100.0 453,586 100.0 *Average through July 2011 Source: U.S.Bureau of Labor Statistics:State and Area Employment,Hours and Earnings 4827-4276-8909.2 B-6 , and reconnaissance allocation recommendations to the Secretary of Defense, and to advocate for capabilities as assigned. The estimated economic impact of Offutt Air Force Base on the Greater Omaha community is more than $2.9 billion. Economy Omaha's economy was founded on the livestock industry in the late nineteenth century. Omaha is a major grain exchange market in the United States. Food processing is also an important part of the economy and is represented by such companies as ConAgra Foods, Inc., Kellogg Company and Omaha Steaks International. The geographic centrality of Omaha in the United States has encouraged commercial development, and the City is home to five Fortune 500 companies, which represent a diverse array of industries: Berkshire Hathaway, ConAgra Foods, Inc., Mutual of Omaha, Peter Kiewit Sons', Inc. and Union, Pacific Corp. The City's economy continues to diversify, although it still remains agriculturally oriented. The Omaha MSA contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v 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 367,800,192* 2003 633,542,187 Source: Division of Permits and Inspections,City of Omaha.*As of August 31,2011 Largest Employers—City of Omaha Metro Area August 23,2011 Company Product/Service Number of Employees Alegent Health Healthcare 9,000 Offutt Air Force Base* National Security 8,879 Omaha Public Schools Education 7,500 The Nebraska Medical Center Healthcare 5,600 Methodist Health System Healthcare 5,199 First Data Transaction Processing 5,000 University of Nebraska Medical Center Healthcare 4,974 Union Pacific Railroad 4,500 First National Bank of Omaha Banking 3,707 Mutual of Omaha Insurance 3,548 Walmart Stores Store 3,500 West Corp. Telemarketing. 3,400 City of Omaha Administration 3,000 ConAgra Foods Food products 3,000 Creighton University Education 3,000 University of Nebraska at Omaha Education 3,000 Millard Public Schools Education . 2,767 Target Stores Dept. Stores 2,565 PayPal Transaction Processing 2,500 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). 4827-4276-8909.2 B-8 e and Area Employment,Hours and Earnings 4827-4276-8909.2 B-6 , and reconnaissance allocation recommendations to the Secretary of Defense, and to advocate for capabilities as assigned. The estimated economic impact of Offutt Air Force Base on the Greater Omaha community is more than $2.9 billion. Economy Omaha's economy was founded on the livestock industry in the late nineteenth century. Omaha is a major grain exchange market in the United States. Food processing is also an important part of the economy and is represented by such companies as ConAgra Foods, Inc., Kellogg Company and Omaha Steaks International. The geographic centrality of Omaha in the United States has encouraged commercial development, and the City is home to five Fortune 500 companies, which represent a diverse array of industries: Berkshire Hathaway, ConAgra Foods, Inc., Mutual of Omaha, Peter Kiewit Sons', Inc. and Union, Pacific Corp. The City's economy continues to diversify, although it still remains agriculturally oriented. The Omaha MSA contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING Following is the text of Section 19 of the Second Supplemental Ordinance. Such Ordinance provisions comprise the City's continuing disclosure undertakings pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)with respect to the Bonds. (a) That the City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Bonds in accordance 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"). Capitalized terms used in this Section 19 and not otherwise defined in this Ordinance shall have the meanings assigned such terms in subsection (d) hereof. It being the intention of the City that there be full and complete compliance with the Rule, this Section shall be construed in accordance with the written interpretative guidance and no-action letters published from time to time by the Securities and Exchange Commission and its staff with respect to the Rule. (b) The City undertakes to provide the following information as provided, in this Section 19: (i) Annual Financial Information; (ii) Audited Financial Statements, if any; and (iii) Material Event Notices. (c) (i) 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 "Report Date") to the MSRB in an electronic format accompanied by identifying information as prescribed by the MSRB. The City shall include with each submission of Annual Financial Information a written representation to the effect that the Annual Financial Information is the Annual Financial Information required by this Section 19 and that it complies with the applicable requirements of this Section 19 and that it has been provided to the MSRB. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to the MSRB. It shall be sufficient if the City 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. (ii) If not provided, as part of the Annual Financial Information, the City shall provide the Audited Financial Statements when and if available while any Bonds are outstanding to the MSRB. (iii) If a Material Event occurs while any Bonds are Outstanding, the City 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. 4827-4276-8909.2 contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v (iv) The City shall provide in a timely manner to the MSRB notice of any failure by the City while any Bonds are outstanding to provide to the MSRB Annual Financial Information on or before the Report Date. (v) Any filing or report under this Section 19 may be made solely by transmitting such filing or report to the MSRB in an electronic format accompanied by identifying information as prescribed by the MSRB. (d) The following are the definitions of the capitalized terms used in this Section 19 and not otherwise defined in this Ordinance: (i) "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 final official statement with respect to the Bonds. 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. (ii) "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 such auditor as shall be then required or permitted by the laws of the State of Nebraska. (iii) "Material Event" means any of the following events, with respect to the Bonds: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) • 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; (7) Modifications to rights of Bondholders, if material; (8) Bond calls, if material,and tender offers; (9) Defeasances; 4827-4276-8909.2 C-2 (ii) If not provided, as part of the Annual Financial Information, the City shall provide the Audited Financial Statements when and if available while any Bonds are outstanding to the MSRB. (iii) If a Material Event occurs while any Bonds are Outstanding, the City 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. 4827-4276-8909.2 contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v (10) Release, substitution or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the City; (13) The consummation of a merger, consolidation or acquisition involving the City or the sale of all or substantially all of the assets of the City 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 (14) Appointment of a successor or additional paying agent or the change of name of a paying agent, if material. (e) "Material Event Notice"means electronic notice of a Material Event. (f) "MSRB"means the Municipal Securities Rulemaking Board. On July 1, 2009 the MSRB became 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 Section 19. Reference is made to Commission Release No. 34-59062, 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 Section 19,the City shall comply with the Release and with EMMA. (g) (i) 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 Section 19, or any provision hereof, shall be null and void in the event that the City obtains an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Section 19, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds, provided that the City shall have provided notice of such delivery and the cancellation of this Section 19 to the MSRB. (ii) This Section 19 may be amended, without the consent of the Bondholders, but only upon the City obtaining 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 Section 19 by the City with the Rule, provided that the City shall have provided notice of such delivery and of the amendment to the MSRB. Any such amendment shall satisfy, unless otherwise permitted by the Rule, the following conditions: (1) The amendment may only be made 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 issuer or type of business conducted; 4827-4276-8909.2 C-3 numbers of the Bonds. 4827-4276-8909.2 contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v (2) This Section 19, 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 interests of Bondholders, as determined either by parties unaffiliated with the City (such as nationally recognized bond counsel), or by approving vote of Bondholders pursuant to the terms of this Ordinance at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change, if any, in the type of operating data or financial information being provided. (h) Any failure by the City to perform in accordance with this Section 19 shall not constitute an Event of Default with respect to the Bonds. If the City fails to comply herewith, any Bondholder or Beneficial Owner 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. • 4827-4276-8909.2 C-4 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 Section 19,the City shall comply with the Release and with EMMA. (g) (i) 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 Section 19, or any provision hereof, shall be null and void in the event that the City obtains an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Section 19, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds, provided that the City shall have provided notice of such delivery and the cancellation of this Section 19 to the MSRB. (ii) This Section 19 may be amended, without the consent of the Bondholders, but only upon the City obtaining 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 Section 19 by the City with the Rule, provided that the City shall have provided notice of such delivery and of the amendment to the MSRB. Any such amendment shall satisfy, unless otherwise permitted by the Rule, the following conditions: (1) The amendment may only be made 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 issuer or type of business conducted; 4827-4276-8909.2 C-3 numbers of the Bonds. 4827-4276-8909.2 contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v f APPENDIX D FORM OF BOND COUNSEL OPINION [DATE OF DELIVERY] City Council of the City of Omaha,Nebraska 1819 Farnam Street Omaha,NE 68183 CITY OF OMAHA,NEBRASKA SANITARY SEWERAGE SYSTEM REVENUE BONDS SERIES OF 2011 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by the City of Omaha (the "City"), a municipal corporation in the State of Nebraska, of its $ Sanitary Sewerage System Revenue Bonds, Series of 2011 (the "Bonds"). The Bonds are issuable as fully registered Bonds without coupons dated as of their date of delivery in the denomination of$5,000 or any integral multiple thereof, bearing interest payable semiannually on May 15 and November 15 of each year, commencing May 15, 2012, at the rates per annum set forth in the schedule below and maturing serially and as term bonds in numerical order on November 15, in each of the years and in the principal amounts as follows: Maturity Maturity (November Interest (November • Interest 15) Amount Rate 15) Amount Rate 2012 $ % 2027 $ 2013 2028 2014 2029 2015 2030 2016 2031 2017 2032 2018 2033 2019 2034 2020 2035 2021 2036 2022 2037 2023 2038 2024 2039 .2025 2040 2026 2041 4827-4276-8909.2 e 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 Section 19, or any provision hereof, shall be null and void in the event that the City obtains an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Section 19, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds, provided that the City shall have provided notice of such delivery and the cancellation of this Section 19 to the MSRB. (ii) This Section 19 may be amended, without the consent of the Bondholders, but only upon the City obtaining 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 Section 19 by the City with the Rule, provided that the City shall have provided notice of such delivery and of the amendment to the MSRB. Any such amendment shall satisfy, unless otherwise permitted by the Rule, the following conditions: (1) The amendment may only be made 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 issuer or type of business conducted; 4827-4276-8909.2 C-3 numbers of the Bonds. 4827-4276-8909.2 contains more than 700 manufacturing plants, including plants operated by Lozier Corporation and Valmont Industries Inc. In the early 1980s, Omaha began developing as a major participant in the reservation, customer service and direct-response center industry. Currently, there are 49 such firms located within the City. In total they employ a labor force in excess of 30,000. Major employers in this group include First Data Corporation, Oriental Trading Co., Inc., West Corporation, PayPal, Marriott Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one of the largest construction and mining organizations in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v The Bonds are subject to optional redemption prior to their stated maturities. The Bonds recite that they are issued by the City,to pay the costs of the acquisition, construction, improving and equipping of certain capital improvements to the City's sanitary sewerage system, under the Constitution and laws of the State of Nebraska, including Sections 18-501 to 18-512, Reissue Revised Statutes of Nebraska, as amended, the Home Rule Charter of the City of Omaha, as amended, and Ordinance Nos. 37507 and 39149 of the City Council (collectively,the"Ordinance")of the City duly enacted and adopted. The Ordinance provides that the City shall deposit to the credit of the Revenue Fund (as hereinafter defined) a sufficient amount of Revenues (as defined in the Ordinance) to,pay the principal of and interest on the bonds of each series issued under the provisions of the Ordinance as they become due. The Ordinance permits the issuance, under the conditions, limitations and restrictions therein set forth, of additional bonds to be issued under separate ordinances on a parity with the outstanding bonds previously issued under the Ordinance or such a separate ordinance. The Bonds are secured by the Revenues on a parity with the City's Sanitary Sewerage System Revenue Bonds, Series of 2006, the City's Sanitary Sewerage System Revenue Bonds, Taxable Series of 2009B (Build America Bonds—Direct Payment), the City's Sanitary Sewerage System Revenue Refunding Bonds, Series of 2010A, the City's Taxable Sanitary Sewerage System Revenue Bonds (Recovery Zone Economic Development Bonds—Direct Payment), Series of 201013.and the City of Elkhorn, Nebraska Sewer Revenue Refunding Bonds, Series 2003 (assumed by the City upon its annexation in 2007 of the former City of Elkhorn). The City of Omaha has covenanted in the Ordinance to at all times do and perform all acts and things permitted by law and necessary or desirable to assure that, for purposes of federal income taxation, the interest on the Bonds be excludable from the gross income of the recipient under the Internal Revenue Code of 1986, as amended(the"Code"). We have examined the Constitution and laws of the State of Nebraska, the Charter of the City, certified copies of proceedings of the City Council of the City authorizing the issuance of the Bonds, the Ordinance and the form of an executed bond of said issue. From such examination,we are of the opinion that: 1. The City is a municipal corporation of the State of Nebraska duly organized and validly existing under the Constitution and laws of the State of Nebraska and has the full right, power and authority under said laws to issue revenue bonds, such as the Bonds, for the purpose of obtaining funds to provide capital improvements for the City's sanitary sewerage system. 2. The Bonds have been duly authorized, executed, issued and delivered under the provisions of the Ordinance for the purpose of providing moneys for (a)paying the costs of the Improvements, (b)establishing a reserve for the Bonds in an amount equal to the Reserve Account Requirement to be credited to the Sewer Revenue Bond Reserve Account of the Revenue Fund and(c)paying costs of issuing the Bonds. 3. The Bonds are legal, valid and binding special obligations of the City enforceable in accordance with their terms, and payable solely from the special fund specified by the Ordinance and designated the"Sewer Revenue Fund"(the"Revenue Fund"). 4. The City is not obligated to pay the Bonds or the interest thereon except from the Revenues, as provided in the Ordinance,and the full faith and credit of the City are not pledged to the payment of such principal or interest. 4827-4276-8909.2 D-2 s in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v a 5. Under existing laws, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Bonds (including original issue discount treated as interest) is excludable from gross income for federal income tax purposes and interest on the Bonds is not a specific preference item for purposes of the alternative minimum tax provisions contained in the Code. Interest on the Bonds, however, will be included in the "adjusted current earnings" of certain corporations 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 over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has covenanted in the Ordinance and the Tax Compliance Certificate to comply with certain covenants designed to assure that interest on the Bonds will not become includible in gross income for federal income tax purposes. Failure to comply with these covenants may result in interest on the Bonds being included in gross income from the date of issue of the Bonds. Our opinion assumes compliance with such covenants. 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. 6. Assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Bonds is exempt from Nebraska state income taxation as long as it is exempt for purposes of the federal income tax. It is to be understood that the rights of the owners of the Bonds and the enforceability of the Bonds and the Ordinance may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. In order to ensure compliance with Treasury Circular 230, please note that: (i)this opinion was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding penalties that may be imposed on the taxpayer; and (ii)each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. Very truly yours, [To be signed and delivered at closing by Kutak Rock LLP] 4827-4276-8909.2 D-3 he Bonds in an amount equal to the Reserve Account Requirement to be credited to the Sewer Revenue Bond Reserve Account of the Revenue Fund and(c)paying costs of issuing the Bonds. 3. The Bonds are legal, valid and binding special obligations of the City enforceable in accordance with their terms, and payable solely from the special fund specified by the Ordinance and designated the"Sewer Revenue Fund"(the"Revenue Fund"). 4. The City is not obligated to pay the Bonds or the interest thereon except from the Revenues, as provided in the Ordinance,and the full faith and credit of the City are not pledged to the payment of such principal or interest. 4827-4276-8909.2 D-2 s in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v • BOND PURCHASE AGREEMENT November , 2011 $75,000,000 CITY OF OMAHA,NEBRASKA SANITARY SEWERAGE SYSTEM REVENUE BONDS SERIES OF 2011 The City of.Omaha 1819 Farnam Street • Omaha,NE 68183 Dear Mayor Suttle and Councilmembers: The undersigned (the "Underwriter") hereby offers to enter into this Bond Purchase Agreement with the City of Omaha, Nebraska (the "City"), which, upon the acceptance of this offer, will be binding upon the City and upon the Underwriter. This offer is made subject to the City's acceptance by the execution of the Award Certificate of the City dated the date,hereof and signed by the Finance Director of the City, the form of which is attached hereto as Exhibit A(the "Award Certificate") for the above-captioned series of bonds, the execution of this Bond Purchase Agreement (the "Agreement") and its delivery to the Underwriter on the date first above written, and the effectiveness of the Ordinance(hereinafter defined). 1. Upon the terms and conditions and upon the basis of the representations and warranties hereinafter set forth or referred to, the Underwriter hereby agrees to purchase from the City for offering to prospective investors, and the City hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) its $75,000,000 aggregate principal amount of City of Omaha Sanitary Sewerage System Revenue Bonds, Series of 2011 (the "Bonds"), which Bonds are to be dated the delivery date thereof, expected to be December 1, 2011, at the aggregate purchase price of [ ]% ($ ]) of the aggregate principal amount thereof (par minus Underwriter's discount of$[ ] plus $[ ] of net premium) plus $-0- accrued interest on the Bonds. The Bonds shall be as described in, and shall be issued pursuant to, Ordinance No. 37507 of the City passed on October 24, 2006 as supplemented by Ordinance No. [ ] passed on November 1, 2011 (collectively the "Ordinance") and the Award Certificate, for the purpose of the acquisition, construction, improving and equipping of certain capital improvements for the City's sanitary sewerage system. 2. The Underwriter agrees to make an offering of all of the Bonds at not in excess of the initial offering prices (which may be expressed in terms of yield) which shall be as set forth on Schedule A attached hereto. In the sole discretion of the Underwriter, but only after consulting with the City, the offering by the Underwriter may be a bona fide public offering or 4818-1223-5277.1 o be used, and cannot be used, by any taxpayer for the purpose of avoiding penalties that may be imposed on the taxpayer; and (ii)each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. Very truly yours, [To be signed and delivered at closing by Kutak Rock LLP] 4827-4276-8909.2 D-3 he Bonds in an amount equal to the Reserve Account Requirement to be credited to the Sewer Revenue Bond Reserve Account of the Revenue Fund and(c)paying costs of issuing the Bonds. 3. The Bonds are legal, valid and binding special obligations of the City enforceable in accordance with their terms, and payable solely from the special fund specified by the Ordinance and designated the"Sewer Revenue Fund"(the"Revenue Fund"). 4. The City is not obligated to pay the Bonds or the interest thereon except from the Revenues, as provided in the Ordinance,and the full faith and credit of the City are not pledged to the payment of such principal or interest. 4827-4276-8909.2 D-2 s in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v may be an offering limited to selected institutional investors. In the event of a bona fide public offering, the Bonds may be offered and sold to certain dealers (including the Underwriter and other dealers depositing such Bonds into investment trusts) at prices lower than such initial public offering prices. 3. The Underwriter shall deliver funds to the City on the date hereof in the form of a wire transfer of immediately available moneys in the amount equal to 1% of the aggregate principal amount of the Bonds. No interest on the deposit will accrue to the Underwriter. The City agrees to hold the deposit until the Closing as security for the performance by the Underwriter of its obligation to accept and pay for the Bonds at the Closing and, in the event of compliance by the Underwriter with such obligation, the deposit shall be applied, without allowance for interest, against the purchase price when the Bonds are delivered to and paid for by the Underwriter. In the event the City does not accept this offer, such deposit shall be immediately returned to the Underwriter in the form of a wire transfer of immediately available moneys. In the event of the City's failure to deliver the Bonds at the Closing, or if the City shall be unable at or prior to the date of the Closing to satisfy the conditions to the obligations of the Underwriter contained herein, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate, and neither the Underwriter nor the City shall be under any further obligation hereunder, except that the deposit referred to in this paragraph 3 shall be returned immediately to the Underwriter by the City in the form of a wire transfer of immediately available moneys, and the respective obligations of the City and the Underwriter for the payment of expenses as provided in paragraph 10 hereof shall continue in full force and effect. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Bonds at the Closing as herein provided, the deposit will be retained by the City as liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and the retention of such deposit shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults. 4.(a) At the time of or before the Closing by the City hereof, the City shall deliver to the Underwriter(unless separately waived by the Underwriter): (i) a certified copy of the Ordinance (including(a) the City's undertaking (the "Undertaking") to provide ongoing disclosure about the City for the benefit of the bondholders and beneficial owners of the Bonds, as required by Section(b)(5)(i) of the Rule, as hereinafter defined, and summarized in the Preliminary Official Statement referred to below and (b) authorization and delegation to the Finance Director of the City for the execution and delivery of the Award Certificate) together with such reasonable number of certified copies of the Ordinance as the undersigned shall request; (ii) certified copies of Resolution No. F 1 (the "POS Resolution") adopted by the City Council of the City on November 1, 2011, which included authorization of the Preliminary Official Statement dated November 1, 2011 for use by the Underwriter and authorization of the form of this Agreement, together with such reasonable number of certified copies of the POS Resolution as the undersigned shall request; (iii) an executed copy of the Award Certificate. 4818-1223-5277.1 2 nterest. 4827-4276-8909.2 D-2 s in North America, TD Ameritrade, a 4827-4276-8909.2 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v It is understood that the Underwriter may not waive receipt of the ongoing disclosure Undertaking referred to in clause(i). (b) (i) The City agrees to deliver to the Underwriter, at such address as the Underwriter shall specify, as many copies of the Official Statement dated the date hereof relating to the Bonds (the "Final Official Statement") as the Underwriter shall reasonably request as necessary to comply with paragraph(b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule") and with Rules G-32 and G-36 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such Final Official Statements within seven business days after the execution hereof or on such earlier date as is necessary so that any confirmation that requests payment from a customer of the Underwriter may include a copy of the Final Official Statement. (ii) The City hereby authorizes, approves and deems final the Preliminary Official Statement dated November 1, 2011 and the Final Official Statement (the Final Official Statement, the Preliminary Official Statement and any amendments or supplements that may be authorized for use with respect to the Borids are herein referred to collectively as the "Official Statement"), consents to their distribution and use by the Underwriter and authorizes the approval of the Final Official Statement by the execution thereof by the Mayor of the City. Additionally, the City hereby authorizes the Underwriter to use and distribute all other documents, certificates and statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Agreement, in connection with the issuance and sale of the Bonds. (iii) The Underwriter shall give notice to the City on the date, if earlier than 25 days after the Closing, after which the Underwriter is no longer obligated to deliver Final Official Statements pursuant to paragraph(b)(4) of the Rule. (iv) Prior to the earlier of (i)receipt of notice from the Underwriter pursuant to Section 4(b)(iii) hereof that Final Official Statements are no longer required under the Rule or (ii) 25 days after the Closing, the City shall provide the Underwriter with such information regarding its current financial condition and ongoing operations as the City shall deem material and such other information concerning the City as the Underwriter may reasonably request. (v) If, at any time prior to the earlier of(1) receipt of notice from the Underwriter pursuant to Section 4(b)(iii) hereof that Final Official Statements are no longer required to be delivered under the Rule or(2) 25 days after the Closing, any event occurs, of which the City has knowledge, which might or would cause the information in the Preliminary Official Statement or the Final Official Statement, as then supplemented or amended,to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the City shall notify the Underwriter, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Final Official Statement, the City shall amend or supplement the Preliminary Official Statement or the Final Official Statement in a form and in a manner approved by the Underwriter,provided all expenses thereby incurred shall be paid by the City. Any information supplied by the City for inclusion in any amendments or supplements to 4818-1223-5277.1 3 B-4 balances for all operating departments/divisions. Material variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v the Preliminary or Final Official Statement will not contain any untrue or misleading statement of a material fact relating to the City or omit to state any material fact relating to the City necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 5.(a) The City represents and warrants to the Underwriter that (i) the Preliminary Official Statement is (except as subsequently modified by the Final Official Statement), and the Official Statement will be, true and correct in all material respects, contain and will at all times following publication, to and including the date of the Closing, contain no misstatement of any material fact and did not and will not at any such time omit any statement or information which is necessary to make the statements and information contained therein not misleading in any material respect; (ii) Appendix C to the Preliminary Official Statement and Final Official Statement contains the Undertaking into which the City will enter pursuant to the Ordinance; (iii)both at the time of the City's acceptance hereof and at the time of the Closing, the City is and will be duly existing as a municipal corporation and a body corporate and politic of the State of Nebraska with full legal right, power and authority to issue the Bonds, apply the proceeds thereof and perform its obligations as set forth in the Ordinance; (iv) from the time of the City's acceptance hereof through the date of the Closing, the City will not have incurred any material liabilities, direct or contingent, or entered into any material transaction, in either case other than in the ordinary course of its business, and there shall not have been any material adverse change in the financial condition of the City other than changes in the ordinary course of business in each such case, except as contemplated by the Official Statement; (v) the passage of the Ordinance and the execution and delivery of this Agreement and the Bonds and compliance with the provisions thereof will not conflict with or constitute a breach of or a default under any law, administrative regulation, court decree, resolution or agreement to which the City is subject; and (vi) except as otherwise stated in the Official Statement, the City is in full compliance with each and every ongoing disclosure undertaking previously entered into by it pursuant to Section(b)(5)(i) of the Rule. (b) The Underwriter represents and warrants to the City that the material in the Preliminary Official Statement under the caption "UNDERWRITING" is true and correct in all material respects and does not omit any information that is necessary to make the statements contained therein not misleading in any material respect. 6. At 10:00 a.m., Omaha time, on December 1, 2011, or on such business day not later than December 31, 2011 as shall have been mutually agreed upon by the Finance Director of the City and the Underwriter(the"Closing Time"),the City will deliver to the Underwriter the Bonds in definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v Payment for and delivery of the Bonds as aforesaid shall be made at the office of Kutak Rock LLP, in Omaha, Nebraska, except that physical delivery of the Bonds, shall be made to The Depository Trust Company ("DTC") in the form of one bond certificate for each stated Bond maturity registered in the name of Cede & Co., as DTC's nominee, or at such place as may be mutually agreed upon. Such payment and delivery is hereby called the "Closing." The Bonds will be delivered as fully registered bonds without coupons. The City may deliver Bonds in temporary form to the Underwriter, as permitted by the Ordinance,but only upon the request or agreement of the Underwriter. 7. The obligations of the Underwriter hereunder are subject to the accuracy in all material respects of the representations and warranties of the City contained herein as of the date hereof and the date of the Closing and to the following additional conditions: (a) At the time of the Closing, (i)the Ordinance (including the Undertaking) shall be in full force and effect and shall not have been amended, modified or supplemented since the date hereof except as may have been agreed to in writing by the Underwriter, and the City shall have duly adopted and there shall be in full force and effect such additional ordinances and resolutions as shall, in the opinion of Kutak Rock LLP, Bond Counsel to the City, be necessary in connection with the transactions contemplated hereby, and (ii) the City shall perform or have performed all of its obligations required under or specified in this Agreement and the Ordinance to be performed at, simultaneously with or prior to the Closing. The Official Statement and the Ordinance shall be in full force and effect in the forms heretofore approved by the Underwriter, with only such changes therein as the Underwriter and the City shall have mutually agreed upon, and shall not have been amended without the consent of the Underwriter. (b) The Bonds shall have been duly authorized, executed and authenticated in accordance with the provisions of the Ordinance. (c) The Underwriter shall have the right to cancel its obligations hereunder to purchase the Bonds by notifying the City, in writing or by facsimile, of its election to do so subsequent to the date hereof and at or prior to the Closing if: (i) a decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be enacted by, the House of Representatives or the Senate, or be recommended to the Congress of the United States for passage by the President of the United States, or a decision by a court established under Article III of the Constitution of the United States, or a decision by the Tax Court of the United States, shall be rendered or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other 4818-1223-5277.1 5 l accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v income of the general character to be derived by the City or upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (ii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by, any governmental body, department or agency in the State of Nebraska, or a decision by any court of competent jurisdiction within the State of Nebraska shall be rendered which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (iii) legislation shall be introduced, by amendment or otherwise, in, or be enacted by the House of Representatives or the Senate of the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or other governmental agency having jurisdiction over the subject matter shall be made or proposed, to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds as contemplated hereby or by the Official Statement, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or with the purpose or effect of otherwise prohibiting the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds as contemplated hereby or by the Official Statement; (iv) any event shall have occurred, or information become known, which, in the Underwriter's opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in the Official Statement, as originally circulated, or has the effect that the Official Statement, as originally circulated, contains an untrue, incorrect or misleading statement of a material fact or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (v) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (vi) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds, or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; 4818-1223-5277.1 6 ates, or a decision by the Tax Court of the United States, shall be rendered or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other 4818-1223-5277.1 5 l accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v • (vii) a general banking moratorium shall have been established by federal, New York or Nebraska authorities, or the general suspension of trading on the New York or any other major stock exchanges shall have been declared; (viii) a default shall have occurred with respect to the obligations of, or proceedings have been instituted under the federal bankruptcy laws or any similar state laws by or against, any state of the United States or any city located in the United States having a population in excess of one million persons or any entity issuing obligations on behalf of such a city or state which, in the Underwriter's opinion,materially adversely affects the market price of the Bonds; (ix) any rating of the Bonds or any other securities of the City shall have been downgraded or withdrawn by Moody's Investors Service or Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.; or (x) a war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds. (d) At or prior to the Closing, the Underwriter shall receive: (i) The unqualified approving opinion as to the Bonds, dated the date of the Closing, of Kutak Rock LLP, as Bond Counsel. (ii) A certificate, satisfactory in form and substance to the Underwriter, of the Mayor and City Clerk, or of other appropriate officials satisfactory to the Underwriter, dated as of the Closing, to the effect that (A) the City has duly performed all of its obligations to be performed at or prior to the Closing; (B)the Bonds and the Ordinance conform to the descriptions thereof in the Official Statement; (C) this Agreement, the Ordinance and any and all other agreements and documents required to be executed, adopted or delivered by the City in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement have each been duly adopted, authorized, executed and delivered by the City, as the case may be, and as of the Closing each is in full force and effect; (D) other than as set forth in the Official Statement, no litigation or other proceedings are pending or, to the knowledge of either of the signers of such certificate, threatened in any court or other tribunal of competent jurisdiction, state or federal, against or involving the City or any of its members or any of the officers of the City in their official capacity, or restraining or enjoining the issuance, sale or delivery of any of the Bonds or the collection or application of the security pledged or to be pledged under the Ordinance to pay the principal of and interest on the Bonds, or in any way questioning or affecting the validity of the Bonds, the Ordinance, or this Agreement, or any of the proceedings for the authorization, sale, execution or delivery of the Bonds, or the 4818-1223-5277.1 7 ect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other 4818-1223-5277.1 5 l accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v organization or existence of the City, or the title to office of the officers of the City or the members thereof, or any powers of the City, including its powers to issue the Bonds; and (E) each of the representations and warranties of the City set forth in paragraph 5 hereof is true, accurate and complete in all material respects as of the Closing. (iii) A certificate, satisfactory in form and substance to the Underwriter, of the Finance Director of the City, dated as of the Closing, to the effect that on the date of this Agreement, and at the time of the Closing, (A)the information and statements, including financial information of or pertaining to the City, contained in the Official Statement were and are correct in all material respects; (B) insofar as the City and its affairs, including its financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (C) insofar as the descriptions and statements, including financial data, contained in the Official Statement of or pertaining to nongovernmental bodies or governmental bodies other than the City are concerned, such descriptions, statements and data have been obtained from sources believed by the City to be reliable, and the City has no reason to believe that they are untrue or incomplete in any material respect. (iv) The opinion of the Law Department of the City that (A) the Ordinance has been duly passed and is in full force and effect; (B)the Bonds have been legally and validly issued and are revenue bonds of the City secured by a pledge of the revenues of the City's sanitary sewerage system and (C)the Ordinance and this Agreement constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally. (v) Such additional legal opinions, certificates, agreements, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request at least three business days before the Closing Time to evidence compliance by the City with legal requirements, the truth and accuracy, as of the Closing Time, of the representations of the City contained herein and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the City. 8. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 4818-1223-5277.1 8 hich results in the imposition of federal income taxation, upon revenues or other 4818-1223-5277.1 5 l accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v 9. All representations, warranties and agreements of the City in this Agreement shall remain operative and in full force and effect, regardless of(i) any investigation made by or on behalf of the Underwriter or any person who controls the Underwriter, (ii) delivery of, and payment for, the Bonds hereunder and(iii) any termination of this Agreement. 10. The Underwriter, but only if the transactions contemplated hereby shall be consummated, shall be obligated to pay any expenses incident to the performance of the obligations of the City hereunder, including,but not limited to (a) all costs and expenses incident to the printing and preparation for printing or other reproduction of the Ordinance, the Preliminary Official Statement and Final Official Statement, together with a reasonable number of certified copies thereof; (b)the cost of preparing the definitive Bonds; and (c)the fees and disbursements of Kutak Rock LLP, as Bond Counsel, and in connection with the qualification of the Bonds for sale under the Securities or "Blue Sky" laws of various jurisdictions and the preparation of the Blue Sky Memorandum. If the transactions contemplated hereunder shall not be consummated for any reason, the City shall be obligated to pay all such costs and expenses. The Underwriter shall in any event pay (A) all advertising expenses in connection with the public offering of the Bonds and (B) all other expenses incurred by it in connection with the public offering and distribution of the Bonds. 11. This Agreement has been and is made solely for the benefit of the Underwriter and its respective successors and assigns and the City and its successors, and no other person, partnership, association or corporation shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser of the Bonds from the Underwriter merely because of such purchase. 12. Any notice or other communication to be given to the City under this Agreement may be given by mailing or delivering the same in writing (or, in the case of a notice given pursuant to paragraph 7(c) hereof, by facsimile transmission) to the City, addressed to the City, Omaha/Douglas Civic Center, 1819 Farnam Street, Omaha, Nebraska 68183, Facsimile Number (402) 444-5125, Attention: Finance Director, and any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to D.A. Davidson& Co., Suite 300, 1111 North 102nd Court, Omaha, Nebraska 68114, Attention: Daniel J. Smith. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 4818-1223-5277.1 9 ements then to be performed and all conditions then to be satisfied by the City. 8. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 4818-1223-5277.1 8 hich results in the imposition of federal income taxation, upon revenues or other 4818-1223-5277.1 5 l accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v 13. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska and may not be assigned by the City. Very truly yours, • D.A. DAVIDSON& CO. By Managing Director Accepted as of the date first above written: CITY OF OMAHA,NEBRASKA By Finance Director _ Attest: City Clerk (Seal) 4818-1223-5277.1 10 2033 2034 2035 2036 2037 2038 2039 2040 2041 (Accrued Interest To Be Added) *Preliminary;subject to change. 4827-4276-8909.2 aw and Management 1978—1980 University Of Nebraska at Omaha 6001 Dodge St Omaha,NE 68182 2 Years Pre Law. (Security and Exchange and Anti-Trust Law) Under Major: Communication B/J 1979— 1981 SCHEDULE A MATURITY SCHEDULE $75,000,000 City of Omaha,Nebraska Sanitary Sewerage Revenue Bonds Series of 2011 Maturity (November 15) Amount Interest Rate Price 2012 2013 2014 • 2015 2016 2017 2018 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 • 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 • • 4818-1223-5277.1 University Of Nebraska at Omaha 6001 Dodge St Omaha,NE 68182 2 Years Pre Law. (Security and Exchange and Anti-Trust Law) Under Major: Communication B/J 1979— 1981 EXHIBIT A AWARD CERTIFICATE OF THE FINANCE DIRECTOR OF THE CITY OF OMAHA The undersigned Finance Director of the City of Omaha, Nebraska (the "City") or the City Comptroller of the City, acting pursuant to the authority granted by Section 21 of that certain Ordinance No. duly passed by the City Council on November 1, 2011 (the "Ordinance"), does hereby determine to issue the bonds authorized by the Ordinance,to be designated as the City's Sanitary Sewerage System Revenue Bonds, Series of 2011 ("Bonds") to be dated and delivered December 1, 2011, in the original aggregate principal amount of $75,000,000, and to hereby fix and establish certain terms, conditions and provisions of the Bonds. The Bonds shall be issued in the principal amounts, shall mature on the dates and shall bear interest at the rates as follows: $75,000,000 City of Omaha,Nebraska Sanitary Sewerage Revenue Bonds Series of 2011 Maturity (November 15) Amount Interest Rate Price 2012 • 2013 2014 2015 2016 2017 2018 2018 2019 • 2020 • 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 4818-1223-5277.1 1 11. This Agreement has been and is made solely for the benefit of the Underwriter and its respective successors and assigns and the City and its successors, and no other person, partnership, association or corporation shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser of the Bonds from the Underwriter merely because of such purchase. 12. Any notice or other communication to be given to the City under this Agreement may be given by mailing or delivering the same in writing (or, in the case of a notice given pursuant to paragraph 7(c) hereof, by facsimile transmission) to the City, addressed to the City, Omaha/Douglas Civic Center, 1819 Farnam Street, Omaha, Nebraska 68183, Facsimile Number (402) 444-5125, Attention: Finance Director, and any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to D.A. Davidson& Co., Suite 300, 1111 North 102nd Court, Omaha, Nebraska 68114, Attention: Daniel J. Smith. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 4818-1223-5277.1 9 ements then to be performed and all conditions then to be satisfied by the City. 8. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 4818-1223-5277.1 8 hich results in the imposition of federal income taxation, upon revenues or other 4818-1223-5277.1 5 l accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v The Bonds shall bear interest at the respective rates set forth above, calculated on the basis of a 360-day year consisting of twelve 30-day months, payable on November 15 and May 15 of each year, commencing May 15, 2012. The Bonds shall be subject to optional redemption as set forth in the Ordinance. The Bonds due November 15, 20_ and November 15, 20_, shall be term bonds that shall be subject to mandatory redemption in part on November 15 of each of the years indicated below and shall be payable under the mandatory sinking fund redemption provisions of the Ordinance, at 100%of the principal amount so redeemed or paid, plus accrued interest thereon to the date of redemption, as set forth below: Year of Redemption Principal Amount of Bonds (November 15) to be Redeemed The Bonds shall be sold at an aggregate purchase price of $ ) (par minus Underwriter's discount of$ plus $ of net premium)plus $-0- accrued interest, in accordance with the terms and conditions of that certain Bond Purchase Agreement, dated November , 2011,between the City and D.A. Davidson& Co., as underwriter of the Bonds. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-2 4818-1223-5277.1 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 4818-1223-5277.1 1 11. This Agreement has been and is made solely for the benefit of the Underwriter and its respective successors and assigns and the City and its successors, and no other person, partnership, association or corporation shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser of the Bonds from the Underwriter merely because of such purchase. 12. Any notice or other communication to be given to the City under this Agreement may be given by mailing or delivering the same in writing (or, in the case of a notice given pursuant to paragraph 7(c) hereof, by facsimile transmission) to the City, addressed to the City, Omaha/Douglas Civic Center, 1819 Farnam Street, Omaha, Nebraska 68183, Facsimile Number (402) 444-5125, Attention: Finance Director, and any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to D.A. Davidson& Co., Suite 300, 1111 North 102nd Court, Omaha, Nebraska 68114, Attention: Daniel J. Smith. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 4818-1223-5277.1 9 ements then to be performed and all conditions then to be satisfied by the City. 8. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 4818-1223-5277.1 8 hich results in the imposition of federal income taxation, upon revenues or other 4818-1223-5277.1 5 l accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v IN WITNESS WHEREOF, I have executed this Certificate this day of November, 2011. By Pam Spaccarotella Finance Director 4818-1223-5277.1 Amount Interest Rate Price 2012 2013 2014 • 2015 2016 2017 2018 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 • 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 • • 4818-1223-5277.1 University Of Nebraska at Omaha 6001 Dodge St Omaha,NE 68182 2 Years Pre Law. (Security and Exchange and Anti-Trust Law) Under Major: Communication B/J 1979— 1981 1 c-asA 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 has been advised by the Finance Department of the City of Omaha that it is necessary and in the best interests of the City that sanitary sewerage system revenue bonds be authorized to be issued and sold by private, negotiated sale, and that the City issue said bonds as a single issue to be designated as Sanitary Sewerage System Revenue Bonds, Series of 2011 in the aggregate principal amount of not to exceed Seventy Five Million Dollars ($75,000,000) (the `Bonds"); and, WHEREAS, to enable D.A. Davidson & Co., the underwriter of said Bonds (the "Underwriter") to comply with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, it is necessary for the City of Omaha to provide the Underwriter with a preliminary • official statement which (except for certain omissions permitted by said 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, and WHEREAS, the City Council desires to approve the form and substance of a Bond Purchase Agreement (as hereinafter defined and attached hereto as Exhibit B) with respect to the Bonds and authorize its execution and delivery. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, the Preliminary Official Statement anticipated to be dated November 1, 2011 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); the delivery of the aforesaid Preliminary Official Statement on behalf of the City of Omaha by the Finance Director is hereby confirmed, ratified, authorized and approved, and the distribution of the Preliminary Official Statement by the Underwriter is hereby confirmed, ratified, authorized and approved. By Councilmember Adopted City Clerk Approved - Mayor 1 o., Suite 300, 1111 North 102nd Court, Omaha, Nebraska 68114, Attention: Daniel J. Smith. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 4818-1223-5277.1 9 ements then to be performed and all conditions then to be satisfied by the City. 8. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 4818-1223-5277.1 8 hich results in the imposition of federal income taxation, upon revenues or other 4818-1223-5277.1 5 l accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v C-25A • CITY OF. OMAHA LEGISLATIVE CHAMBER - • Omaha,Nebraska PAGE 2 THAT, the City Council has received a proposed form of purchase contract VOrthelifonds (the "Bond Purchase Agreement") in Exhibit B attached hereto and by this reference inade,a part hereof as fully as if set forth herein, including an Underwriter's compensation of up to 0.70% of the aggregate principal amount of the Bonds, to be dated the sale date of the Bonds which will be accompanied by a deposit in the amount of 1% of the aggregate principal amount of the Bonds sold pursuant to the Bond Purchase Agreement which is the good-faith deposit with respect to the purchase.of the Bonds by the Underwriter. The City Council hereby authorizes and approves the Bond Purchase Agreement in substantially the form attached hereto and directs that it shall• be executed by and on behalf of the City by the Mayor of the City, or if the Mayor is unavailable by the City Finance Director, with the official seal of the City impressed or imprinted thereon and attested by the City Clerk, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be approved by the officers of the City executing the same pursuant to this Section. The execution and delivery of such Bond Purchase Agreement for and on behalf of the City Council by such officers is conclusive evidence of the approval of such officers of any such changes, insertions, omissions or filling-in of blanks. • APPRO - 0 AS TO F 0,1 : / • -44.4 CIT AT '4 RNEY PIFIN/1027v4doc • BY r cilmember • Adopted — 8 2 9-a • • ler Approved . Mayor • t 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); the delivery of the aforesaid Preliminary Official Statement on behalf of the City of Omaha by the Finance Director is hereby confirmed, ratified, authorized and approved, and the distribution of the Preliminary Official Statement by the Underwriter is hereby confirmed, ratified, authorized and approved. By Councilmember Adopted City Clerk Approved - Mayor 1 o., Suite 300, 1111 North 102nd Court, Omaha, Nebraska 68114, Attention: Daniel J. Smith. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 4818-1223-5277.1 9 ements then to be performed and all conditions then to be satisfied by the City. 8. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 4818-1223-5277.1 8 hich results in the imposition of federal income taxation, upon revenues or other 4818-1223-5277.1 5 l accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! O ' ' ' O 01 00 — r 00 0 O 4- O vt O r e} O O 1O 0` 0\ H V O 61 O en 0- ense, enV ben N O O 7 00 01 h h 00 N 1"" co V U N O N rn rn 1p VVi N WI O V' Q\ O 0 NO 00 - 7 -- N O M N N 00•V1 v. 1D D` V1 r M N V1 N N V� N W } M N M N N 00 91 ^ N N ^ U 0 Lrr EA 69 69 EA 69 69 C 0 N V N O ut Cl 0 O O 0 O O O 0 r h h ' ' O 0 C 01 D\ r O O v1 > o. Imo = Q1 ,0 en 01 stO N 00 0 r en en �1 0 CV .- 100 10O N . ^ Ri O E+1 H O o 1c 00 O 00 00 _^ vt N o C 01 O 01 0` 7 0 M ^ 61 b en 0. 01 ^ Cl O1 V1 0 V ^ 0'^O M N N rf O 61 10 O 00 v1 O O C U= et o — — M N O1 T O N ^ 01 0, 5 Up 69 69 666 On EA 69 6A N V T D 0 0 O 0: O 0 O 0 00 O 0 O W O a 69 0 co ii^ C M 69 A • • 6 9 o N C 0ONoe oON YN C.3 0 O S4-V m U CO N L 0 E`Ei(9E' c . � ^ � v oO ° o mmL. o O a o = et 0 o `$ 0 ; N.= ° 229 m > = m ` uu00 = vN D UQ °�uF °° � mOOOi m to wo = 'O °'A P.0. avl ; � Ocr) C � .'0 Le w c • yar OD O co 00 o M M = y .O c c U U U N _ ` .� C F O N � L X > : > 0mU N u � = o ro cUUU " aa U le, c 3F L.. I.,. g o q cmp � c u > d U o 0 0 0 °� oCD CD Q ¢ - D mi ' x O = A ¢" v i . c 01 00 CA oE CV CV CV 000 O W 0Z41 03 J ^ ^ ^ N m F 03 0 u FLQW o OG co)' ¢ CV V OO ON Y y y y O O O 0 CN Y0GtJ i N ' r- • O. 6 O. EA W Vl v to ] ] - .3 v) U c� c � OO n Q Z rCCv, U N oD v co -, ,Y p co ., co co b N w Co�_ a a p a, C O a•.N o 0 y c`'o Cop y. J p Vo �* `< .< (D Oo p, c� 5.Tin 'tj , ,y, "4 by H A, 5 N p '» 0 0 CD N• < 0 M p �ci,.r! N n Co .`" = N' p..oc cO ac? N 5 N Caw �. r .0. 0, N PD N Z0 0" CD w 5. CD CL ck . . . ! ! ii1 CD =o \. n vo w .-• ff ld c''' N o c<o co N `° 0 `, c0 .-I 0 N • '�h ",,v' 0 'o*+ n. CD m = O c a �, co c O v,.a co a m 5 a a, ,, a, p" ed p M ' N N W ° W • v, (p n O v'. N gi v, �• CD 0 a coo ^•. ,!. `, g SW N-p W z p o :. o `G • o. z �n Cr CD 0 n t Cr'w p q'•z o w O N ar Q, '+0 Q 0 �' 0 p� - c, co ., •5 O 1. , r • • T. ty Finance Director, with the official seal of the City impressed or imprinted thereon and attested by the City Clerk, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be approved by the officers of the City executing the same pursuant to this Section. The execution and delivery of such Bond Purchase Agreement for and on behalf of the City Council by such officers is conclusive evidence of the approval of such officers of any such changes, insertions, omissions or filling-in of blanks. • APPRO - 0 AS TO F 0,1 : / • -44.4 CIT AT '4 RNEY PIFIN/1027v4doc • BY r cilmember • Adopted — 8 2 9-a • • ler Approved . Mayor • t 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); the delivery of the aforesaid Preliminary Official Statement on behalf of the City of Omaha by the Finance Director is hereby confirmed, ratified, authorized and approved, and the distribution of the Preliminary Official Statement by the Underwriter is hereby confirmed, ratified, authorized and approved. By Councilmember Adopted City Clerk Approved - Mayor 1 o., Suite 300, 1111 North 102nd Court, Omaha, Nebraska 68114, Attention: Daniel J. Smith. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 4818-1223-5277.1 9 ements then to be performed and all conditions then to be satisfied by the City. 8. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 4818-1223-5277.1 8 hich results in the imposition of federal income taxation, upon revenues or other 4818-1223-5277.1 5 l accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available federal funds or by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 4818-1223-5277.1 4 terial variances are investigated promptly as they occur. Remedial actions to return a division/department to budget might include, but are not limited to, such actions as (i) staff accountant review and approval of all requisitions prior to receipt by the Purchasing Division, (ii)postponement or reductions in quantity of materials and equipment purchased, or (iii)deferral of major budgeted expenditures. 4827-4276-8909.2 B-2 ged in accordance with the provisions of this section. 4827-4276-8909.2 20 01 O N 91 N N 00 61 CA 7 0 0 V1 v1 N U 7' vt N r 0 CO 8 N } ent N M N 7 r M ^ M M ^ �' EA 69 69 61 69 EA O • y! 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