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RES 2011-1134 - Various purpose bonds series 2011A and general obligation refunding bonds series 2011B 0tAAHA,NF of Finance Department th ��.��,�.�� ,� � r,,,�� Omaha/Douglas Civic Center -Pr-viva• 1819 Famam Street,Suite 1004 Jh Omaha,Nebraska 68183-1004 fl . 1! ti� 1 4 SEP 1 6 PM 3: Z3 off = , (402)444-5416 0 - y Telefax(402)546-1150 R 44ADFES1 CLa t �' k:R, Pam Spaccarotella City of Omaha :: t i'' 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 General Obligation Various Purpose Bonds, Series 2011A and General Obligation Refunding Bonds, Series 2011B by the City of Omaha and. is attached as Exhibit "A". This resolution also authorizes the distribution of the Preliminary Official Statement by the prospective underwriters of the Bonds and is hereby approved. Also submitted for your approval and attached as Exhibit "B" is a proposed Bond Purchase Agreement. We urge your favorable consideration of this resolution. Respectfully submitted, Referred to City Council for Consideration: Aosoiezo Pam Spaccarotella ‘'�•,, Date Mayor's Office Date Finance Director P:/FIN/0914vgl.doc 7/ 7 Approved.... ' . .. Mayor I . 2 to d�000 "' 0000000 DOM $ O W 3 .'mNNVNNNNNaNNNN $ NNN M C � E NNp8C IN (') (" (ONNN� aaM 0 M M W Or Or W W W W 7 O st M M V "t W W (� Q —W 0 Z L L 00 W Z' ?' E Z. 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' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 KUTAK ROCK LLP BOND PURCHASE AGREEMENT DRAFT 09/15/11 September 28, 2011 $ $ CITY OF OMAHA,NEBRASKA CITY OF OMAHA,NEBRASKA Various Purpose Bonds General Obligation Refunding Bonds Series 2011A Series 2011B 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 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) of$ Various Purpose Bonds, Series 2011A (the "Various Purpose Bonds") and $ General Obligation Refunding Bonds, Series 2011B (the"Refunding Bonds"and, collectively with the Various Purpose Bonds, the "Bonds") which Bonds will be dated their date of delivery, at the purchase price of 100% of the aggregate principal amount thereof plus an aggregate net original issue premium of$ minus an Underwriter's discount of$ plus $-0- accrued interest on the Bonds. The Bonds shall be as described in, and shall be issued pursuant to, Ordinance No. 39109 passed on September 13, 2011 (the "Ordinance"). The proceeds of the Various Purpose Bonds will be used to pay the costs of acquiring equipment and constructing improvements relating to the City's streets, sewers, public safety and other public facilities and parks and recreation facilities, and the proceeds of the Refunding Bonds will be used current or advance refunding certain outstanding indebtedness of the City (the "Refunded Bonds"), as identified by the Ordinance and 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"). 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 4846-7068-1354.2 .0 L .C .0 N I. co fd ro co co co co 00 00 fo 00 f0 t0 CO fo 'O M E E E E E E E E E E E E E E E E E E c., Y 000000000000000000 ( WZ' Z' ?' ' A 7 UC f0 fa f0 (0 f0 f0 al m f t0 (0 f0 f0 at f0 t fo f0 3 a IA. O a a a .0 n a a a . n a.0 a a a a a n ,0 -IZ J J J J J J J J J J J J J J J J J L i W fo 000090000000000000 to'- O , aaaaaaaaaaaaaaaaaa sX Y .0 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 7 O a a a a a a a a a a a a a a a a a a tOV W W OI fd (0 alf0 '0 03 60 f0 f0 ' atf0 alf0 f0 f0 alf0 o I ft i —a+ ft ft '0 L0 N fLO N N N fLO N N fL0 m fL0 cL0 v O f EEEEEEEEEEEEEEEEEE A E _o 000000000000000000 yy 5 v F o N 0 0 3 C Y (U OOOOO Oi 000 ? 0' UU0OOOp Z. 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' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 consulting with the City, the offering by the Underwriter may be a bona fide public offering or 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. (the "Resolution") adopted by the City Council of the City on September 20, 2011, which shall include authorization for execution and delivery of this Agreement and approval of the Preliminary Official Statement (as hereinafter defined), together with such reasonable number of certified copies of the Resolution as the undersigned shall request; 4846-7068-1354.2 2 J V < z ¢ a ¢ cnmcncncn3333cncn(L e 0 c m J J J J J J J J J J J J J J J J J J 1 . 1 . 104811411 . 1110 ,�W d C N aaaaaaaaaaaaaaaaaa cy m < 000000000000000000 Wi °2 M 000000000000000000 Z.I. 00 M 000000000000000000 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . 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' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 (iii) an executed counterpart of the Escrow and Agency Agreement (the "Escrow Agreement") dated as of October 1, 2011 between the City and First National Bank of Omaha, as Escrow Agent; and (iv) an executed copy of the Award Certificate. 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 addresses 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 September 20, 2011 (the "Preliminary Official Statement") 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 Bonds 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 bythe execution thereof pp 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 4846-7068-1354.2 3 ery of this Agreement and approval of the Preliminary Official Statement (as hereinafter defined), together with such reasonable number of certified copies of the Resolution as the undersigned shall request; 4846-7068-1354.2 2 J V < z ¢ a ¢ cnmcncncn3333cncn(L e 0 c m J J J J J J J J J J J J J J J J J J 1 . 1 . 104811411 . 1110 ,�W d C N aaaaaaaaaaaaaaaaaa cy m < 000000000000000000 Wi °2 M 000000000000000000 Z.I. 00 M 000000000000000000 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . 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' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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 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, the Escrow 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 October 13, 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), 4846-7068-1354.2 4 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . '.• ...Y.,:.:: , . i.!,;,,t,....,,.... p,„.•••-='•4P. ,'- 4 ?:::--•',.- ^•••••,,:••••i,,•,;•; ,;,-,e.,L ja.,or.-,......: s, . s . :s::.:-.'"- - •7c,;•.,:.;.':,..,?.`•,,:.if' -.. 'idt'..,:h, ''''.-'1'''...' :7--10'11%;42•:Litift•' ! '-•''' - '- '''' ' -.' -4t--• •-:- •'•-••-•'• "•-,,Ari.... - +. :11A•.......iii .."..t,:',, ',V',"' %P.',... :,,i- • . '`.7.,. -h 1,1:" ,.-A . -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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 delivering a certified or bank cashier's check payable to the order of the City, or immediately available funds in an amount equal to the purchase price by a wire transfer to the City Treasurer. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. 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, the Escrow 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 their obligations hereunder to purchase the Bonds by notifying the City, in writing or by facsimile, of their 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 4846-7068-1354.2 5 • herein not misleading in any material respect. 6. At 10:00 a.m., Omaha time, on October 13, 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), 4846-7068-1354.2 4 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . '.• ...Y.,:.:: , . i.!,;,,t,....,,.... p,„.•••-='•4P. ,'- 4 ?:::--•',.- ^•••••,,:••••i,,•,;•; ,;,-,e.,L ja.,or.-,......: s, . s . :s::.:-.'"- - •7c,;•.,:.;.':,..,?.`•,,:.if' -.. 'idt'..,:h, ''''.-'1'''...' :7--10'11%;42•:Litift•' ! '-•''' - '- '''' ' -.' -4t--• •-:- •'•-••-•'• "•-,,Ari.... - +. :11A•.......iii .."..t,:',, ',V',"' %P.',... :,,i- • . '`.7.,. -h 1,1:" ,.-A . -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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 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 4846-7068-1354.2 6 f Representatives or the Senate, or be recommended to the Congress of the 4846-7068-1354.2 5 • herein not misleading in any material respect. 6. At 10:00 a.m., Omaha time, on October 13, 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), 4846-7068-1354.2 4 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . '.• ...Y.,:.:: , . i.!,;,,t,....,,.... p,„.•••-='•4P. ,'- 4 ?:::--•',.- ^•••••,,:••••i,,•,;•; ,;,-,e.,L ja.,or.-,......: s, . s . :s::.:-.'"- - •7c,;•.,:.;.':,..,?.`•,,:.if' -.. 'idt'..,:h, ''''.-'1'''...' :7--10'11%;42•:Litift•' ! '-•''' - '- '''' ' -.' -4t--• •-:- •'•-••-•'• "•-,,Ari.... - +. :11A•.......iii .."..t,:',, ',V',"' %P.',... :,,i- • . '`.7.,. -h 1,1:" ,.-A . -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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; (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 Escrow 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 4846-7068-1354.2 7 uthority 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 4846-7068-1354.2 6 f Representatives or the Senate, or be recommended to the Congress of the 4846-7068-1354.2 5 • herein not misleading in any material respect. 6. At 10:00 a.m., Omaha time, on October 13, 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), 4846-7068-1354.2 4 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . '.• ...Y.,:.:: , . i.!,;,,t,....,,.... p,„.•••-='•4P. ,'- 4 ?:::--•',.- ^•••••,,:••••i,,•,;•; ,;,-,e.,L ja.,or.-,......: s, . s . :s::.:-.'"- - •7c,;•.,:.;.':,..,?.`•,,:.if' -.. 'idt'..,:h, ''''.-'1'''...' :7--10'11%;42•:Litift•' ! '-•''' - '- '''' ' -.' -4t--• •-:- •'•-••-•'• "•-,,Ari.... - +. :11A•.......iii .."..t,:',, ',V',"' %P.',... :,,i- • . '`.7.,. -h 1,1:" ,.-A . -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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, the Escrow Agreement or this Agreement, or any of the proceedings for the authorization, sale, execution or delivery of the Bonds, or the 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) A report of Chris D. Berens, C.P.A., P.C. verifying (A)the mathematical accuracy of computations relating to the adequacy of the investments held pursuant to the Escrow Agreement to pay principal of,premium, if any, and interest on the defeased Refunded Bonds and (B) the computations of actuarial yields. (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 4846-7068-1354.2 8 Congress of the 4846-7068-1354.2 5 • herein not misleading in any material respect. 6. At 10:00 a.m., Omaha time, on October 13, 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), 4846-7068-1354.2 4 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . '.• ...Y.,:.:: , . i.!,;,,t,....,,.... p,„.•••-='•4P. ,'- 4 ?:::--•',.- ^•••••,,:••••i,,•,;•; ,;,-,e.,L ja.,or.-,......: s, . s . :s::.:-.'"- - •7c,;•.,:.;.':,..,?.`•,,:.if' -.. 'idt'..,:h, ''''.-'1'''...' :7--10'11%;42•:Litift•' ! '-•''' - '- '''' ' -.' -4t--• •-:- •'•-••-•'• "•-,,Ari.... - +. :11A•.......iii .."..t,:',, ',V',"' %P.',... :,,i- • . '`.7.,. -h 1,1:" ,.-A . -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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. 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 any 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 Escrow Agreement, 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 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.] 4846-7068-1354.2 9 e 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 4846-7068-1354.2 8 Congress of the 4846-7068-1354.2 5 • herein not misleading in any material respect. 6. At 10:00 a.m., Omaha time, on October 13, 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), 4846-7068-1354.2 4 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . '.• ...Y.,:.:: , . i.!,;,,t,....,,.... p,„.•••-='•4P. ,'- 4 ?:::--•',.- ^•••••,,:••••i,,•,;•; ,;,-,e.,L ja.,or.-,......: s, . s . :s::.:-.'"- - •7c,;•.,:.;.':,..,?.`•,,:.if' -.. 'idt'..,:h, ''''.-'1'''...' :7--10'11%;42•:Litift•' ! '-•''' - '- '''' ' -.' -4t--• •-:- •'•-••-•'• "•-,,Ari.... - +. :11A•.......iii .."..t,:',, ',V',"' %P.',... :,,i- • . '`.7.,. -h 1,1:" ,.-A . -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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 Mayor(Finance Director) Attest: City Clerk (Seal) 4846-7068-1354.2 10 CD ao c CDD o7nC °,�C CD • it t • 0 C � ne '� �' � � o c�D z uo o '* a• cci o 0 x o T a °,P f'•aaa °,q mpleting the application package, please contact Mr. Edward Dantzler, at 444-5530. 3 Reviewed and approved 3/28/2011 r#2: ID#: SCHEDULE A MATURITY SCHEDULE Various Purpose Bonds Series 2011A Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 4846-7068-1354.2 Dantzler, at 444-5530. 3 Reviewed and approved 3/28/2011 r#2: ID#: 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 13 of that certain Ordinance No. 39109 duly passed by the City Council on September 13, 2011 (the "Ordinance"), does hereby determine to issue the bonds authorized by the Ordinance to be designated as the Various Purpose Bonds, Series 2011A (the"Various Purpose Bonds") and the General Obligation Refunding Bonds, Series 2011B (the "Refunding Bonds" and, collectively with the Various Purpose Bonds, the "Bonds") to be dated and delivered October 13, 2011, in the original aggregate principal amount of $13,700,000 and $ , respectively, 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: Various Purpose Bonds Series 2011A Maturity (November 15) Amount Interest Rate Price or Yield 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 4846-7068-1354.2 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 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.] 4846-7068-1354.2 9 e 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 4846-7068-1354.2 8 Congress of the 4846-7068-1354.2 5 • herein not misleading in any material respect. 6. At 10:00 a.m., Omaha time, on October 13, 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), 4846-7068-1354.2 4 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . '.• ...Y.,:.:: , . i.!,;,,t,....,,.... p,„.•••-='•4P. ,'- 4 ?:::--•',.- ^•••••,,:••••i,,•,;•; ,;,-,e.,L ja.,or.-,......: s, . s . :s::.:-.'"- - •7c,;•.,:.;.':,..,?.`•,,:.if' -.. 'idt'..,:h, ''''.-'1'''...' :7--10'11%;42•:Litift•' ! '-•''' - '- '''' ' -.' -4t--• •-:- •'•-••-•'• "•-,,Ari.... - +. :11A•.......iii .."..t,:',, ',V',"' %P.',... :,,i- • . '`.7.,. -h 1,1:" ,.-A . -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 General Obligation Refunding Bonds Series 2011B Maturity (November 15) Amount Interest Rate Price or Yield 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 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 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 determined by the City, 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. The [Refunding] [Various Purpose] Bonds due 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 To the extent the Bonds have been previously called for redemption in part and otherwise than from the sinking fund, if any, each related annual sinking fund payment for the Bonds shall be reduced by the amount obtained by multiplying the principal amount of such Bonds so called for redemption, by the ratio which each annual sinking fund payment for the Bonds bears to the total sinking fund payments of such Bonds subject to mandatory sinking fund redemption, and by rounding each sinking fund payment to the nearest $5,000 multiple. In case a Bond subject to mandatory sinking fund redemption is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed, but A-2 4846-7068-1354.2 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.] 4846-7068-1354.2 9 e 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 4846-7068-1354.2 8 Congress of the 4846-7068-1354.2 5 • herein not misleading in any material respect. 6. At 10:00 a.m., Omaha time, on October 13, 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), 4846-7068-1354.2 4 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . '.• ...Y.,:.:: , . i.!,;,,t,....,,.... p,„.•••-='•4P. ,'- 4 ?:::--•',.- ^•••••,,:••••i,,•,;•; ,;,-,e.,L ja.,or.-,......: s, . s . :s::.:-.'"- - •7c,;•.,:.;.':,..,?.`•,,:.if' -.. 'idt'..,:h, ''''.-'1'''...' :7--10'11%;42•:Litift•' ! '-•''' - '- '''' ' -.' -4t--• •-:- •'•-••-•'• "•-,,Ari.... - +. :11A•.......iii .."..t,:',, ',V',"' %P.',... :,,i- • . '`.7.,. -h 1,1:" ,.-A . -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 Bonds shall be redeemed only in the principal amount of$5,000 each or any integral multiple thereof. On or before the thirtieth day prior to each such mandatory sinking fund payment date, the Paying Agent shall proceed to select for redemption (in such manner as the Paying Agent deems fair) from all outstanding Bonds subject to mandatory sinking fund redemption a principal amount of such Bonds, equal to the aggregate principal amount of such Bonds redeemable with the required sinking fund payment, and shall call such Bonds or portions thereof($5,000 or any integral multiple thereof) for redemption from such sinking fund on the next November 15 and give notice of such call. The Bonds shall be sold at a price of par plus a premium of$ (from which will be paid $ of Underwriters' discount) in accordance with the terms and conditions of that certain Bond Purchase Agreement, dated September 28, 2011, between the City and D.A. Davidson& Co., as underwriter of the Bonds (the"Underwriter"). The following outstanding general obligation indebtedness of the City is hereby designated, a portion for current refunding and a portion for advance refunding and defeasance with the proceeds of the Bonds: Douglas County Redemption Date Sanitary and Maturity and Improvement Amount Dates of Outstanding Price(expressed as a District Issue Outstanding Bonds Called for Refunded percentage of Date (9/1/11) Redemption Amount Principal amount) • A-3 4846-7068-1354.2 annual sinking fund payment for the Bonds shall be reduced by the amount obtained by multiplying the principal amount of such Bonds so called for redemption, by the ratio which each annual sinking fund payment for the Bonds bears to the total sinking fund payments of such Bonds subject to mandatory sinking fund redemption, and by rounding each sinking fund payment to the nearest $5,000 multiple. In case a Bond subject to mandatory sinking fund redemption is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed, but A-2 4846-7068-1354.2 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.] 4846-7068-1354.2 9 e 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 4846-7068-1354.2 8 Congress of the 4846-7068-1354.2 5 • herein not misleading in any material respect. 6. At 10:00 a.m., Omaha time, on October 13, 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), 4846-7068-1354.2 4 —a `3 01 ,- 2 NZ M07- ONM V' M WNCOM0OrN7 (ntn @ y 0 4 N N N N N N N N N N N N N N N CN7 N a 3 Z *.:-w s.,-7•.•!,1.'..1,.1.----.?.4.,.',.,,•.,is.i,.:,..' 4 i...4.'5., 1 - . :.•.....:.srr.,.'.r.,.t•;'-1-.••..•.•--.-..,• . -,. - ..,1'.A1v,-V.,-ri•s • • • •,, , ' -. • - ; pii•• -40/10!_*'''', .„--.— . 715,11.1....0.. .. _,,4401.04a,, . ..• -. . . r ,.. . .,- ..4 •,,,,,., . „. . • .. . -. ,, . . _ ... . . . . . . . i •,-, , ,, , .. ,,,, .: , . ..,.. :.•. -:'.....',;•.7.-,........:7 4:4?0,;i0;410.44-f*' f..,:i...--:.-,..7t:,.00„.:to: .:i 1...:.:f'..-..,' - - If •,,-.' :,;:-..<..: -, ..,• . .:AFi!,-c... • : . . . '.• ...Y.,:.:: , . i.!,;,,t,....,,.... p,„.•••-='•4P. ,'- 4 ?:::--•',.- ^•••••,,:••••i,,•,;•; ,;,-,e.,L ja.,or.-,......: s, . s . :s::.:-.'"- - •7c,;•.,:.;.':,..,?.`•,,:.if' -.. 'idt'..,:h, ''''.-'1'''...' :7--10'11%;42•:Litift•' ! '-•''' - '- '''' ' -.' -4t--• •-:- •'•-••-•'• "•-,,Ari.... - +. :11A•.......iii .."..t,:',, ',V',"' %P.',... :,,i- • . '`.7.,. -h 1,1:" ,.-A . -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 IN WITNESS WHEREOF, I have executed this Certificate this 28th day of September, 2011. By Pam Spaccarotella Finance Director • 4846-7068-1354.2 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 4846-7068-1354.2 Dantzler, at 444-5530. 3 Reviewed and approved 3/28/2011 r#2: ID#: KUTAK ROCK LLP DRAFT 09/16/11 PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER ,2011 ✓ g NEW ISSUES-Book-Entry Only Ratings:Standard&Poor's:" " 7i Moody's:" " 6' (See"RATINGS"herein) u• >, In the opinion of Bond Counsel,under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is excluded from gross income for • R federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and 8.F. corporations, except that interest on the Bonds must be included in the "adjusted current earnings"of certain corporations for purposes of calculating •0:y 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 o u exempt from Nebraska state income taxation as long as it is exempt for purposes of the federal income tax. See "TAX EXEMPTION"herein. a1 `o •C a t �4 f w y 4 its UP. y o R o ; $13,700,000 $10,100,000* b A CITY OF OMAHA,NEBRASKA CITY OF OMAHA,NEBRASKA o Various Purpose Bonds General Obligation Refunding Bonds 00 o Series 2011A Series 2011B • A.y A o b Dated: Date of Delivery Due:November 15,as shown on inside cover page ;,.9 0 The above captioned two series of bonds(collectively,the"Bonds")are issuable in fully registered form in the denominations ._ r,.� of$5,000 and integral multiples thereof. Interest on the Bonds is payable semiannually on May 15 and November 15 of each year, g N commencing May 15,2012,by check or draft mailed to the registered owner as of the applicable record date at the address shown on the • o books of registry maintained by First National Bank of Omaha, as Registrar. Principal of the Bonds is payable upon presentation and N 2 2 surrender of the Bonds at the principal corporate office of First National Bank of Omaha, as Paying Agent,in Omaha,Nebraska. The 4 o° Bonds are subject to optional redemption prior to maturity as more fully set forth herein. E The Bonds initially will be registered in the name of Cede&Co.,as nominee for The Depository Trust Company,New York, g °-' New York("DTC"),which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form b,':- in authorized denominations bycredit to participating broker-dealers and other institutions on the books of DTC as described herein. 0 o a Purchasers will not receive certficates evidencing the Bonds. Principal of and interest on the Bonds will be payable by the paying agent cal R directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC, o 2 u and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants,as o a more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is, •� c.n or acts through,a DTC Participant to receive payment of the principal of and interest on such Bonds. See"THE BONDS—Book-Entry g o Only System'herein. 6• c .2 The proceeds of the above-captioned series of Various Purpose Bonds will be used to pay the costs of acquiring equipment and g 0 constructing improvements relating to the streets and highways,sewers,public safety and other public facilities and parks and recreation facilities of the City of Omaha(the"City")and the proceeds of the above-captioned series of General Obligation Refunding Bonds will be • 6 used to refund certain indebtedness assumed by the City as a result of its annexations of nine Douglas County, Nebraska sanitary and ti n ... improvement districts. e E o m 0 o THE BONDS ARE PAYABLE FROM AD VALOREM TAXES, UNLIMITED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 MATURITIES,AMOUNTS AND INTEREST RATES Various Purpose Bonds Series 2011A Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: 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 ON COMPA D A.Davidson & Co. COMPANIES, member SIPC 4817-7450-1898.5 o ; $13,700,000 $10,100,000* b A CITY OF OMAHA,NEBRASKA CITY OF OMAHA,NEBRASKA o Various Purpose Bonds General Obligation Refunding Bonds 00 o Series 2011A Series 2011B • A.y A o b Dated: Date of Delivery Due:November 15,as shown on inside cover page ;,.9 0 The above captioned two series of bonds(collectively,the"Bonds")are issuable in fully registered form in the denominations ._ r,.� of$5,000 and integral multiples thereof. Interest on the Bonds is payable semiannually on May 15 and November 15 of each year, g N commencing May 15,2012,by check or draft mailed to the registered owner as of the applicable record date at the address shown on the • o books of registry maintained by First National Bank of Omaha, as Registrar. Principal of the Bonds is payable upon presentation and N 2 2 surrender of the Bonds at the principal corporate office of First National Bank of Omaha, as Paying Agent,in Omaha,Nebraska. The 4 o° Bonds are subject to optional redemption prior to maturity as more fully set forth herein. E The Bonds initially will be registered in the name of Cede&Co.,as nominee for The Depository Trust Company,New York, g °-' New York("DTC"),which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form b,':- in authorized denominations bycredit to participating broker-dealers and other institutions on the books of DTC as described herein. 0 o a Purchasers will not receive certficates evidencing the Bonds. Principal of and interest on the Bonds will be payable by the paying agent cal R directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC, o 2 u and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants,as o a more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is, •� c.n or acts through,a DTC Participant to receive payment of the principal of and interest on such Bonds. See"THE BONDS—Book-Entry g o Only System'herein. 6• c .2 The proceeds of the above-captioned series of Various Purpose Bonds will be used to pay the costs of acquiring equipment and g 0 constructing improvements relating to the streets and highways,sewers,public safety and other public facilities and parks and recreation facilities of the City of Omaha(the"City")and the proceeds of the above-captioned series of General Obligation Refunding Bonds will be • 6 used to refund certain indebtedness assumed by the City as a result of its annexations of nine Douglas County, Nebraska sanitary and ti n ... improvement districts. e E o m 0 o THE BONDS ARE PAYABLE FROM AD VALOREM TAXES, UNLIMITED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 [This page left blank intentionally.] 4817-7450-1898.5 s Purpose Bonds Series 2011A Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: No dealer, broker, salesperson 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 be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion contained herein are subject to change,without notice, and neither the delivery of this Official Statement, nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in the matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used,in whole or in part,for any other purpose. The Underwriter may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed from time to time by the Underwriter. TABLE OF CONTENTS Page Page INTRODUCTION 1 TAX EXEMPTION 14 CITY OF OMAHA GENERAL Federal and State Tax Exemption 14 INFORMATION 1 Future Legislation 15 Form of Government 1 LITIGATION 15 City Administration 2 FINANCIAL STATEMENTS 16 City Financial Management and VERIFICATION OF MATHEMATICAL Controls 2 COMPUTATIONS 16 Financial Reporting Systems and CERTIFICATION AS TO OFFICIAL Control Systems 3 STATEMENT 16 Location and General Background 3 APPENDIX A—CITY OF OMAHA— Area and Population 3 SELECTED ECONOMIC Transportation 3 Utility Services 4 INDICATORS Education 4 APPENDIX B—CITY OF OMAHA— Military 5 FINANCIAL INFORMATION Economy 5 Part One—Selected City of Omaha Financial Information SOURCES OF CITY REVENUES 5 Part Two—Comprehensive Annual Authority to Levy Property Taxes 5 Financial Report Property Taxes 6 APPENDIX C—FORM OF CONTINUING City Sales and Use Taxes 7 DISCLOSURE UNDERTAKING City Business Taxes APPENDIX D—FORM OF OPINION OF Other Revenues 7 BOND COUNSEL 2011 General Fund Forecast 8 APPENDIX E—SCHEDULE OF 2012 Budget 8 REFUNDED BONDS DISPOSITION OF BOND PROCEEDS FOR VARIOUS PURPOSES AND REFUNDING 8 THE BONDS 9 Description of the Bonds 9 Place of Payment 9 Book-Entry Only System 9 Optional Redemption 12 Authority for Issuance 12 Security 12 Revisions of State Property Tax System 12 RATINGS 13 CONTINUING DISCLOSURE 13 UNDERWRITING 14 LEGAL OPINION 14 4817-7450-1898.5 o Only System'herein. 6• c .2 The proceeds of the above-captioned series of Various Purpose Bonds will be used to pay the costs of acquiring equipment and g 0 constructing improvements relating to the streets and highways,sewers,public safety and other public facilities and parks and recreation facilities of the City of Omaha(the"City")and the proceeds of the above-captioned series of General Obligation Refunding Bonds will be • 6 used to refund certain indebtedness assumed by the City as a result of its annexations of nine Douglas County, Nebraska sanitary and ti n ... improvement districts. e E o m 0 o THE BONDS ARE PAYABLE FROM AD VALOREM TAXES, UNLIMITED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 [This page left blank intentionally.] 4817-7450-1898.5 s Purpose Bonds Series 2011A Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: OFFICIAL STATEMENT $13,700,000 $10,100,000 CITY OF OMAHA,NEBRASKA CITY OF OMAHA,NEBRASKA Various Purpose Bonds General Obligation Refunding Bonds Series 2011A Series 2011B INTRODUCTION This Official Statement, including the cover page, is furnished in connection with the offering of $13,700,000 Various Purpose Bonds Series 2011A (the "Various Purpose Bonds") and $10,100,000` General Obligation Refunding Bonds Series 2011B (the "Refunding Bonds" and, collectively with the Various Purpose Bonds,the"Bonds")of the City of Omaha,Nebraska(the"City"). The Bonds will be issued in strict compliance with the Constitution and laws of the State of Nebraska, the Home Rule Charter of the City of Omaha, 1956, as amended (the "Charter") and the proceedings of the City Council (the "Council") of the City, including Ordinance No. 39109 (the "Ordinance"). See"THE BONDS—Authority for Issuance." The proceeds of the Various Purpose Bonds will be used to pay the costs of acquiring equipment and constructing improvements relating to the City's streets, sewers, public safety and other public facilities and parks and recreation facilities, and the proceeds of the Refunding Bonds will be used to refund certain indebtedness assumed by the City as the result of its annexations of nine Douglas County sanitary and improvement districts. See "DISPOSITION OF BOND PROCEEDS FOR VARIOUS PURPOSES AND REFUNDING"herein. This Official Statement contains brief descriptions or summaries of, among other matters, the Bonds, the City 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 the Finance Director, Tenth Floor, 1819 Farnam Street, Omaha, Nebraska 68183;telephone: (402)444-5478. CITY OF OMAHA GENERAL INFORMATION 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 Preliminary;subject to change 4817-7450-1898.5 8 THE BONDS 9 Description of the Bonds 9 Place of Payment 9 Book-Entry Only System 9 Optional Redemption 12 Authority for Issuance 12 Security 12 Revisions of State Property Tax System 12 RATINGS 13 CONTINUING DISCLOSURE 13 UNDERWRITING 14 LEGAL OPINION 14 4817-7450-1898.5 o Only System'herein. 6• c .2 The proceeds of the above-captioned series of Various Purpose Bonds will be used to pay the costs of acquiring equipment and g 0 constructing improvements relating to the streets and highways,sewers,public safety and other public facilities and parks and recreation facilities of the City of Omaha(the"City")and the proceeds of the above-captioned series of General Obligation Refunding Bonds will be • 6 used to refund certain indebtedness assumed by the City as a result of its annexations of nine Douglas County, Nebraska sanitary and ti n ... improvement districts. e E o m 0 o THE BONDS ARE PAYABLE FROM AD VALOREM TAXES, UNLIMITED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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 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 4817-7450-1898.5 2 ED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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 I 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. 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 4817-7450-1898.5 3 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 4817-7450-1898.5 2 ED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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 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, 4817-7450-1898.5 4 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 4817-7450-1898.5 3 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 4817-7450-1898.5 2 ED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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 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. SOURCES OF CITY REVENUES Authority to Levy Property Taxes Under the City Charter, the tax levy of the City in any year for all purposes shall not exceed the total of(i) $0.6125 per$100 of actual taxable value plus (ii)whatever tax levy is necessary to provide for principal and interest payments on the indebtedness of the City, for the administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of judgments and litigation expenses in 4817-7450-1898.5 5 3 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 4817-7450-1898.5 2 ED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 connection therewith, plus (iii)whatever amount is required to finance certain overtime and holiday pay for members of the police force. In addition, the Omaha-Douglas Public Building Commission Act, pursuant to which the Commission issues bonds, empowers the City to levy a tax on all the taxable property in the City, except intangible property, of$0.0175 per $100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City's payments to the Commission. Effective July 1, 1998, the tax levy of the City(exclusive of levies for preexisting lease-purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 450/$100 of taxable valuation. See "THE BONDS—Revision of State Property Tax System"herein. The City's tax levy during its current fiscal year ending December 31, 2011 is 28.447 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 49.922 cents per $100. A detailed summary of the property tax levied on real and personal property in the City appears in the table entitled"Total Property Tax Levies in the City of Omaha"in Appendix B. The City's tax levy for fiscal year 2012 will remain unchanged at 49.922 cents per $100 of taxable valuation. Property Taxes Property taxes on tangible property, real and personal, are levied by the City of Omaha, collected by the Douglas County Treasurer and remitted to the City. Real property taxes are levied September 1 of each year and become due December 31. The first half of tax payable becomes delinquent the following April 1 and the second half August 1. Personal property taxes also are levied September 1 of each year, become due the following December 31 and become delinquent in halves on the succeeding April 1 and August 1. Taxes for Year Shown %of Total Prior Years' Collections Year Ended Amount % Taxes Total to Current December 31 Certified Collected Collected Collected Collections Year Taxes 2001 $76,293,126 $74,827,346 98.1% $1,529,927 $76,357,273 100.08% 2002 80,926,571 78,176,656 97.1 1,061,170 79,237,826 97.91 2003 82,464,501 80,538,622 97.7 1,479,940 82,018,562 99.46 2004 85,165,599 83,107,249 98.7 1,623,450 84,730,699 99.49 2005 87,170,521 85,897,631 98.5 2,762,734 88,660,364 101.70 2006. 93,260,893 91,592,309 98.2 1,572,719 93,165,028 99.90 2007 96,605,427 96,518,640 99.9 1,623,515 98,142,155 101.59 2008 106,888,144 107,891,216 100.9 2,021,689 109,912,905 102.83 2009 115,018,659 113,644,205 98.8 1,708,782 115,586,354 100.49 2010 128,854,709 126,385,602 98.1 2,116,201 128,501,803 99.70 Source: Records of Finance Department,City of Omaha. • 4817-7450-1898.5 6 ly adjusted unemployment rate for the Omaha MSA was 4.7%, compared with 9.2%for the United States. SOURCES OF CITY REVENUES Authority to Levy Property Taxes Under the City Charter, the tax levy of the City in any year for all purposes shall not exceed the total of(i) $0.6125 per$100 of actual taxable value plus (ii)whatever tax levy is necessary to provide for principal and interest payments on the indebtedness of the City, for the administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of judgments and litigation expenses in 4817-7450-1898.5 5 3 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 4817-7450-1898.5 2 ED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 Property Valuations and Property Tax Levies 2006 2007 2008 2009 2010 Actual $22,265,984,445 $25,302,239,770 $26,509,935,870 $27,077,712,200 $26,889,903,480 Valuation Levy(per$100 actual 43.3870 43.3870 43.3870 47.5870 49.9220 valuation) Source:Records and Projections of Finance Department,City of Omaha. City of Omaha taxable property valuations have increased nearly 20.8%from 2006 to 2010. The property tax base has been enhanced through orderly annexation of developed sanitary and improvement districts contiguous to the City. City Sales and Use Taxes The City's sales tax rate of 1.5%, authorized under the provisions of the Nebraska Revenue Act of 1967, has remained unchanged since July 1, 1978. Net sales tax collections declined by 0.2% in 2009 and increased by 4.0% in 2010. Through August 2011, actual City sales tax receipts were down 0.4% compared to the same period in 2010. City Business Taxes Receipts for telephone occupation tax are projected at $14,863,000 for 2011. The Omaha Public Power District Occupation Tax rate is 5%of revenues resulting from the sale of electricity within the corporate limits of the City of Omaha. The 2011 projection of$6,000,000 is based upon the assumption that weather conditions will be warmer than normal. The Cable Television Franchise Fee rate is 5% of gross receipts, generated from the operation of cable television within the City of Omaha. The 2011 revenue estimates are$1,736,000. Vehicle Occupation Tax for 2011 is $8 per rental. The 2011 revenues are projected at $1,800,000. Based on the 5.5%per night occupation tax for hotels/motels, the City estimates that the Hotel/Motel Tax will generate$4,700,000 for the General Fund in 2011. During the 2011 budget process, the City Council enacted a new restaurant fee equal to 2.5%of food and beverage sales. The fee became effective October 1, 2010 and produced $4.4 million of additional unbudgeted revenues in 2010. In 2011, the City anticipates the restaurant fee will generate $18.5 million in revenues. Other Revenues The City receives intergovernmental revenues from a number of sources. Federal and state grants-in-aid and matching funds are received by the City to help fund specific programs and projects. State tax distributions are appropriated by the Nebraska Legislature according to a formula comparing its population to the total population of all incorporated municipalities within the State. The Metropolitan Utilities District pays a payment in lieu of taxes equal to 2%of the annual gross revenue derived from all retail sales of water and gas sold within the City. The Omaha Public Power District makes payments in lieu of taxes at the 1957 in-lieu-of-tax levels as dictated by Section 70-651.01, Reissue Revised Statutes of Nebraska, as amended. 4817-7450-1898.5 7 9 113,644,205 98.8 1,708,782 115,586,354 100.49 2010 128,854,709 126,385,602 98.1 2,116,201 128,501,803 99.70 Source: Records of Finance Department,City of Omaha. • 4817-7450-1898.5 6 ly adjusted unemployment rate for the Omaha MSA was 4.7%, compared with 9.2%for the United States. SOURCES OF CITY REVENUES Authority to Levy Property Taxes Under the City Charter, the tax levy of the City in any year for all purposes shall not exceed the total of(i) $0.6125 per$100 of actual taxable value plus (ii)whatever tax levy is necessary to provide for principal and interest payments on the indebtedness of the City, for the administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of judgments and litigation expenses in 4817-7450-1898.5 5 3 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 4817-7450-1898.5 2 ED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 2011 General Fund Forecast The City formally prepares and makes available a quarterly financial report. For the period ending June 30, 2011, the City's quarterly report projects a year end budget surplus in the City's General Fund of $3.0 million. See the table in APPENDIX B labeled "SUMMARY OF GENERAL FUND REVENUES AND EXPENDITURES". This projected surplus is primarily due to savings from employees benefit costs. The City continues to monitor purchases and approve only "mission critical" or "public safety" related items. Hiring is managed through the Job Bank Committee and only essential positions are filled. One unanticipated event which has resulted in increased expenditures for the City is the flooding of the Missouri River in and around the City. It is estimated that the cost to address problems associated with the flood control will exceed $15 million. The City expects to finance these costs from a variety of sources including insurance proceeds and federal grants or aid. The City has set aside$3.75 million from the City's General Fund to finance any costs not covered by these other sources of funds. 2012 Budget Highlights in connection with the City's adoption of its 2012 budget include: • General Fund appropriations increased to $311.2 million, or 3.67%. Wages increased $4.6 million. Approximately 80%of the General Fund is personnel cost. • Total health care costs included in the 2012 budget _are $56.4 million, of which $45.7 million is attributable to the General Fund. • Overall spending increased from $662.9 million to $730.641 million, or 10.23%. This increase is primarily due to an increase in capital spending in the amount of$87.8 million for the City Sewer system. • Property valuation rose from $26.9 billion in 2010 to $27.5 billion (preliminary 2011 taxable valuation), or 2.2%. Property tax levies remain unchanged from 2011. • Appropriations include a $750,000 transfer to the City's Cash Reserve Fund. The projected 2012 year end balance is$4.1 million. DISPOSITION OF BOND PROCEEDS FOR VARIOUS PURPOSES AND REFUNDING. The proceeds of the Various Purpose Bonds will be applied as follows: the amount of$9,000,000 of the proceeds of such Bonds will be applied to pay the cost of constructing streets and highways; the amount of $1,800,000 of the proceeds of such Bonds will be applied to pay the cost of constructing sewers and sewer related infrastructure; $300,000 of the proceeds of such Bonds will be applied to pay for certain public facilities; $1,100,000 of the proceeds of such Bonds will be used to pay for certain public safety facilities and equipment; and $1,500,000 of the proceeds of such Bonds will be applied to pay for parks and recreation facilities. The proceeds of the Refunding Bonds will be applied to refund certain indebtedness for capital infrastructure improvements in the aggregate principal amount of approximately $9,900,000 (the "Refunded Bonds") for which the City became legally liable upon its annexations of Douglas County Sanitary and Improvement District Nos. 250,288, 322, 327, 347,359, 362, 388,and 393. Appendix E identifies the Refunded Bonds. 4817-7450-1898.5 8 Omaha MSA was 4.7%, compared with 9.2%for the United States. SOURCES OF CITY REVENUES Authority to Levy Property Taxes Under the City Charter, the tax levy of the City in any year for all purposes shall not exceed the total of(i) $0.6125 per$100 of actual taxable value plus (ii)whatever tax levy is necessary to provide for principal and interest payments on the indebtedness of the City, for the administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of judgments and litigation expenses in 4817-7450-1898.5 5 3 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 4817-7450-1898.5 2 ED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 THE BONDS Description of the Bonds The Bonds in aggregate principal amount of$23,800,000* will be dated their date of delivery, October 13, 2011, will be issued in fully registered form and will mature as set forth on the reverse of the cover page of this Official Statement. Interest on the Bonds is payable semiannually on May 15 and November 15 of each year, commencing May 15, 2012. 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 the First National Bank of Omaha, as paying agent and registrar (the "Paying Agent" and"Registrar"), in Omaha,Nebraska. 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 the 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, 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 Preliminary;subject to change 4817-7450-1898.5 9 r tax levy is necessary to provide for principal and interest payments on the indebtedness of the City, for the administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of judgments and litigation expenses in 4817-7450-1898.5 5 3 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 4817-7450-1898.5 2 ED AS TO RATE AND AMOUNT, 'r) L I.2 LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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). 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. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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 4817-7450-1898.5 11 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). 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. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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($5,000 or any multiple thereof)in such order of maturities as determined by the City, 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. 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 immediately preceding the date fixed for redemption. Authority for Issuance The Bonds have been authorized in accordance with the Constitution and statutes of the State of Nebraska, the Charter and proceedings of the Council providing for the issuance thereof, including the Ordinance. The issuance of the Various Purpose Bonds for the purposes referred to in the first sentence under"DISPOSITION OF BOND PROCEEDS FOR VARIOUS PURPOSES AND REFUNDING" was approved by the voters of the City at the May 9, 2006 elections relating to each such purpose. The issuance of the Refunding Bonds for the refunding purposes referred to in the second sentence under such heading was approved by the City Council by authority of Sections 10-142, 10-615 and 10-616, Reissue Revised Statutes of Nebraska, as amended, and applicable provisions of the Charter. Security The Bonds are general obligations of the City, and the City is obligated to levy ad valorem taxes for the payment of said Bonds and the interest thereon upon all property within the City subject to taxation by the City without limitation as to rate or amount. The full faith and credit of the City shall be pledged to the prompt payment of the principal of and interest on the Bonds. See"SOURCES OF CITY REVENUES—Authority to Levy Property Taxes"herein. Revisions of State Property Tax System The State of Nebraska's system of assessing and taxing real and personal property for purposes of local ad valorem taxation for support of local political subdivisions, including the City, has been the subject in recent years of constitutional amendment, legislation and litigation the result of which has been to substantially resolve certain challenges to the validity of the tax system. Governmental units in Nebraska may not adopt budgets for fiscal years beginning on or after July 1, 1998, in excess of 102.5% of the prior fiscal year's budget plus allowable growth(which includes increases in taxable valuation for such things as new construction and annexations). However, such budgetary limitations do not apply to, among other things, revenue pledged to retire bonded indebtedness or budgeted for capital improvements. Governmental units may exceed the budget limit for a given fiscal year by up to an additional 1%upon the affirmative vote of at least 75%of the governing body or in such amount as is approved by a majority vote of the electorate. Effective July 1, 1998, the property tax levies of incorporated cities and villages, such as the City, are limited to a maximum of 450/$100 of taxable 4817-7450-1898.5 12 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 4817-7450-1898.5 11 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). 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. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 valuation(plus an additional 50/$100 to pay the municipality's share of revenue required under interlocal agreements). The levy limit does not apply to levies for preexisting lease-purchase contracts approved prior to July 1, 1998, to bonded indebtedness, such as the Bonds, approved according to law and secured by a levy on property and to pay judgments. The City's 2010 General Fund levy, exclusive of such unlimited levies, is 28.4470/$100 of taxable valuation. A political subdivision may exceed its levy limitation for a period of up to five years by majority vote of the electorate. There can be no assurance that Nebraska's system of assessing and taxing real and personal property will remain substantially unchanged, given the possibility of further legislation and litigation. Such changes could materially and adversely affect the amount of property tax revenues the City and other local governments could collect in future years. The City does not believe, however, that the Nebraska Legislature would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the repayment of its bonds, lease-purchase obligations and other obligations. The opinion of Bond Counsel will be rendered based on the law existing as of the date of issuance of the Bonds and in reliance upon general legal presumptions in favor of the constitutionality of statutes and upon the holdings of existing case law. RATINGS Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), has given the Bonds a rating of" "and Moody's Investors Service ("Moody's") has given the Bonds a rating of" " Any desired explanation of the significance of such ratings should be obtained from S&P and from Moody's. The City furnished the rating agencies with certain information and materials relating to the Bonds and the City which have not been included in this Official Statement. Generally, a rating agency bases its rating on the information and materials so furnished and on investigations, studies and assumptions made by such rating agency. There is no assurance that a particular rating will be maintained for any given period of time or that it will not be lowered or withdrawn entirely if, in the judgment of the agency originally establishing the rating, 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 revision or withdrawal of the rating of the Bonds or to oppose any such proposed revision or withdrawal. Any such change in or withdrawal of such rating could have an adverse effect on the market price of the Bonds. Any explanation of the significance of such ratings should be obtained from the rating agency furnishing such rating. CONTINUING DISCLOSURE The 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 UNDERWRITING Under a Bond Purchase Agreement (the "Agreement") entered into by and between the City and D.A.Davidson &Co. (the "Underwriter"), the Bonds are being purchased at a price of par plus an original issue premium of$ (from which will be paid $ of Underwriter's discount)by the Underwriter for public reoffering by the Underwriter at the initial public offering prices or yields set forth on the inside of the cover page of this Official Statement. The Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in the 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 inside 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. LEGAL OPINION The approving opinion of Kutak Rock LLP ("Bond Counsel") will affirm, among other things, that the Bonds have been authorized and issued in accordance with the Constitution and statutes of the State of Nebraska and the Charter of the City of Omaha, and constitute valid and legally binding obligations of the City, and that the City has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all the property within the City subject to taxation by the City without limitation as to rate or amount. The rights of the holders of the Bonds and the enforceability thereof may be subject to valid bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors. 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. 4817-7450-1898.5 14 st 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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. 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 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. LITIGATION The City is party to legal proceedings which occur in government operations and include claims for property damage and personal injury, contract disputes, discrimination claims and property condemnation proceedings. The legal proceedings, in the opinion of the City management, based on the advice of the City Attorney, are not expected to have a materially adverse effect on the City's financial position at September 1, 2011, after giving effect to available funds provided for such contingencies in the Judgment, Cash Reserve and Contingent Liability Reserve Funds and alternative methods of satisfying judgments,these being identified as: —City's authority to levy under Judgment Fund set by Home Rule Charter. —State Statute, Section 77-1620 R.R.S. 1943,which authorizes a special levy for payment of judgments. —State Statute, Section 13-918 R.R.S. 1943,which authorizes the City to borrow money from the State to satisfy certain judgments. 4817-7450-1898.5 15 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 In addition to amounts recorded by the City as other accrued liabilities,the City Attorney is of the opinion that there is a reasonable possibility that the City will incur additional losses on these lawsuits of approximately$6,526,000. FINANCIAL STATEMENTS The comprehensive annual fmancial report of the City as of and for the year ended December 31, 2010 included as Part Two of Appendix B has been audited by KPMG LLP, independent certified public accountants,as stated in their report appearing therein. VERIFICATION OF MATHEMATICAL COMPUTATIONS The accuracy of the mathematical computations of(a)the adequacy of the maturing principal of and interest earned on the Government Obligations to provide for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds when due, and(b)the actuarial yield on such Government Obligations and on the Refunding Bond, which computations support the conclusion that the Refunding Bonds are not "arbitrage bonds" under Section 148 of the Code, will be verified by Chris D.Berens C.P.A.,P.C., independent certified public accountants. CERTIFICATION AS TO OFFICIAL STATEMENT The City of Omaha, Nebraska, will furnish a certificate signed on its behalf by Pam Spaccarotella, Finance Director of the City of Omaha, and delivered concurrently with the delivery of the Bonds, to the effect that at the date of this Official Statement and at the date of delivery of the Bonds, (i)the information and statements, including financial statements, of or pertaining to the City, contained in this Official Statement were and are correct in all material respects; and (ii) insofar as the City and its affairs, including its financial affairs, are concerned, this 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. The City,by such certificate,will further confirm to the effect that 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 that the City has no reason to believe that they are untrue or incomplete in any material respect. 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 4817-7450-1898.5 16 subsequent thereto or with respect to any pending legislation,regulatory initiatives or litigation. LITIGATION The City is party to legal proceedings which occur in government operations and include claims for property damage and personal injury, contract disputes, discrimination claims and property condemnation proceedings. The legal proceedings, in the opinion of the City management, based on the advice of the City Attorney, are not expected to have a materially adverse effect on the City's financial position at September 1, 2011, after giving effect to available funds provided for such contingencies in the Judgment, Cash Reserve and Contingent Liability Reserve Funds and alternative methods of satisfying judgments,these being identified as: —City's authority to levy under Judgment Fund set by Home Rule Charter. —State Statute, Section 77-1620 R.R.S. 1943,which authorizes a special levy for payment of judgments. —State Statute, Section 13-918 R.R.S. 1943,which authorizes the City to borrow money from the State to satisfy certain judgments. 4817-7450-1898.5 15 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 • APPENDIX A CITY OF OMAHA- , SELECTED ECONOMIC INDICATORS Omaha MSA Population and Employment Population 1 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. 1 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 4817-7450-1898.5 ents, 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 that the City has no reason to believe that they are untrue or incomplete in any material respect. 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 4817-7450-1898.5 16 subsequent thereto or with respect to any pending legislation,regulatory initiatives or litigation. LITIGATION The City is party to legal proceedings which occur in government operations and include claims for property damage and personal injury, contract disputes, discrimination claims and property condemnation proceedings. The legal proceedings, in the opinion of the City management, based on the advice of the City Attorney, are not expected to have a materially adverse effect on the City's financial position at September 1, 2011, after giving effect to available funds provided for such contingencies in the Judgment, Cash Reserve and Contingent Liability Reserve Funds and alternative methods of satisfying judgments,these being identified as: —City's authority to levy under Judgment Fund set by Home Rule Charter. —State Statute, Section 77-1620 R.R.S. 1943,which authorizes a special levy for payment of judgments. —State Statute, Section 13-918 R.R.S. 1943,which authorizes the City to borrow money from the State to satisfy certain judgments. 4817-7450-1898.5 15 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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. 1 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. • 4817-7450-1898.5 A-2 ,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 4817-7450-1898.5 ents, 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 that the City has no reason to believe that they are untrue or incomplete in any material respect. 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 4817-7450-1898.5 16 subsequent thereto or with respect to any pending legislation,regulatory initiatives or litigation. LITIGATION The City is party to legal proceedings which occur in government operations and include claims for property damage and personal injury, contract disputes, discrimination claims and property condemnation proceedings. The legal proceedings, in the opinion of the City management, based on the advice of the City Attorney, are not expected to have a materially adverse effect on the City's financial position at September 1, 2011, after giving effect to available funds provided for such contingencies in the Judgment, Cash Reserve and Contingent Liability Reserve Funds and alternative methods of satisfying judgments,these being identified as: —City's authority to levy under Judgment Fund set by Home Rule Charter. —State Statute, Section 77-1620 R.R.S. 1943,which authorizes a special levy for payment of judgments. —State Statute, Section 13-918 R.R.S. 1943,which authorizes the City to borrow money from the State to satisfy certain judgments. 4817-7450-1898.5 15 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 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). 4817-7450-1898.5 A-3 July 2011 Source: U.S.Bureau of Labor Statistics: State and Area Employment,Hours and Earnings 4817-7450-1898.5 ents, 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 that the City has no reason to believe that they are untrue or incomplete in any material respect. 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 4817-7450-1898.5 16 subsequent thereto or with respect to any pending legislation,regulatory initiatives or litigation. LITIGATION The City is party to legal proceedings which occur in government operations and include claims for property damage and personal injury, contract disputes, discrimination claims and property condemnation proceedings. The legal proceedings, in the opinion of the City management, based on the advice of the City Attorney, are not expected to have a materially adverse effect on the City's financial position at September 1, 2011, after giving effect to available funds provided for such contingencies in the Judgment, Cash Reserve and Contingent Liability Reserve Funds and alternative methods of satisfying judgments,these being identified as: —City's authority to levy under Judgment Fund set by Home Rule Charter. —State Statute, Section 77-1620 R.R.S. 1943,which authorizes a special levy for payment of judgments. —State Statute, Section 13-918 R.R.S. 1943,which authorizes the City to borrow money from the State to satisfy certain judgments. 4817-7450-1898.5 15 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 [This page left blank intentionally.] 4817-7450-1898.5 s Purpose Bonds Series 2011A Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION Part One Selected City of Omaha Financial Information Part Two Comprehensive Annual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: • • [This page left blank intentionally.] • 4817-7450-1898.5 ty of Omaha Financial Information Part Two Comprehensive Annual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: APPENDIX B • CITY OF OMAHA—FINANCIAL INFORMATION PART ONE Selected City of Omaha Financial Information 4817-7450-1898.5 mprehensive Annual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: CITY OF OMAHA,NEBRASKA GENERAL FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years ended December 31,2010 Revenue: 2006 2007 2008 2009 2010 General Property Tax 52,205,484 55,126,392 61,795,651 64,773,742 70,912,516 Motor Vehicle Taxes 8,818,011 8,825,629 9,374,405 9,299,184 9,309,995 City sales&use tax 113,633,982 118,680,986 121,532,796 121,309,926 126,138,188 Business taxes 28,781,008 30,778,878 33,830,794 33,664,179 38,143,460 Taxes in lieu 5,158,725 5,448,575 5,817,788 6,779,901 4,474,712 Licenses&permits 8,216,565 8,150,481 8,155,504 7,125,362 7,935,989 Intergovernmental revenue 3,230,090 3,797,693 3,619,494 3,541,861 3,421,652 Charges for services 16,285,001 18,568,340 19,842,674 19,946,262 21,961,139 Investment income 4,170,840 5,671,876 3,847,009 1,195,845 646,181 Rents&royalties 159,665 120,473 104,961 130,130 1,118,960 Miscellaneous 1,189,362 4,915,605 1,685,643 1,331,891 469,175 Total Revenue 241,848,733 260,084,928 269,606,719 269,098,283 284,531,967 Expenditures: Legislative&Executive 2,458,375 2,621,760 2,540,850 2,597,111 2,621,519 Law,Personnel&Human Relations 5,490,058 5,887,846 5,824,839 5,661,845 5,892,037 Finance 2,340,491 2,389,924 2,276,814 2,480,074 2,417,849 Planning 5,115,735 5,755,897 6,612,669 6,603,010 6,633,359 Parks,Recreation&Public Property 14,899,544 16,483,949 17,887,259 16,977,290 18,134,827 Fire 65,557,730 69,709,351 74,905,411 74,257,000 71,977,607 Police 85,732,138 93,535,664 93,597,942 93,603,374 100,729,317 Public Works 14,227,826 15,140,836 14,988,397 15,588,063 16,731,652 Convention and Tourism 255,600 250,000 0 0 0 Public Library 7,600,999 8,356,835 8,173,587 8,098,422 9,874,149 1 Employee Benefits 16,372,920 17,410,910 19,359,233 22,005,057 20,289,850 Agency&Other Accounts 23,083,677 22,869,002 24,771,326 27,598,496 29,172,082 Total Expenditures 243,135,093 260,411,974 270,938,327 275,469,742 284,474,248 Excess(deficit)of revenues over expenditures: (1,286,360) (327,046) (1,331,608) (6,371,459) 57,719 Other sources(uses)of financial resources: Initial Credit 3,762,999 2,643,828 2,659,323 3,896,110 1,873,465 Operating transfers and encumbrance adjustments(net) 182,684 1,579,328 545,751 2,475,349 1,084,595 Net other sources(uses) 3,945,683 4,223,156 3,205,074 6,371,459 2,958,060 of financial resources Excess(deficiency)of revenues over expenditures&other sources (uses)of financial resources* 2,659,323 3,896,110 1,873,466 0 3,015,779 Fund balance,beginning of yr. 6,406,826 5,303,150 6,555,432 5,769,575 1,873,465 Less initial credit (3,762,999) (2,643,828) (2,659,323) (3,896,110) (1,873,465) Fund balance,end of yr. 5,303,150 6,555,432 5,769,575 1,873,465 3,015,779 Source:Records of the Finance Department,City of Omaha *City of Omaha's procedure in General Fund budgeting is as follows:at the end of each fiscal year the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. 4817-7450-1898.5 B-2 -918 R.R.S. 1943,which authorizes the City to borrow money from the State to satisfy certain judgments. 4817-7450-1898.5 15 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 CITY OF OMAHA,NEBRASKA DEBT SERVICE FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,2010 2006 2007 2008 2009 2010 Revenue: Taxes 37,751,458 39,700,167 44,536,697 46,832,517 52,067,867 In-lieu-of taxes 92,735 88,094 74,594 74,607 56,027 Interest income 114,615 111,542 252,097 214,294 437,998 Parking fees 1,026,585 1,243,110 1,328,971 945,928 1,398,895 Seat tax 594,628 427,038 544,927 360,975 457,758 State turn back revenue 450,389 799,636 2,404,735 2,380,069 3,544,079 Contributions from annexed areas 344,325 14,467,116 10,568,138 491,410 163,248 Build America Bond Credits 227,781 Total revenue and contributions 40,374,735 56,836,703 59,710,159 51,299,800 58,353,653 Expenditures: Outside services: Professional fees&liabilities 292,396 1,848,730 2,071,744 1,151,204 550,778.00 Collection fees 377,054 425,334 446,385 342,458 579,338.00 Total outside services 669,450 2,274,064 2,518,129 1,493,662 1,130,116 General obligation bonds: Interest expense 23,008,972 37,631,606 28,463,687 27,786,112 25,072,592 Bonds retired 35,125,000 39,725,234 109,871,890 76,393,269 67,332,307 Total general obligation bonds 58,133,972 77,356,840 138,335,577 104,179,381 92,404,899 Total expenditures 58,803,422 79,630,904 140,853,706 105,673,043 93,535,015 Excess(deficit)of revenues and contributions over(under) expenditures (18,428,687) (22,794,201) (81,143,547) (54,373,243) (35,181,362) Other Financing sources(uses): Refunding bonds 11,425,000 27,397,421 83,628,251 48,886,711 38,385,126 Excess(deficit)of revenues and contributions over(under) expenditures and other financing sources(uses) (7,003,687) 4,603,220 2,484,704 (5,486,532) 3,203,764 Fund balance at beginning of year: 18,892,007 11,888,320 16,491,540 18,976,244 13,489,712 Fund balance at end of year: 11,888,320 16,491,540 18,976,244 13,489,712 16,693,476 This fund was created by the City Charter and is sustained by a separate debt service fund property tax levy.Its purpose is to accumulate resources for servicing the general obligation bonded debt of the City.The actual property tax revenues are derived from a levy of 17.581 cents per one hundred dollars of taxable valuation in 2006,2007,2008,2009 and 19.281 in 2010. 4817-7450-1898.5 B-3 45,683 4,223,156 3,205,074 6,371,459 2,958,060 of financial resources Excess(deficiency)of revenues over expenditures&other sources (uses)of financial resources* 2,659,323 3,896,110 1,873,466 0 3,015,779 Fund balance,beginning of yr. 6,406,826 5,303,150 6,555,432 5,769,575 1,873,465 Less initial credit (3,762,999) (2,643,828) (2,659,323) (3,896,110) (1,873,465) Fund balance,end of yr. 5,303,150 6,555,432 5,769,575 1,873,465 3,015,779 Source:Records of the Finance Department,City of Omaha *City of Omaha's procedure in General Fund budgeting is as follows:at the end of each fiscal year the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. 4817-7450-1898.5 B-2 -918 R.R.S. 1943,which authorizes the City to borrow money from the State to satisfy certain judgments. 4817-7450-1898.5 15 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 CITY OF OMAHA SPECIAL TAX REVENUE REDEVELOPMENT AND - SPECIAL OBLIGATION DEBT SERVICE FUND Five Years Ended December 31,2010 2006 2007 2008 2009 2010 Revenues: Property tax revenue 1,924,414 1,987,825 2,266,497 2,386,049 4,175,584 Tax allocation revenue 1,752,414 3,926,399 2,270,964 1,975,044 1,841,934 State cigarette tax 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 NRD Miller Park contribution 200,000 200,000 --- --- Douglas County Miller Park contribution 141,176 141,176 141,177 141,177 141,177 Rolling River --- 111,575 --- --- Naming rights convention center 825,000 825,000 825,000 825,000 825,000 Land sales --- 224,260 77,500 850,000 Refunding Bonds\Other Income --- --- 40,596,567 75,119 87,548 Sewer Revenue Fees* 1,519,551 1,517,971 1,518,584 1,517,163 1,515,164 Total revenues 7,862,555 10,434,206 49,196,289 9,269,552 10,086,406 Expenditures: Agency and other accounts 47,445 20,842 56,122 163,898 52,923 Principal payment 2,003,542 4,315,527 35,949,182 3,172,837 3,566,492 Interest 5,281,609 5,094,062 5,454,753 5,733,379 5,892,020 Sewer Special Obligation debt service* 1,519,551 1,517,971 1,518,584 1,517,163 1,515,164 Professional fees 114,917 168,275 6,330,887 95,027 6,785 Total expenditures 8,967,064 11,116,677 49,309,528 10,682,304 11,033,384 Excess(deficit)of revenues over expenditures (1,104,509) (682,471) (113,239) (1,412,752) (946,978) Fund balance,beginning of year: Fund balance 8,894,508 7,789,999 7,107,528 6,994,289 5,581,537 Fund balance,end of year: Fund balance 7,789,999 7,107,528 6,994,289 5,581,537 4,634,559 This redevelopment levy is used to pay bond and interest payments on Redevelopment Bonds.The levy for 2006,2007,2008 and 2009.894 cents per$100 of taxable valuation.The levy for 2010 increases to 1.594 cents.The State Community Development Law authorizes a taxing authority of 2.6 cents on each$100 upon actual value of all taxable property in the City.The Omaha Special Tax Revenue Redevelopment and Special Obligation Debt Service Fund services the following issuances: Name Date of Issue Date Retired Downtown Northeast Redevelopment Project 1999 2019 Riverfront Redevelopment Project Series 2002A 2002 2032 Riverfront Special Obligating Series 2002A 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 2008 Redevelopment(Stockyards&Downtown) 2008 2013 2008 Special Obligation Refunding(Riverfront) 2008 2026 Special Tax Revenue Redevelopment 2008 2028 Special Tax Revenue Redevelopment 2009 2029 In 2002,the 2002 Special Obligation Bonds were issued.These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax, NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4817-7450-1898.5 B-4 less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. 4817-7450-1898.5 B-2 -918 R.R.S. 1943,which authorizes the City to borrow money from the State to satisfy certain judgments. 4817-7450-1898.5 15 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 CITY OF OMAHA,NEBRASKA SUMMARY OF GENERAL FUND REVENUES AND EXPENDITURES THROUGH JUNE 30,2011 2011 Actual Projected Projected Over Budgeted 6/30/2011 12/31/2011 (Under)Budget Revenues: General Property Tax $ 77,037,699 $60,648,953 $ 77,395,854 $ 358,155 Motor Vehicle Taxes 9,408,238 4,251,196 8,900,000 (508,238) City Sales and Use Tax 126,900,000 62,849,584 127,210,500 310,500 Business Taxes 34,129,908 15,474,819 32,505,525 (1,624,383) Restaurant Tax 14,779,753 9,165,937 18,486,415 3,706,662 Licenses and Permits 7,795,680 3,128,564 6,815,601 (980,079) Intergovernmental Revenues 7,895,057 3,889,696 6,745,696 (1,149,361) Charges for Services 19,635,448 8,838,034 19,974,150 338,702 Investment Income 1,620,000 189,597 500,000 (1,120,000) Miscellaneous Other Revenue 1,023,995 625,588 1,023,995 - Prior Year General Fund Balance 0 0 0 - Total General Fund Revenue $300,225,778 $169,061,968 $299,557,736 $(668,042) Expenditures: Legislative&Executive $ 2,781,215 $ 1,305,013 $ 2,750,755 $ (30,460) Law,Personnel&Human Relations 5,926,996 2,982,586 5,973,008 46,012 Finance 2,820,038 1,288,405 2,792,660 (27,378) Planning 6,934,222 3,088,827 6,837,709 (96,513) Parks,Recreation&Public Property 17,005,519 8,021,629 16,869,477 (136,042) Fire 67,715,884 32,242,788 66,403,183 (1,312,701) Police 111,915,095 52,321,774 111,794,826 (120,269) Public Works 16,097,386 6,442,384 19,908,340 3,810,954 Convention&Tourism - - - - Public Library 10,358,791 5,166,579 10,091,604 (267,187) Benefits 24,635,172 7,065,551 19,801,514 (4,833,658) Outside Agency Accounts 18,909,830 8,961,239 18,727,323 (182,507) Contingency and Other Accounts 15,125,630 4,158,943 14,655,155 (470,475) Total General Fund Expenditures $300,225,778 $133,045,718 $296,605,554 $(3,620,224) Excess Revenues over Expenditures - $2,952,182 Projected 2011 General Fund Budget Carryover Reserve $2,952,182 Source: Unaudited records and projections of the Finance Department,City of Omaha as of June 30,2011. These records and projections have not been reviewed by the City's outside auditors:projections are projections only. Actual results as the result of the Year 2011 year-end audit may differ significantly. Note:Public Works Expenditures includes a$3.75 million dollar flood related expense that is part of the budget overage. See "SOURCES OF CITY REVENUES-2011 General Fund Forecast"herein. 4817-7450-1898.5 B-5 evelopment B 2007 2011 2008 Redevelopment(Stockyards&Downtown) 2008 2013 2008 Special Obligation Refunding(Riverfront) 2008 2026 Special Tax Revenue Redevelopment 2008 2028 Special Tax Revenue Redevelopment 2009 2029 In 2002,the 2002 Special Obligation Bonds were issued.These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax, NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4817-7450-1898.5 B-4 less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. 4817-7450-1898.5 B-2 -918 R.R.S. 1943,which authorizes the City to borrow money from the State to satisfy certain judgments. 4817-7450-1898.5 15 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 CITY OF OMAHA,NEBRASKA GENERAL FUND FISCAL YEAR 2011 BUDGET AND 2012 BUDGET 2011 2012 Budgeted Budgeted Revenues: Property Tax $ 77,037,698 $ 78,519,348 Motor Vehicle Tax 9,408,238 9,408,238 City Sales Tax(netted against LB 775) 126,900,000 131,466,507 Business Tax 32,462,840 33,775,353 Licenses and Permits 7,795,680 8,620,323 Intergovernmental Revenues 7,895,057 4,877,090 Charges for Service 19,529,138 19,252,164 Investment Income 1,620,000 1,375,000 Rents&Royalties 203,600 204,000 Restaurant Tax 14,779,753 19,084,888 Miscellaneous 2,593,774 1,639,475 Initial Credit 3,015,778 Total Revenue $300,225,778 $311,238,164 Expenditures: Legislative&Executive $ 2,781,215 $ 2,876,989 Law,Human Resources&Human Relations 5,926,996 6,192,058 Finance 2,820,038 3,300,346 Planning 6,790,822 6,972,304 Police 111,915,095 115,920,343 Fire 67,715,884 66,914,984 Parks,Recreation and Public Property 17,005,519 17,688,172 Public Works 16,097,386 17,322,527 Library 10,358,791 10,564,133 Other Budgetary Accounts—Benefits 24,635,172 26,199,899 Other Budgetary Accounts—Other 27,502,190 30,128,279 Other Budgetary Accounts-Debt Service 6,676,670 7,158,130 Total Expenditures $300,225,778 $311,238,164 Source:Finance Department,City of Omaha 4817-7450-1898.5 B-6 ,810,954 Convention&Tourism - - - - Public Library 10,358,791 5,166,579 10,091,604 (267,187) Benefits 24,635,172 7,065,551 19,801,514 (4,833,658) Outside Agency Accounts 18,909,830 8,961,239 18,727,323 (182,507) Contingency and Other Accounts 15,125,630 4,158,943 14,655,155 (470,475) Total General Fund Expenditures $300,225,778 $133,045,718 $296,605,554 $(3,620,224) Excess Revenues over Expenditures - $2,952,182 Projected 2011 General Fund Budget Carryover Reserve $2,952,182 Source: Unaudited records and projections of the Finance Department,City of Omaha as of June 30,2011. These records and projections have not been reviewed by the City's outside auditors:projections are projections only. Actual results as the result of the Year 2011 year-end audit may differ significantly. Note:Public Works Expenditures includes a$3.75 million dollar flood related expense that is part of the budget overage. See "SOURCES OF CITY REVENUES-2011 General Fund Forecast"herein. 4817-7450-1898.5 B-5 evelopment B 2007 2011 2008 Redevelopment(Stockyards&Downtown) 2008 2013 2008 Special Obligation Refunding(Riverfront) 2008 2026 Special Tax Revenue Redevelopment 2008 2028 Special Tax Revenue Redevelopment 2009 2029 In 2002,the 2002 Special Obligation Bonds were issued.These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax, NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. 4817-7450-1898.5 B-4 less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. 4817-7450-1898.5 B-2 -918 R.R.S. 1943,which authorizes the City to borrow money from the State to satisfy certain judgments. 4817-7450-1898.5 15 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 previous undertakings under the Rule. 4817-7450-1898.5 13 r such other nominee as may be requested by an authorized representative of DTC. 4817-7450-1898.5 10 INTEREST ON THE BONDS. .�a .2 MATURITY SCHEDULE c.=.o (on inside cover page) o U G .g N This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the ,,, , entire Official Statement to obtain information essential and material to the making of an informed investment decision. c , The Bonds are being offered when, as and if issued by the City and accepted by the Underwriter, subject to the approval of • E'u 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 o made on or about October 13,2011,at DTC in New York,New York against payment therefor. R • 0 c m a, a COMPANIES Dated: September_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . 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A Mp 0 69.-. 6�9 N co y 0 a wm a) v o C 0,0 CA "Cy 0 u O C y 00 O1 a\ lD 00 O a\ 00 N M D\ a1 00 et O 10 10 -. v) v) , , v) nj •� Ct u yO O L � NMM C111� h o0 v) N C7110 CA N CA ID -• V) t- d' y� 'S el N p' al "O1 kn..,O 'O V) N N M N 00 N 00 N N 00 M V Cr) O 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 • PROPERTY VALUATIONS AND DEBT RATIOS As of December 31 2006 2007 2008 2009 2010 Actual Valuation' $22,265,984,445 $25,302,239,770 $26,509,935,870 $27,077,712,200 $26,889,903,480 Net Direct General Obligation Bonded Debt 464,368,152 520,334,932 539,086,218 532,339,481 509,486,524 %of Net Direct General Obligation Bonded Debt to Actual Valuation 2.09% 2.06% 2.03% 1.97% 1.89% 'The preliminary 2011 taxable valuation is$27,483,461,735. Source: Records of Accounting Department,Office of the Douglas County Clerk. Population,Net General Bonded Debt and Per Capita Debt Per Capita Net Direct Net Direct General Obligation General Obligation Year Population' Bonded Debt2'3 Bonded Debt 1950 251,117 $ 11,100,500 $ 44.00 1960 301,598 30,697,871 102.00 1970 346,929 71,586,248 206.00 1980 313,911 73,939,298 236.00 1990 335,795 115,435,013 344.00 2000 390,007 408,103,671 1,046.00 2001 404,516 423,338,935 1,047.00 2002 408,202 417,421,740 1,023.00 2003 412,679 421,869,470 1,022.00 2004 417,702 439,551,010 1,052.00 2005 423,255 465,864,465 1,101.00 2006. 428,263 464,368,152 1,084.00 2007 432,791 520,334,932 1,202.00 2008 438,791 539,312,795 1,229.00 2009 454,731 532,339,481 1,171.00 2010 409,850 509,486,524 1,246.00 'Source: United States Census and Metropolitan Area Planning Agency,City of Omaha. 2Records of the Finance Department,City of Omaha. 3In 1982, the City of Omaha inaugurated a new annexation policy. The current annexation policy is designed to create annual, balanced annexation packages and establish consistency from year to year. Such annexation packages combine areas with relatively high outstanding indebtedness in relation to assessed valuation with other areas that have a more positive financial picture. These balanced packages can then be added to the City without tax increase to cover retirement of the additional debt assumed by the City. Under this approach,Omaha has grown by approximately 95,939 people and 41 square miles as a result of annexations since 1980. 4817-7450-1898.5 B-8 0 N N DD M Cr) U O i ° 0 '+7• +O+ 'N �'' 00 � V7-• V) V)Mv t- v �00 MO V) N1D V)v O1 O V] 0 p C Cr) en O N O1 00 N �--• M 00 N N N -• 4-� C ,y �+ Qi F 'y� ~ N CA„•-+ d.,ht". ,O V) Wn M -• MM V) -. 01NM 0 00 O S,i I. 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A Mp 0 69.-. 6�9 N co y 0 a wm a) v o C 0,0 CA "Cy 0 u O C y 00 O1 a\ lD 00 O a\ 00 N M D\ a1 00 et O 10 10 -. v) v) , , v) nj •� Ct u yO O L � NMM C111� h o0 v) N C7110 CA N CA ID -• V) t- d' y� 'S el N p' al "O1 kn..,O 'O V) N N M N 00 N 00 N N 00 M V Cr) O 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 OVERLAPPING DEBT Listed below are the political subdivisions which have the power to levy taxes and the amount of net bonded indebtedness of each, as reported to the State of Nebraska Auditor of Public Accounts on July 11,2011,applicable to the taxable property within the City of Omaha: %Applicable to $Amount Bonds Outstanding City of Omaha Applicable Douglas County' $ 71,770,000 75.51% $ 54,194,962 Omaha-Douglas Public Building Commission 40,715,000 75.51 30,744,710 School District of Omaha3 263,122,918 85.713 224,109,723 School District of Ralston3 29,110,000 72.63 21,143,493 School District of Millard3 135,500,000 70.848 96,000,198 School District of Elkhorn 135,705,009 51.45 69,814,126 School District No.66 of Douglas County3 28,065,000 100.00 28,065,000 Total $639,835,908 $524,072,215 I Douglas County, under various lease purchase agreements, is obligated to provide for annual rental payments. The annual payments on those lease purchase agreements,mostly short-term,are in each case$500,000 or less. 2 Payable from certain property tax revenues and payments to be made to it by the City of Omaha and Douglas County under certain contractual agreements. Actual rental payments by the City for 2010 were$1,400,000. The Act authorizing issuance of bonds by the Omaha-Douglas Public Building Commission(the"Commission")permits the Commission to levy a tax of$.017 per$100 of actual valuation on all the taxable property in Douglas County; the levy for 2010-11 is $0.013 per$100 of actual valuation. However, although the same Act authorizes the City to levy a tax on all the taxable property in the City, except intangible property,of$0.017 per$100 of actual valuation in excess of the Charter limitation described under"AUTHORITY TO LEVY TAXES,"if and to the extent necessary to make the City's payments to the Commission,no such levy has ever been made by the City for such purpose. 3 Tax levies for general obligation bond sinking fund purposes are unlimited as to amount. Residents of the City reside in one of the five school districts and pay taxes only to that school district. These numbers represent bonds outstanding as of July 11, 2011. The City's ratio of direct and overlapping debt ($1,033,558,739) to its 2011 property valuation ($27,483,461,755)is 3.76%. LONG-TERM CONTRACTUAL AGREEMENTS The City of Omaha, under certain existing contractual agreements (including lease purchase agreements), is obligated to provide for annual payments which are a charge on the General Fund and the Parking Revenue Fund. From 2010 to 2040, the highest annual payment is $15,566,019 (in 2012), the lowest is $7,435,015 (in 2040); and the average annual payment is $10,118,103. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. 4817-7450-1898.5 B-9 00 en N Cr) Cr) Cr) Cr) Cr) W 0 0 vi •C 'O F. .E rr Cr)^N N N M N O 'O tt 7 � un E. 0 0 ra CIS 7 Om 'fl -. -. .. ,-. -•. -. 69~041 y y 69 � � a • 0 c,„ N . a u x _ y O O1 -• M.-• 10 00 -• Cr) V) V) Cr) O M VD tU i•. •L p 7 i. 0000 V)on O5h ON 0001 00 on N100 CA 0OONN N. Iu on d A y 'a a+�' OO000)cn 1000 ooNr)10- 0000 O; •a U ..,., W .r O C VD V) O N M C71 M O1 00 V) V) \D N a) $. A Mp 0 69.-. 6�9 N co y 0 a wm a) v o C 0,0 CA "Cy 0 u O C y 00 O1 a\ lD 00 O a\ 00 N M D\ a1 00 et O 10 10 -. v) v) , , v) nj •� Ct u yO O L � NMM C111� h o0 v) N C7110 CA N CA ID -• V) t- d' y� 'S el N p' al "O1 kn..,O 'O V) N N M N 00 N 00 N N 00 M V Cr) O 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding' as of December 31,2010 City of Omaha: Tax Increment Bonds and Notes $ 265,925,126 Special Tax Revenue Bonds 45,510,000 Highway Allocation Revenue Bonds 1,920,000 Convention Center Hotel Revenue Bonds 146,435,000 Special Obligation Bonds* 80,025,000 Omaha Public Power District • 1,980,488,000 Airport Authority of the City of Omaha 27,422,533 Sanitary Sewerage System Revenue Bonds 154,724,562 Nebraska Department of Environmental Control Sewer Revenue Notes. 6,649,992 Metropolitan Utilities District 194,168,736 'Revenue bond indebtedness is not general obligation debt of the City. Principal and interest are paid solely from revenues arising from operations of the respective City facilities or of the Authority or District issuing such revenue bonds. No taxes are levied for payment of either principal or interest. Nor are the Tax Increment Bonds and Notes and Special Tax Revenue Bonds referred to above general obligations of the City. Principal and interest are paid(1)either from that portion of the ad valorem tax on real property in a redevelopment project which is in excess of that portion of the ad valorem tax upon real property in such redevelopment project produced by the levy at the rate fixed each year by or for each public body levying a tax in such redevelopment project on the valuation for assessment of the taxable real property as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. 'Including$18,228,634 paid from sewer revenues. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-10 EVY TAXES,"if and to the extent necessary to make the City's payments to the Commission,no such levy has ever been made by the City for such purpose. 3 Tax levies for general obligation bond sinking fund purposes are unlimited as to amount. Residents of the City reside in one of the five school districts and pay taxes only to that school district. These numbers represent bonds outstanding as of July 11, 2011. The City's ratio of direct and overlapping debt ($1,033,558,739) to its 2011 property valuation ($27,483,461,755)is 3.76%. LONG-TERM CONTRACTUAL AGREEMENTS The City of Omaha, under certain existing contractual agreements (including lease purchase agreements), is obligated to provide for annual payments which are a charge on the General Fund and the Parking Revenue Fund. From 2010 to 2040, the highest annual payment is $15,566,019 (in 2012), the lowest is $7,435,015 (in 2040); and the average annual payment is $10,118,103. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. 4817-7450-1898.5 B-9 00 en N Cr) Cr) Cr) Cr) Cr) W 0 0 vi •C 'O F. .E rr Cr)^N N N M N O 'O tt 7 � un E. 0 0 ra CIS 7 Om 'fl -. -. .. ,-. -•. -. 69~041 y y 69 � � a • 0 c,„ N . a u x _ y O O1 -• M.-• 10 00 -• Cr) V) V) Cr) O M VD tU i•. •L p 7 i. 0000 V)on O5h ON 0001 00 on N100 CA 0OONN N. Iu on d A y 'a a+�' OO000)cn 1000 ooNr)10- 0000 O; •a U ..,., W .r O C VD V) O N M C71 M O1 00 V) V) \D N a) $. A Mp 0 69.-. 6�9 N co y 0 a wm a) v o C 0,0 CA "Cy 0 u O C y 00 O1 a\ lD 00 O a\ 00 N M D\ a1 00 et O 10 10 -. v) v) , , v) nj •� Ct u yO O L � NMM C111� h o0 v) N C7110 CA N CA ID -• V) t- d' y� 'S el N p' al "O1 kn..,O 'O V) N N M N 00 N 00 N N 00 M V Cr) O 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 • TOTAL PROPERTY TAX LEVIES IN THE CITY OF OMAHA (Levied on Real and Tangible Personal Property) 2006 2007 2008 2009 2010 2011 City of Omaha. Amount per$100 of actual Valuation (Rounded to four decimals) General Fund $.2431 $.2431 $.2431 $.2431 $.2611 $.2845 . Debt Service Fund .1759 .1759 .1759 .1759 .1759 .1928 Judgment Fund .0060 .0060. .0060 .0060 .0060 .0060 .0089 .0089 .0089 .0089 .0089 .0159 Redevelopment Fund Total for City of Omaha $.4339 $.4339 $.4339 $.4339 $.4759 $.4992 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 (Amount per$100 of actual Valuation) Other Taxing Units Douglas County $ .26427 $ .26144 $0.24519 $0.24519 $2645919 $.26459 Library-(Unincorporated Areas Only) .02122 .01855 0.01770 0.01807 0.01553 School District of Omaha' 1.21849 1.19930 1.20059 1.20064 0.25572 0.25863 School District No.66 of Douglas County' 1.28885 1.30156 1.25282 1.25302 0.29106 0.3289 School District of Ralston' 1.30261 1.29216 1.26197 1.29738 0.30785 0.3247 School District of Millard' 1.28995 1.27958 1.20999 1.20997 0.25000 0.2600 School District of Elkhorn' 1.23776 1.29165 1.30510 1.30499 0.34499 0.3650 • State Educational Service Units2 .0150 .0150 0.01500 0.01500 0.01500 0.01500 Omaha-Douglas Public Building Commission .01096 .01096 0.01096 0.01300 0.01300 0.01300 Papio Missouri River Natural Resources District .03909 .03844 0.03485 0.03375 0.03375 0.03275 Metropolitan Technical Community College .0674 .0674 0.06740 0.06740 0.08500 0.08500 Omaha Transit Authority .04890 .04871 0.04617 0.04613 0.04674 0.04872 Learning Community 3 - - - - 0.96500 0.95125 'Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district. 2Residents residing in school districts other than the School District of Omaha pay $0.01618 for years 2009-10, $0.01642 for years 2008-09, $0.01629 for years 2007-08,$0.01642 for years 2006-07 and$0.01657 for years 2005-06. 3Comprised of all 11 school districts within Douglas and Sarpy Counties, the Learning Community implemented a common property tax levy among the 11 school districts with the purpose of helping distribute property tax revenue more evenly throughout the school districts in the area. 4817-7450-1898.5 B-11 rage annual payment is $10,118,103. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. 4817-7450-1898.5 B-9 00 en N Cr) Cr) Cr) Cr) Cr) W 0 0 vi •C 'O F. .E rr Cr)^N N N M N O 'O tt 7 � un E. 0 0 ra CIS 7 Om 'fl -. -. .. ,-. -•. -. 69~041 y y 69 � � a • 0 c,„ N . a u x _ y O O1 -• M.-• 10 00 -• Cr) V) V) Cr) O M VD tU i•. •L p 7 i. 0000 V)on O5h ON 0001 00 on N100 CA 0OONN N. Iu on d A y 'a a+�' OO000)cn 1000 ooNr)10- 0000 O; •a U ..,., W .r O C VD V) O N M C71 M O1 00 V) V) \D N a) $. A Mp 0 69.-. 6�9 N co y 0 a wm a) v o C 0,0 CA "Cy 0 u O C y 00 O1 a\ lD 00 O a\ 00 N M D\ a1 00 et O 10 10 -. v) v) , , v) nj •� Ct u yO O L � NMM C111� h o0 v) N C7110 CA N CA ID -• V) t- d' y� 'S el N p' al "O1 kn..,O 'O V) N N M N 00 N 00 N N 00 M V Cr) O 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 MAJOR TAXPAYERS The following are firms located within the City of Omaha with real estate valuations in excess of $25,000,000 as of August 15, 2011. Value of Taxpayer Real Property OAK VIEW MALL LLC $103,070,800 UNITED OF OMAHA LIFE INS 95,101,200 • WESTROADS MALL LLC 92,602,800 168TH AND DODGE LP 90,337,700 NEBRASKA FURNITURE MART 73,825,500 CREIGHTON ST JOSEPH REGIONAL 62,978,500 FIRST DATA RESOURCES INC 59,048,200 COMMERCIAL FED SAV&LOAN 55,451,100 IRET-MR9 LLC 54,807,300 SFI LTD PARTNERSHIP 49,271,900 TARGET CORPORATION 46,978,800 FIRST NATIONAL BANK OMAHA 43,644,700 ALEGENT HEALTH 40,862,800 EM OMAHA OWNER LLC 40,368,700 BISHOP CLARKSON MEMORIAL HOSP 40,283,700 W 0 W LIFE INS SOC 40,000,000 WAL-MART REAL ESTATE BUS TR 39,186,500 CLF LANDMARK OMAHA LLC 39,129,700 WACHOVIA DEVELOPMENT CO 36,650,300 OMAHA PLAZA INVESTMENTS LLC 36,287,300 CAGR LLC 34,761,700 WELLS FARGO BANK NEBRASKA 32,053,400 SECURITY NATL PROPERTIES FUND 31,638,300 GUARANTEE MUTUAL LIFE 31,132,000 OMAHA MARKETPLACE HOLDINGS LL 30,794,700 WEST TELESERVICES CORP 30,006,900 CONNECTICUT NATL BANK TR 30,000,000 REGENCY LAKESIDE ASSOC LLC 28,750,800 IRET PROPERTIES 28,628,800 FIRST NATL OF NEBR INC 28,216,300 LOZIER CORP 27,532,400 CONAGRA FOODS INC 26,561,500 WAL-MART REAL ESTATE BUSINESS 26,213,100 VK BLONDO PROPERTIES LP 25,624,800 ROE-NORTH PARK II LLC 25,623,300 Source: Records of the Tax Control Supervisor,Office of the Douglas County Clerk 4817-7450-1898.5 B-12 0.04674 0.04872 Learning Community 3 - - - - 0.96500 0.95125 'Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district. 2Residents residing in school districts other than the School District of Omaha pay $0.01618 for years 2009-10, $0.01642 for years 2008-09, $0.01629 for years 2007-08,$0.01642 for years 2006-07 and$0.01657 for years 2005-06. 3Comprised of all 11 school districts within Douglas and Sarpy Counties, the Learning Community implemented a common property tax levy among the 11 school districts with the purpose of helping distribute property tax revenue more evenly throughout the school districts in the area. 4817-7450-1898.5 B-11 rage annual payment is $10,118,103. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. 4817-7450-1898.5 B-9 00 en N Cr) Cr) Cr) Cr) Cr) W 0 0 vi •C 'O F. .E rr Cr)^N N N M N O 'O tt 7 � un E. 0 0 ra CIS 7 Om 'fl -. -. .. ,-. -•. -. 69~041 y y 69 � � a • 0 c,„ N . a u x _ y O O1 -• M.-• 10 00 -• Cr) V) V) Cr) O M VD tU i•. •L p 7 i. 0000 V)on O5h ON 0001 00 on N100 CA 0OONN N. Iu on d A y 'a a+�' OO000)cn 1000 ooNr)10- 0000 O; •a U ..,., W .r O C VD V) O N M C71 M O1 00 V) V) \D N a) $. A Mp 0 69.-. 6�9 N co y 0 a wm a) v o C 0,0 CA "Cy 0 u O C y 00 O1 a\ lD 00 O a\ 00 N M D\ a1 00 et O 10 10 -. v) v) , , v) nj •� Ct u yO O L � NMM C111� h o0 v) N C7110 CA N CA ID -• V) t- d' y� 'S el N p' al "O1 kn..,O 'O V) N N M N 00 N 00 N N 00 M V Cr) O 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 DEBT MANAGEMENT General Obligation Debt Margin Article V, Section 5.27,Home Rule Charter of the City of Omaha, 1956, as amended,provides: The total amount of general obligation indebtedness outstanding at any time,which shall include bonds issued but shall not include bonds authorized until they are issued, shall not exceed 3.5 per cent of the actual value of taxable real and personal property in the city. Computation of the general obligation debt margin as defined in the Home Rule Charter, based upon valuations,reflects the following: Maximum debt limit(3.5%of total assessed valuation) $941,146,622 General obligation bonds outstanding 526,180,000 Less balance in General Obligation Debt (16,693,476) (509,486,524) Service Fund December 31,2010 General obligation debt margin $431,660,098 Revenue bond indebtedness, special obligation bonds, general obligation notes and lease-purchase agreements are not chargeable against the general obligation debt margin. The City of Omaha has no general obligation notes outstanding. Revenue and special obligation bond indebtedness and lease purchase agreement obligations are set forth herein under the captions "OVERLAPPING DEBT" and "LONG-TERM CONTRACTUAL AGREEMENTS—City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding." Debt Payment Record The City of Omaha has never defaulted on its obligations to pay principal of or interest on its indebtedness. General Obligation Bonds Authorized But Unissued Upon the issuance of the Various Purpose Bonds, the City will have $100,746,000 of general obligation bonds authorized but unissued, of which $79,300,000 were approved by the City electorate on May 11, 2010. The City anticipates that these bonds will be issued in varying amounts annually through 2016. CASH RESERVE FUND At a special City election held on November 6, 1984, voters of the City approved an amendment to Section 5.03 of the City Charter to provide in subsection(10) for the establishment of a cash reserve fund("Cash Reserve Fund") for the purpose of meeting emergencies arising from: (a) the loss or partial loss of a revenue source; 4817-7450-1898.5 B-13 2Residents residing in school districts other than the School District of Omaha pay $0.01618 for years 2009-10, $0.01642 for years 2008-09, $0.01629 for years 2007-08,$0.01642 for years 2006-07 and$0.01657 for years 2005-06. 3Comprised of all 11 school districts within Douglas and Sarpy Counties, the Learning Community implemented a common property tax levy among the 11 school districts with the purpose of helping distribute property tax revenue more evenly throughout the school districts in the area. 4817-7450-1898.5 B-11 rage annual payment is $10,118,103. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. 4817-7450-1898.5 B-9 00 en N Cr) Cr) Cr) Cr) Cr) W 0 0 vi •C 'O F. .E rr Cr)^N N N M N O 'O tt 7 � un E. 0 0 ra CIS 7 Om 'fl -. -. .. ,-. -•. -. 69~041 y y 69 � � a • 0 c,„ N . a u x _ y O O1 -• M.-• 10 00 -• Cr) V) V) Cr) O M VD tU i•. •L p 7 i. 0000 V)on O5h ON 0001 00 on N100 CA 0OONN N. Iu on d A y 'a a+�' OO000)cn 1000 ooNr)10- 0000 O; •a U ..,., W .r O C VD V) O N M C71 M O1 00 V) V) \D N a) $. A Mp 0 69.-. 6�9 N co y 0 a wm a) v o C 0,0 CA "Cy 0 u O C y 00 O1 a\ lD 00 O a\ 00 N M D\ a1 00 et O 10 10 -. v) v) , , v) nj •� Ct u yO O L � NMM C111� h o0 v) N C7110 CA N CA ID -• V) t- d' y� 'S el N p' al "O1 kn..,O 'O V) N N M N 00 N 00 N N 00 M V Cr) O 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 (b) an unanticipated expenditure demand due to a natural disaster, casualty loss or act of God; (c). expenditure demand for the satisfaction of judgments and litigation expenses when the Judgment Levy Fund balance is inadequate; or (d) conditions wherein serious loss of life, health or property is threatened or has occurred. The 1984 amendment to the City Charter authorized the appropriation at the close of any fiscal year for credit to the Cash Reserve Fund of any amount, or portion thereof, held as General Fund surplus. Income earned on amounts credited to the Cash Reserve Fund is retained in the fund. The maximum size of the Cash Reserve Fund was established at an amount equal to 4%of General Fund appropriations. The ordinance adopted by the City Council to close Fiscal 1984 Accounts provided that the sum of $1,600,000 be transferred from 1984 available budgetary balances as the initial credit to the Cash Reserve Fund to be held as provided in Section 5.03(10) of the City Charter. In 2009, $2.7 million was transferred to the General Fund, leaving the balance as of December 31, 2009 of$2,945,881. EMPLOYEE RELATIONS: RETIREMENT SYSTEMS General The City of Omaha negotiates with four major unions: The Civilian Management Professional and Technical Employees Council; The Omaha City Employees, Local No. 251; The Omaha Association of Firefighters, Local No. 385 (the"Fire Union"); and The Omaha Police Union,Local No. 1 (the"Police Union"). Current agreements with the four unions expire as follows: The Civilian Management Professional and Technical Employees Council—December 22, 2012; Omaha Association of Firefighters, Local No. 385—December 29, 2008; Omaha City Employees, Local No. 251—December 22, 2012; and Omaha Police Union,Local No. 1—December 21,2013. The negotiating procedure involves meeting with the designated union representatives and discussing economic and noneconomic items regarding contractual agreements. At any time, should an impasse be reached, Nebraska law provides that either party may appeal to the Nebraska Commission of Industrial Relations. Either party may appeal the decision of such Commission to the Nebraska Supreme Court,whose decision is final. Investors should note that (i)the information included in herein relating to the City's Uniform Plan and Civilian Plan (each as hereinafter defined) relies on information produced by Cavanaugh Macdonald Consulting, LLC (the "Actuary"), (ii)actuarial assessments are "forward-looking" information that reflect the judgment of the fiduciaries of the plans, and (iii)actuarial assessments are based upon a variety of assumptions, one or more of which may prove to be inaccurate or be changed in the future, and will change with the future experience of plans. The City engaged Cavanaugh Macdonald Consulting, LLC in 2011 pursuant to a request for proposal process. Cavanaugh replaced Milliman Consultants and Actuaries as the City's actuary as of that date. Actuarial Methods and Assumptions Valuations of the plans use the"entry age-normal"cost method. Under this actuarial method, the value of future costs attributable to future employment of participants is determined. The value of future costs attributable to past employment of participants, which is called the actuarial liability, is equal to the 4817-7450-1898.5 B-14 • 0 c,„ N . a u x _ y O O1 -• M.-• 10 00 -• Cr) V) V) Cr) O M VD tU i•. •L p 7 i. 0000 V)on O5h ON 0001 00 on N100 CA 0OONN N. Iu on d A y 'a a+�' OO000)cn 1000 ooNr)10- 0000 O; •a U ..,., W .r O C VD V) O N M C71 M O1 00 V) V) \D N a) $. A Mp 0 69.-. 6�9 N co y 0 a wm a) v o C 0,0 CA "Cy 0 u O C y 00 O1 a\ lD 00 O a\ 00 N M D\ a1 00 et O 10 10 -. v) v) , , v) nj •� Ct u yO O L � NMM C111� h o0 v) N C7110 CA N CA ID -• V) t- d' y� 'S el N p' al "O1 kn..,O 'O V) N N M N 00 N 00 N N 00 M V Cr) O 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 present value of benefits less the present value of future normal costs. The unfunded actuarial liability is equal to the excess of the actuarial liability over assets. The unfunded actuarial liability is funded as a level percent of payroll over a 30 year closed period that began January 1, 2002. As experience develops with the plans, actuarial gains and actuarial losses result. These actuarial gains and losses indicate the extent to which actual experience is deviating from that expected on the basis of the actuarial assumptions. In each year, as they occur, actuarial gains and losses are recognized in the unfunded actuarial liability as of the actuarial valuation date. The plans use an asset-smoothing method in the actuarial valuation process. As a result, each plan's funded status and the targeted contribution are based on the actuarial (smoothed)value of assets— not the actual market value. See the two tables below for a comparison of each plan's Market Value of Assets to its Actuarial Value of Assets. CIVILIAN PLAN Date Market Value of Actuarial Value of AVA/ Assets(MVA) Assets(AVA) MVA 1/1/2008 $294,658,022 $283,243,750 96.13% 1/1/2009 204,452,506 245,343,007 120.00% 1/1/2010 213,219,632 240,109,413 112.61% 1/1/2011 232,346,583 240,291,310 103.42% UNIFORM PLAN Date Market Value of Actuarial Value of AVA/ Assets(MVA) Assets(AVA) MVA 1/1/2008 $529,923,390 $530,493,413 100.1% 1/1/2009 365,923,877 439,108,652 120.0% 1/1/2010 405,390,038 440,478,409 108.7% 1/1/2011 452,640,303 456,158,774 100.8% CITY OF OMAHA EMPLOYEES' RETIREMENT SYSTEM The City of Omaha Employees' Retirement System (the "Civilian Plan") became effective on January 1, 1949. Certain of its provisions,which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. The Civilian Plan is a single-employer defined benefit plan with a fiscal year that ends December 31. Under the Civilian Plan, there are 1,130 active members, 914 retirees, 247 beneficiaries, 120 disabled members and 82 deferred vested members for a total of 2,493. All city employees except the following are covered by the Civilian Plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the Civilian Plan. Prior service credit is granted for employment with the City before January 1, 1949, and membership service credit is granted for employment thereafter. Compulsory military duty and voluntary military duty in time of war count as service. 4817-7450-1898.5 B-15 cdonald Consulting, LLC in 2011 pursuant to a request for proposal process. Cavanaugh replaced Milliman Consultants and Actuaries as the City's actuary as of that date. Actuarial Methods and Assumptions Valuations of the plans use the"entry age-normal"cost method. Under this actuarial method, the value of future costs attributable to future employment of participants is determined. The value of future costs attributable to past employment of participants, which is called the actuarial liability, is equal to the 4817-7450-1898.5 B-14 • 0 c,„ N . a u x _ y O O1 -• M.-• 10 00 -• Cr) V) V) Cr) O M VD tU i•. •L p 7 i. 0000 V)on O5h ON 0001 00 on N100 CA 0OONN N. Iu on d A y 'a a+�' OO000)cn 1000 ooNr)10- 0000 O; •a U ..,., W .r O C VD V) O N M C71 M O1 00 V) V) \D N a) $. A Mp 0 69.-. 6�9 N co y 0 a wm a) v o C 0,0 CA "Cy 0 u O C y 00 O1 a\ lD 00 O a\ 00 N M D\ a1 00 et O 10 10 -. v) v) , , v) nj •� Ct u yO O L � NMM C111� h o0 v) N C7110 CA N CA ID -• V) t- d' y� 'S el N p' al "O1 kn..,O 'O V) N N M N 00 N 00 N N 00 M V Cr) O 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 Early retirement is permitted at age 50 with five years of service, with the accrued benefit reduced 8% per year for retirement prior to age 60. For employees whose age plus service equals or • exceeds 80, the 8% per year reduction is eliminated. An employee's monthly pension is equal to 2.25%of average final monthly compensation for each year of service. The historical City contributions are as follows: Annual Required Total Employer %of ARC Fiscal Year Contribution Contribution Contributed Ending (a) (b) (b/a) 12/31/2005 $6,877,913 $4,500,192 65.43% 12/31/2006 6,213,801 4,145,033 66.71% 12/31/2007 8,883,617 4,975,039 56.00% 12/31/2008 9,212,669 5,374,082 58.33% 12/31/2009 12,893,331 5,310,754 41.19% 12/31/2010 14,149,386 5,717,610 40.41% Notes Regarding the above table:(1)The actuarial value of assets is determined based on a method that smoothes the effects of short term volatility in the market value of investments.The actuarial value is equal to the expected value,based on the assumed rate of return,plus 25%of the difference between market and expected values.A corridor of 80%to 120%of market value is also applied;(2)Economic assumptions are as follows:(a)Investment return rate: 8.00%,(b)Salary increase rates:from 10%at 1 year of service to 4%at 20 years of service,(c)Inflation rate:3.5%,(d)Payroll growth:4.00%,(e)Post-retirement benefit increases:Applicable after 5 years equal to the lesser of 3%or$50 per month for members(and their beneficiaries)who retired on or before January 28, 1998;and(3)The amortization method is a closed 30 year period,level percentage of payroll(the unfunded actuarial liability is amortized over 21 years as of January 1,2011). Following is a cash flow analysis of the Civilian Plan for the last five fiscal years: 2006 2007 2008 2009 2010 Receipts Employee Contributions $3,532,487 $ 4,262,326 $ 4,695,162 $ 4,638,593 $4,858,097 Employer Contributions 4,145,033 4,975,039 5,374,082 5,310,754 5,717,610 Investment Income 30,714,663 17,158,906 (74,148,690) 25,385,457 36,420,500 Security Lending Income 126,172 199,220 131,023 151,792 29,994 Total Receipts $38,518,355 $26,595,491 ($63,948,423) $35,489,596 $47,026,201 Disbursements Retirement Pensions $21,159,087 $22,230,727 $23,359,337 $24,583,957 $25,956,829 Death Benefits 75,698 11,524 256,610 149,633 175,000 Refunds 455,998 251,974 327,075 514,398 205,017 Other Disbursements 1,912,828 2,047,699 1,750,227 1,474,483 1,562,403 Total Disbursements 23,603,611 24,541,924 25,693,249 26,722,470 27,899,249 • Excess of Receipts Over Disbursements $ 14,914,744 $2,053,567 ($89,641,672) $8,767,126 $ 19,126,952 Source:Records of Finance Department,City of Omaha. 4817-7450-1898.5 B-16 nder this actuarial method, the value of future costs attributable to future employment of participants is determined. The value of future costs attributable to past employment of participants, which is called the actuarial liability, is equal to the 4817-7450-1898.5 B-14 • 0 c,„ N . a u x _ y O O1 -• M.-• 10 00 -• Cr) V) V) Cr) O M VD tU i•. •L p 7 i. 0000 V)on O5h ON 0001 00 on N100 CA 0OONN N. Iu on d A y 'a a+�' OO000)cn 1000 ooNr)10- 0000 O; •a U ..,., W .r O C VD V) O N M C71 M O1 00 V) V) \D N a) $. A Mp 0 69.-. 6�9 N co y 0 a wm a) v o C 0,0 CA "Cy 0 u O C y 00 O1 a\ lD 00 O a\ 00 N M D\ a1 00 et O 10 10 -. v) v) , , v) nj •� Ct u yO O L � NMM C111� h o0 v) N C7110 CA N CA ID -• V) t- d' y� 'S el N p' al "O1 kn..,O 'O V) N N M N 00 N 00 N N 00 M V Cr) O 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 • Funding Status Strong investment performance in 2009 and 2010 has help reduce the deferred investment loss from the 2008 fiscal year. However, despite returns in both 2009 and 2010 that were higher than the expected return of 8%, the actuarial value of assets on January 1, 2011 was $8 million greater than the market value of assets on the same date. The funded ratio of the Civilian Plan, on a market value basis, has increased from 52% in the January 1, 2009 actuarial valuation to 57% in the January 1, 2011 valuation.Even with the favorable investment experience,the increase in the Civilian Plan's funded status represents only a modest improvement in the long term funding of the Civilian Plan. The Civilian Plan faces a significant challenge based on the contribution shortfall between the actuarial contribution rate and the current fixed member and employer contribution rates. The actuarial contribution rate of the System is composed of two parts: (1) The normal cost (which is the allocation of costs attributed to the current year's membership service); and (2) The amortization payment on the Unfunded Actuarial Liability. The normal cost rate is independent of the Civilian Plan's funded status and represents the cost, as a percent of payroll, of the benefits provided by the Civilian Plan which is allocated to the current year of service. The total normal cost for the Civilian Plan is 13.830% of pay, or about $7.6 million in the 2011 fiscal year. When offset by the expected employee contributions, the City portion of the normal cost is 4.505%of pay, or about$2.5 million. The normal cost represents the long-term cost of the benefit structure of the Civilian Plan. The Civilian Plan's total actuarially determined contribution rate (payable as a % of member payroll)increased by 0.36%of pay,to 33.91%on January 1, 2011, from 33.55%on January 1,2010. The Civilian Plan has an unfunded actuarial liability of $169 million (actuarial liability is greater than actuarial assets). The unfunded actuarial liability is being funded over a closed 30-year period beginning January 1, 2002 of which 21 years remain as of the valuation data. The resulting payment is 20.083% of pay. As a result, the total contribution for 2011 is 33.913% of pay (13.830% + 20.083%). The City's required contribution rate in the city ordinance for 2011 is 11.025% and the employees contribute is 9.325%,which results in a contribution shortfall for 2011 of 13.563%of pay. The latest actuarial study by the Actuary was for the period ended December 31, 2010 and included an 8.0% investment rate of return assumption. Summarized below is financial information concerning the Civilian Plan for the last six fiscal years. Actuarial Market Value of Actuarial Unfunded AAL Funded Ratio Covered Payroll UAAL as a Valuation Date' Assets2 Liability(AAL) '(UAAL) (P/R) Percentage of (b) Covered P/R (a) (b-a) (a/b) (c) [(b-a)/c 12/31/2005 $277,100,000 $352,000,000 $74,900,000 . 78.7% $53,400,000 140.3% 12/31/2006 292,000,000 361,700,000 69,700,000 80.7% 48,200,000 144.6% 12/31/2007 294,700,000 369,000,000 74,300,000 79.9% 54,000,000 137.6% 12/31/2008 204,500,000 387,700,000 183,200,000 52.7% 56,400,000 324.8% 12/31/2009 213,200,000 402,800,000 189,600,000 52.9% 55,700,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 The City's annual pension cost and net pension obligation to the Civilian Plan for the fiscal year ended December 31,2010 are as follows: City of Omaha Employees' Retirement System Annual Pension Cost and Net Pension Obligation December 31,2010 Annual required contribution $ 14,149,386 Interest on net pension asset 2,004,239 Adjustment to annual required contribution (2,225,393) Annual pension cost 13,928,232 Contributions made (5,717,610) Increase in net pension obligation 8,210,622 Net pension obligation,beginning of year 25,052,987 Net pension obligation,end of year $33,263,609 Three-year trend information is as follows: Fiscal Annual Percentage Net Year Pension of APC Pension Ending Cost(APC) Contributed Obligation 12/31/2010 $13,928,232 41% $33,263,609 12/31/2009 12,737,738 42% $25,052,987 12/31/2008 9,089,878 59% $17,626,003 Asset Allocation The Pension Board of the Civilian Plan with the recommendation from its investment committee approves fund manager agreements. Such management agreements provide specific investment requirements. The Civilian Plan does restrict the general asset allocation to fixed income assets. The Civilian Plan target range for fixed income assets is between 12% and 28%. As of December 31, 2010, the Civilian Plan was not within these guidelines due to an update of the asset allocation, and new guidelines are being established to take this into account. Under the Civilian Plan's investment guidelines equity investments shall be 25.5 — 54.0% of the portfolio with large cap domestics (6.5 — 13.5%), small cap domestics (9.6 — 20.0%), and international equities (9.5 — 20.5%). Domestic real estate securities shall be 9.5—20.5% of the portfolio. The investments may be held individually or commingled in mutual funds and investment pools. There are no individual investments greater than 5% with a single issuer. See the table below for a breakdown of investment type and accompanying asset value: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-18 1 is 33.913% of pay (13.830% + 20.083%). The City's required contribution rate in the city ordinance for 2011 is 11.025% and the employees contribute is 9.325%,which results in a contribution shortfall for 2011 of 13.563%of pay. The latest actuarial study by the Actuary was for the period ended December 31, 2010 and included an 8.0% investment rate of return assumption. Summarized below is financial information concerning the Civilian Plan for the last six fiscal years. Actuarial Market Value of Actuarial Unfunded AAL Funded Ratio Covered Payroll UAAL as a Valuation Date' Assets2 Liability(AAL) '(UAAL) (P/R) Percentage of (b) Covered P/R (a) (b-a) (a/b) (c) [(b-a)/c 12/31/2005 $277,100,000 $352,000,000 $74,900,000 . 78.7% $53,400,000 140.3% 12/31/2006 292,000,000 361,700,000 69,700,000 80.7% 48,200,000 144.6% 12/31/2007 294,700,000 369,000,000 74,300,000 79.9% 54,000,000 137.6% 12/31/2008 204,500,000 387,700,000 183,200,000 52.7% 56,400,000 324.8% 12/31/2009 213,200,000 402,800,000 189,600,000 52.9% 55,700,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 Fair Value Percent Investment type 12/31/2010 allocated Government securities $ 24,304,539 10.5% Municipal issues 1,837,801 0.8 Corporate bonds 24,733,021 10.7 Domestic equities 69,011,468 29.8 International equities 34,721,347 15.0 Domestic real estate securities 30,032,902 13.0 Commodities 24,975,356 10.8 Private Equity 3,866,754 1.7 Cash and cash equivalents 17,741,451 7.7 Total $ 231,224,640 100.0% Fixed income investments are held in two accounts managed by two different managers: $37.0 million in managed accounts and $16.6 million in one bond mutual fund. Maturities of the securities in these commingled funds as of December 31, 2010 are as follows: Managed accounts Maturity range(years) Less than Investment type 1 year 1—5 6—10 10+ U.S.treasuries -% 10.6% 8.3% 8.7% U.S. agencies — 8.1 2.7 — Municipal bonds — 0.8 0.9 3.3 Corporate bonds 4.5 27.4 19.2 5.5 Bond mutual funds Percent Maturity of total 0— 1 years 14.2% 1 —5 years 85.8 6— l0years — 10+years — [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-19 new guidelines are being established to take this into account. Under the Civilian Plan's investment guidelines equity investments shall be 25.5 — 54.0% of the portfolio with large cap domestics (6.5 — 13.5%), small cap domestics (9.6 — 20.0%), and international equities (9.5 — 20.5%). Domestic real estate securities shall be 9.5—20.5% of the portfolio. The investments may be held individually or commingled in mutual funds and investment pools. There are no individual investments greater than 5% with a single issuer. See the table below for a breakdown of investment type and accompanying asset value: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-18 1 is 33.913% of pay (13.830% + 20.083%). The City's required contribution rate in the city ordinance for 2011 is 11.025% and the employees contribute is 9.325%,which results in a contribution shortfall for 2011 of 13.563%of pay. The latest actuarial study by the Actuary was for the period ended December 31, 2010 and included an 8.0% investment rate of return assumption. Summarized below is financial information concerning the Civilian Plan for the last six fiscal years. Actuarial Market Value of Actuarial Unfunded AAL Funded Ratio Covered Payroll UAAL as a Valuation Date' Assets2 Liability(AAL) '(UAAL) (P/R) Percentage of (b) Covered P/R (a) (b-a) (a/b) (c) [(b-a)/c 12/31/2005 $277,100,000 $352,000,000 $74,900,000 . 78.7% $53,400,000 140.3% 12/31/2006 292,000,000 361,700,000 69,700,000 80.7% 48,200,000 144.6% 12/31/2007 294,700,000 369,000,000 74,300,000 79.9% 54,000,000 137.6% 12/31/2008 204,500,000 387,700,000 183,200,000 52.7% 56,400,000 324.8% 12/31/2009 213,200,000 402,800,000 189,600,000 52.9% 55,700,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 The credit quality ratings of the securities in these two fixed income asset funds as of December 31,2010 are as follows: Managed accounts Percent Investment type Ratings of total U.S.treasuries AAA 27.5% U.S. agencies AAA/AA+ 10.7 Municipal bonds AAA/A3 5.4 Corporate bonds AAA/A3 46.1 Corporate bonds BAA1/BBB 10.3 Bond mutual funds Percent Rating of total TSY/AGY 43.5% AAA/Aaa 35.4 AA+/A3 16.6 BBB/Ba2 3.8 N/R 0.7 Current Developments In regard to the Civilian Plan, contribution rates for both the employees and the City have been increased by negotiations through December 22, 2012. The City and the civilian bargaining groups are continuing to negotiate solutions to address the Civilian Plan's unfunded actuarial accrued liability. It is expected that new contract provisions beginning in 2013 will provide additional funding to the Plan. POLICE AND FIRE RETIREMENT SYSTEM The City of Omaha Police and Fire Retirement System(the"Uniform Plan")became effective on July 1, 1961. Certain of its provisions, which are governed by Chapter 22.61 of the Omaha Municipal Code, are summarized herein. The Uniform Plan is a single-employer defined benefit plan with a fiscal year that ends December 31. Under the Uniform Plan, there are 1,422 active members, 939 retirees, 275 beneficiaries, 240 disabled members and 9 deferred vested members for a total of 2,885. Membership in the Uniform Plan is limited to and shall include only probationary and regular uniformed personnel of the Police and Fire Departments. For sworn fire personnel, retirement is optional at age at age 45 with 20 years of service with a lifetime monthly service retirement benefit equal to 53%of average final monthly compensation. With 25 years of service or more, an employee can retire at the minimum age of 45 with a lifetime monthly retirement benefit equal to 75%of average final monthly compensation. For sworn police personnel, under the new contract the minimum years of service for a maximum pension benefit of 75% of average monthly compensation increased from 25 years to 30 years. Additionally, under the new police contract sworn personnel hired after January 1, 2010, the minimum age for a normal service retirement is 50. For current sworn police personnel, retirement is optional at 45 with 20 years of service with a lifetime monthly service retirement benefit equal to 50%of average monthly compensation. With 30 years of service or more, an employee can retire at the minimum age of 45 with a lifetime monthly retirement benefit equal to 75%of average final monthly compensation. 4817-7450-1898.5 B-20 s2 Liability(AAL) '(UAAL) (P/R) Percentage of (b) Covered P/R (a) (b-a) (a/b) (c) [(b-a)/c 12/31/2005 $277,100,000 $352,000,000 $74,900,000 . 78.7% $53,400,000 140.3% 12/31/2006 292,000,000 361,700,000 69,700,000 80.7% 48,200,000 144.6% 12/31/2007 294,700,000 369,000,000 74,300,000 79.9% 54,000,000 137.6% 12/31/2008 204,500,000 387,700,000 183,200,000 52.7% 56,400,000 324.8% 12/31/2009 213,200,000 402,800,000 189,600,000 52.9% 55,700,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 The historical City contributions are as follows: Annual Required Total.Employer %of ARC Fiscal Year Contribution Contribution Contributed Ending (a) (b) (b/a) 12/31/2005 $26,255,804 $17,762,209 67.65% 12/31/2006 31,102,053 20,171,610 64.86% 12/31/2007 34,842,280 20,699,211 59.41% 12/31/2008 38,073,021 21,700,806 57.00% 12/31/2009 50,507,561 22,701,608 44.95% 12/31/2010 55,488,062 24,183,493 43.58% Notes Regarding this Schedule: (1)The actuarial value of assets is determined based on a method that smoothes the effects of short term volatility in the market value investments. The actuarial value is equal to the expected value,based on the assumed rate of return,plus 1/3 of the difference between market and expected values. A corridor of 80%to 120%of market value is also applied; (2) Economic assumptions are as follows: (a)Investment return rate: 8.00%, (b) Salary increase rates: from 6.5%at 1 year of service to 4% at 30 years of service, (c) Inflation rate: 3.5%, (d) Payroll growth: 4.00%, (e) Post-retirement benefit increases:the lesser of 3%or$50($65 for Fire retirements after June 30,2007. The increase will be made annually,beginning in the 13th month of retirement; and (3) The amortization method is a closed 30 year period, level percentage of payroll (the unfunded actuarial liability is amortized over 22 years as of January 1,2011). Following is a cash flow analysis of the system for the last five fiscal years: 2006 2007 2008 2009 2010 Receipts Employee Contributions $13,468,182 $14,996,443 $14,858,953 $15,630,476 $ 16,271,773 Employer Contributions 19,020,836 20,699,211 20,373,206 21,374,008 22,855,893 Prior Service Contributions 1,327,600 1,327,000 1,327,000 1,327,600 1,327,600 Investment Income 58,197,853 28,888,051 (148,242,515) 57,038,628 66,701,848 Security Lending Income 84,760 150,220 448,804 174,265 157,065 $92,099,231 $66,060,925 ($111,234,552) $95,544,975.27 $107,314,179 Disbursements Retirement Pensions $33,918,970 $39,653,439 $49,426,367 $52,783,686 $55,911,664 Death Benefits 1,000 56,898 13,000 77,360 156,507 Refunds 318,739 235,811 221,824 296,230,37 520,997 Other Disbursements 3,574,750 3,799,517 3,103,770 2,921,538 3,474,746 37,813,459 43,745,665 52,764,961 56,078,815 60,063,914 Excess of Receipts $54,285,772 $22,315,260 ($163,999,513) $39,466,161 $47,250,265 Over Disbursements Source:Records of Finance Department,City of Omaha. Funding Status Significant changes to the benefit structure for Police members are reflected in the 2011 valuation. The new police contract signed with the Police Union in September 2010 provided for significant increases to the future contributions to the Uniform Plan as well as significant reductions to the benefit provisions for current and future police members which lowered the cost of the Uniform Plan. The changes in the Uniform Plan provisions for police members resulted in a decrease in the unfunded 4817-7450-1898.5 B-21 200,000 52.7% 56,400,000 324.8% 12/31/2009 213,200,000 402,800,000 189,600,000 52.9% 55,700,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 actuarial liability of$52 million and a decrease in the normal cost rate of 5.23% (for police members). The contribution shortfall for 2011 is down to 18.71% from 28.16% last year, a dramatic improvement. The changes in the police contract are expected to produce a significant improvement in the sustainability of the Uniform Plan over the long term. The full impact of the provisions of the new police contract are not reflected in the 2011 valuation because some of the benefit changes are effective only for new hires and,thus, will unfold over time as new hires replace current active members. As of the date this Official Statement, a contract has not been finalized with the Fire Union, so the same benefit structure as last year was used in the 2011 valuation. Based upon the studies conducted by the prior actuary, if similar changes are made to the benefit provisions for fire members,the Uniform Plan's long term funding outlook will be further improved and expected to become fully funded in about 45 years if all actuarial assumptions are met. During 1977, on the basis of an actuarial balance sheet prepared as of January 1, 1977, the District Court of Douglas County, Nebraska made a determination relative to the unfunded liability for past service credits and the method of funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the past service costs. Commencing in 1979, the City contributes to the Police and Firemen's Retirement System the sum of$1,327,600 per year for 50 years to provide for the amortization of the prior service cost. The latest actuarial study by the Actuary was for the period ended December 31, 2010 and included an 8.0%rate of return investment assumption. Summarized below is financial information concerning the Uniform Plan for the last six years. Actuarial Market Value Actuarial Unfunded Funded Ratio Covered UAAL as a Valuation of Assets2 Liability AAL(UAAL)3 Payroll(P/R) Percentage of Date' (AAL) Covered P/R (a) (b) (b-a) (a/b) (c) [(b-a)/c] 12/31/2005 $453,300,000 $703,800,000 $250,500,000 64.4% $86,800,000 288.6% 12/31/2006 507,600,000 801,100,000 293,500,000 63.4% 91,700,000 320.1% 12/31/2007 530,800,000 882,700,000 351,900,000 60.1% 99,600,000 353.3% 12/31/2008 365,900,000 947,600,000 581,700,000 38.6% 99,500,000 584.6% 12/31/2009 405,400,000 1,026,200,000 620,800,000 39.5% 103,900,000 597.5% 12/31/2010 452,600,000 1,093,300,000 640,700,000 41.4% 111,200,000 576.2% 1/1/2011 456,158,774 1,028,866,353 572,707,579 44.3% 105,025,610 545.3% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a). The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 The City's annual pension cost and net pension obligation to the Uniform Plan for the year ended December 31,2010 are as follows: Police and Firemen's Retirement System Annual Pension Cost and Net Pension Obligation December 31,2010 Annual required contribution $ 55,488,062 Interest on net pension obligation 7,098,244 Adjustment to annual required contribution (7,881,485) Annual pension cost 54,704,821 Contributions made (24,183,493) Increase in net pension obligation 30,521,328 Net pension obligation,beginning of year 88,728,048 Net pension obligation,end of year $119,249,376 Three-year trend information is as follows: Fiscal Annual Percentage Net . Year Pension of APC Pension Ending Cost(APC) Contributed Obligation 12/31/2010 $54,704,821 44% $119,249,376 12/31/2009 49,964,986 45 88,728,048 12/31/2008 37,671,425 58 61,464,670 Asset Allocation The Pension Board of the Uniform Plan with the recommendation from its investment committee approves fund manager agreements. Such management agreements outline specific investment policies. The Uniform Plan does restrict the general asset allocation to only fixed income assets. The Uniform Plan's target range for fixed income assets is between 16% and 28% of the portfolio value. As of December 31, 2010, the Uniform Plan was not within guidelines due to an update of the asset allocation, and new guidelines are being established to take this into account. Under the Uniform Plan's investment guidelines equity investments shall be 33.0 — 71.0% of the portfolio with large cap domestics (13.0 — 27.0%), small cap domestics (6.0 — 14.0%), and international equities (14.0 — 30.0%). Domestic real estate securities shall be 9.0 — 21.0% of the portfolio. The investments may be held individually or commingled in mutual funds and investment pools. There are no individual investments greater than 5% with a single issuer. See the table below for a breakdown of investment type and accompanying asset value: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-23 /2006 507,600,000 801,100,000 293,500,000 63.4% 91,700,000 320.1% 12/31/2007 530,800,000 882,700,000 351,900,000 60.1% 99,600,000 353.3% 12/31/2008 365,900,000 947,600,000 581,700,000 38.6% 99,500,000 584.6% 12/31/2009 405,400,000 1,026,200,000 620,800,000 39.5% 103,900,000 597.5% 12/31/2010 452,600,000 1,093,300,000 640,700,000 41.4% 111,200,000 576.2% 1/1/2011 456,158,774 1,028,866,353 572,707,579 44.3% 105,025,610 545.3% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a). The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 Fair Value Percent Investment type 12/31/2010 allocated Government securities $ 28,921,726 6.4% Municipal issues 2,084,133 0.5 Corporate bonds 74,932,540 16.6 Domestic equities 179,834,382 39.9 International equities 63,454,266 14.1 Domestic real estate securities 76,348,242 17.0 Commodities 12,114,767 2.7 Cash and cash equivalents 12,500,778 2.8 Total $ 450,190,833 100.0% Fixed income investments are held in three accounts managed by three separate managers: $97.6 million in managed accounts and$8.7 million in a bond mutual fund. Maturities of the securities in these commingled funds as of December 31, 2010 are as follows: Managed accounts Maturity range(years) Less than Investment type 1 year 1—5 6—10 10+ U.S.treasuries —% 3.5% 2.5% 1.5% U.S. agencies — 12.6 0.6 1.2 Municipal bonds — — 1.0 1.0 Corporate bonds 2.4 23.8 45.8 4.1 Bond mutual funds Percent Maturity of total 0— 1 years —% 1 —5 years 35.0 6— 10 years 29.0 10+years 36.0 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-24 value. As of December 31, 2010, the Uniform Plan was not within guidelines due to an update of the asset allocation, and new guidelines are being established to take this into account. Under the Uniform Plan's investment guidelines equity investments shall be 33.0 — 71.0% of the portfolio with large cap domestics (13.0 — 27.0%), small cap domestics (6.0 — 14.0%), and international equities (14.0 — 30.0%). Domestic real estate securities shall be 9.0 — 21.0% of the portfolio. The investments may be held individually or commingled in mutual funds and investment pools. There are no individual investments greater than 5% with a single issuer. See the table below for a breakdown of investment type and accompanying asset value: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-23 /2006 507,600,000 801,100,000 293,500,000 63.4% 91,700,000 320.1% 12/31/2007 530,800,000 882,700,000 351,900,000 60.1% 99,600,000 353.3% 12/31/2008 365,900,000 947,600,000 581,700,000 38.6% 99,500,000 584.6% 12/31/2009 405,400,000 1,026,200,000 620,800,000 39.5% 103,900,000 597.5% 12/31/2010 452,600,000 1,093,300,000 640,700,000 41.4% 111,200,000 576.2% 1/1/2011 456,158,774 1,028,866,353 572,707,579 44.3% 105,025,610 545.3% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a). The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 The credit quality ratings of the aforementioned three fixed income accounts as of December 31, 2010 are as follows: Managed accounts Percent Investment type Ratings • of total U.S.treasuries AAA 8.2% U.S.agencies AAA/AA+ 13.3 U.S. agencies N/R. 1.0 Municipal bonds AAA/A3 1.6 Municipal bonds BAA1/BBB 0.5 Corporate bonds AAA/A3 19.0 Corporate bonds BAA1BBB 46.6 Corporate bonds N/R 9.8 Bond mutual funds Percent Rating of total TSY/AGY 83.0% AAA/Aaa 4.0 AA+/A3 4.0 BBB/Ba2 8.0 N/R 1.0 Current Developments The Fire Union has been negotiating with the City since its contract expired in 2008. The Fire Union has filed several lawsuits against the City with the Nebraska Commission of Industrial Relations ("CIR") since the expiration of its contract. There are currently at least three pending cases before the CIR regarding the relationship between the City and the Fire Union. One such case is for 2010 wages. Another case charges that the City Council committed a prohibited practice in handling labor agreement negotiations when it failed to adopt the new Fire Contract which had been negotiated between the Fire Union and the Mayor. The City Council recently passed a resolution removing negotiation authority from the Mayor and is in the process of retaining counsel to handle ongoing negotiations with the Fire Union. Finally, there is a case filed by the Fire Union challenging the manner in which the City implemented a 2008 CIR decision. Central to the current negotiations between the City and the Fire Union is the status of the pension benefits and employee funding requirements under the Uniform Plan. The Police Union has threatened to petition the CIR to bifurcate the Uniform Plan into separate systems—one for each Union—if the Fire Union will not adopt similar changes to its contract that the Police Union approved last year. The City cannot predict what will be the outcome of the continued negotiations or the CIR cases. OTHER POST EMPLOYMENT BENEFITS Implementation of GASB Statements The Government Accounting Standards Board ("GASB") has issued Statements No. 43 ("GASB 43"), Financial Reporting for Post Employment Benefit Plans Other Than Pension Plans ("OPEBs"), and No. 45 ("GASB 45"), Accounting and Financial Reporting by Employers for Post 4817-7450-1898.5 B-25 597.5% 12/31/2010 452,600,000 1,093,300,000 640,700,000 41.4% 111,200,000 576.2% 1/1/2011 456,158,774 1,028,866,353 572,707,579 44.3% 105,025,610 545.3% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a). The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 Employment Benefits Other Than Pensions. GASB 43 was implemented by the City for fiscal year ending December 31, 2006 and GASB 45 was implemented by the City for fiscal year ending December 31,2007. GASB 45 requires the accounting for the annual cost of OPEB and the related outstanding liability using an actuarial approach similar to pensions. The City implemented prospectively (zero net. obligation at transition). Plan Description The City provides certain postemployment health care benefits to eligible retirees and their dependents in accordance with provisions established in Chapter 23 of the Omaha Municipal Code. The plan is a single-employer defined benefit health care plan administered by the City. The plan does not issue separate fmancial statements. Funding Policy The contribution requirements of plan members and the City are established through labor negotiations,with the Police Union,the Fire Union,the Omaha City Employees Local No. 251, and other classified civilian and sworn employees. All agreements are approved and can be amended by the Omaha City Council. Contributions are made to the plan based on a pay-as-you-go basis and the City self-insures this benefit. For the year ended December 31, 2010,the City paid$18,165,428 for 1,111 retirees. Retiree contribution rates vary from 0% to 5% of an annual estimated premium depending on the bargaining group date of retirement. Retiree contributions for 2010 were $545,576. In addition, the City received a $1,097,461 reimbursement payment under the Affordable Care Act. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2010 are as follows(unaudited): Percentage of Annual OPEB annual OPEB Net OPEB cost contributed Fiscal year ended: December 31,2010 $47,359,459 39% $86,169,794 Fiscal year ended: December 31,2009 $ 37,662,913 48% $57,410,335 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] • 4817-7450-1898.5 B-26 eporting by Employers for Post 4817-7450-1898.5 B-25 597.5% 12/31/2010 452,600,000 1,093,300,000 640,700,000 41.4% 111,200,000 576.2% 1/1/2011 456,158,774 1,028,866,353 572,707,579 44.3% 105,025,610 545.3% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a). The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 The following tables(unaudited) show(1)the components of the City's annual OPEB cost for the year, the amount actually contributed to the plan, and changes in the City's net OPEB obligation and (2)the funded status of the plan: (1) Annual required contribution $47,359,459 Contributions made (18,600,000) Increase in OPEB obligation 28,759,459 Net OPEB obligation—beginning of year 57,410,335 Net OPEB obligation—end of year $86,169,794 (2) The funded status of the plan as of March 1, 2010 is as follows: Actuarial accrued liability(AAL) $478,146,061 Actuarial value of plan assets — Unfunded actuarial accrued liability(UAAL) 478,146,061 Funded ratio —% Covered payroll $167,900,000 UAAL as a percentage of covered payroll 285% Source:Finance Department,City of Omaha. Actuarial Methods and Assumptions Actuarial valuations on an ongoing plan involve estimates of the value-reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the health care cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The following Schedule of Funding Progress presents multiyear trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. Projections of benefits for financial reporting purposes are based on the substantive plan(the plan as understood by the employer and the plan members) and include benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan member to that point. The actuarial methods used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. In the March 1, 2010 actuarial valuation, the unit credit actuarial cost method was used. The actuarial assumptions included a 4%projected investment rate of return and an annual health care cost trend of 9.30% initially, reduced by decrements to.an ultimate rate of 4.70%after 72 years. Both rates include a 3.25%inflation assumption. The amortization of the unfunded actuarial accrued liability is calculated assuming 27 annual payments increasing at 4%per year. 4817-7450-1898.5 B-27 ,028,866,353 572,707,579 44.3% 105,025,610 545.3% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a). The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 APPENDIX B—CITY OF OMAHA FINANCIAL INFORMATION PART TWO Comprehensive Annual Financial Report (December 31,2010) 4817-7450-1898.5 ual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: • • [This page left blank intentionally.] • • • 4817-7450-1898.5 (December 31,2010) 4817-7450-1898.5 ual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: [This page left blank intentionally.] 4817-7450-1898.5 • • • 4817-7450-1898.5 (December 31,2010) 4817-7450-1898.5 ual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING • 4817-7450-1898.5 • 4817-7450-1898.5 (December 31,2010) 4817-7450-1898.5 ual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: • [This page left blank intentionally.] • • • • 4817-7450-1898.5 0-1898.5 (December 31,2010) 4817-7450-1898.5 ual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING Following is the text of Section 11 of the 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 11 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 11: (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 11 and that it complies with the applicable requirements of this Section 11 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. (i) 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. (ii) 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. 4817-7450-1898.5 e extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 (iii) 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. (iv) Any filing or report under this Section 11 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 11 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: (A) Principal and interest payment delinquencies; (B) Non-payment related defaults, if material; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) 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; (G) Modifications to rights of Bondholders, if material; (H) Bond calls, if material,and tender offers; 4817-7450-1898.5 C-2 Rule, available from the MSRB. (i) 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. (ii) 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. 4817-7450-1898.5 e extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 (I) Defeasances; (J) Release, substitution or sale of property securing repayment of the Bonds, if material; (K) Rating changes; (L) Bankruptcy, insolvency, receivership or similar event of the City; (M) 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 (N) Appointment of a successor or additional paying agent or the • change of name of a paying agent, if material. (iv) "Material Event Notice"means electronic notice of a Material Event. (v) "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 11. 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 11, the City shall comply with the Release and with EMMA. (e) (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 11, 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 11, 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 11 to the MSRB. (ii) This Section 11 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 11 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: (A) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law 4817-7450-1898.5 C-3 so captioned and shall prominently state the date,title and CUSIP numbers of the Bonds. 4817-7450-1898.5 e extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 or change in the identity, nature or status of the issuer or type of business conducted; (B) This Section 11, 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 (C) 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. (f) Any failure by the City to perform in accordance with this Section 11 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. 4817-7450-1898.5 C-4 EMMA") system for municipal securities disclosure which became effective on July 1, 2009. To the extent applicable to this Section 11, the City shall comply with the Release and with EMMA. (e) (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 11, 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 11, 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 11 to the MSRB. (ii) This Section 11 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 11 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: (A) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law 4817-7450-1898.5 C-3 so captioned and shall prominently state the date,title and CUSIP numbers of the Bonds. 4817-7450-1898.5 e extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 • • [This page left blank intentionally.] • • • 4817-7450-1898.5 (December 31,2010) 4817-7450-1898.5 ual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: APPENDIX D FORM OF OPINION OF BOND COUNSEL 4817-7450-1898.5 • • 4817-7450-1898.5 (December 31,2010) 4817-7450-1898.5 ual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: • • • • • • [This page left blank intentionally.] • 4817-7450-1898.5 31,2010) 4817-7450-1898.5 ual Financial Report (December 31, 2010) 4817-7450-1898.5 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 General Obligation Refunding Bonds Series 2011B Maturity CUSIP (November 15) Amount Interest Rate Price or Yield 681712 2012 $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: APPENDIX D FORM OF OPINION OF BOND COUNSEL [Letterhead of Kutak Rock LLP] October_, 2011 City Council of the City of Omaha,Nebraska Omaha/Douglas Civic Center 1819 Farnam Street Omaha,NE 68183 CITY OF OMAHA,NEBRASKA CITY OF OMAHA,NEBRASKA Various Purpose Bonds Series 2011A General Obligation Refunding Bonds Series 2011B Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by the City of Omaha, a municipal corporation in the State of Nebraska, of $ aggregate principal amount of Various Purpose Bonds, Series 2011A (the "Various Purpose Bonds") and $ aggregate principal amount of General Obligation Refunding Bonds, Series of 2011B (the "Refunding Bonds" and together with the Various Purpose Bonds,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. The Bonds mature serially and as term bonds in numerical order on November 15, in each of the years and in the principal amounts as follows: Various Purpose Bonds, Series 2011A Maturity Date Principal Interest Maturity Date Principal Interest (November 15) Amount Rate (November 15) Amount Rate 2012 2019 2013 2020 2014 2020 2015 2021 2016 2021 2016 2022 2017 2026 2018 2027 4817-7450-1898.5 Event Notices shall terminate immediately once the Bonds no longer are outstanding. This Section 11, 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 11, 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 11 to the MSRB. (ii) This Section 11 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 11 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: (A) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law 4817-7450-1898.5 C-3 so captioned and shall prominently state the date,title and CUSIP numbers of the Bonds. 4817-7450-1898.5 e extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. (3)As of 1/1/2011 the Present Value of Prior Service Payments is not reflected in the Unfunded AAL. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4817-7450-1898.5 B-22 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 General Obligation Refunding Bonds, Series 2011B Maturity Date Principal Interest Maturity Date Principal Interest (November 15) Amount Rate (November 15) Amount Rate 2012 2019 2013 2020 2014 2020 2015 2021 2016 2021 2016 2022 2017 2026 2018 2027 The Bonds maturing November 15, 2022 and thereafter are subject to redemption at the option of the City of Omaha at any time on or after November 15, 2021 upon the terms and at the prices set forth therein. The Bonds recite that they are issued by the City of Omaha to provide, (i)in the case of the Various Purpose Bonds, for payment of the cost of certain streets and highways, sewers, public facilities, public safety equipment and parks and recreation facilities and(ii) in the case of the Refunding Bonds, for payment of the costs of refunding certain indebtedness of the City, and in each case under and pursuant to and in full conformity with the Constitution and Statutes of the State of Nebraska and the Charter of the City of Omaha, and pursuant to and in full compliance with the proceedings of the City Council of the City of Omaha duly enacted and adopted. The City has covenanted in the ordinance pursuant to which the Bonds have been issued to comply with all necessary provisions of the Internal Revenue Code of 1986, as amended (the"Code"), to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Noncompliance by the City with such restrictions may cause the interest on the Bonds to be subject to federal income taxation retroactive to their date of issue. We have examined the Constitution and Statutes of the State of Nebraska,the Charter of the City of Omaha, certified copies of proceedings of the City Council of the City of Omaha authorizing the issuance of the Bonds,and an executed bond of said issue. In our opinion the Bonds have been authorized and issued in accordance with the Constitution and Statutes of the State of Nebraska and the Charter of the City of Omaha, and constitute valid and legally binding obligations of the City, and the City has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all the property within the City of Omaha subject to taxation by the City of Omaha without limitation as to rate or amount. The rights of the owners of the Bonds and the enforceability thereof may be subject to valid bankruptcy, insolvency,reorganization,moratorium and other laws for the relief of debtors. It is also our opinion that, assuming compliance by the City of Omaha with the covenant referred to in the fourth paragraph of this letter, the interest on the Bonds (including any original issue discount treated as interest) is excludable from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative 4817-7450-1898.5 D-2 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 minimum taxable income 75%of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Bonds. It is further our opinion that, under the existing laws of the State of Nebraska, interest income on the Bonds is exempt from Nebraska state income taxation as long as it is exempt for purposes of the federal income tax. Very truly yours, [To be signed and delivered at closing by Kutak Rock LLP] 4817-7450-1898.5 D-3 nterest on the Bonds to be subject to federal income taxation retroactive to their date of issue. We have examined the Constitution and Statutes of the State of Nebraska,the Charter of the City of Omaha, certified copies of proceedings of the City Council of the City of Omaha authorizing the issuance of the Bonds,and an executed bond of said issue. In our opinion the Bonds have been authorized and issued in accordance with the Constitution and Statutes of the State of Nebraska and the Charter of the City of Omaha, and constitute valid and legally binding obligations of the City, and the City has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all the property within the City of Omaha subject to taxation by the City of Omaha without limitation as to rate or amount. The rights of the owners of the Bonds and the enforceability thereof may be subject to valid bankruptcy, insolvency,reorganization,moratorium and other laws for the relief of debtors. It is also our opinion that, assuming compliance by the City of Omaha with the covenant referred to in the fourth paragraph of this letter, the interest on the Bonds (including any original issue discount treated as interest) is excludable from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative 4817-7450-1898.5 D-2 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 APPENDIX E SCHEDULE OF REFUNDED BONDS. Douglas County Sanitary and Improvement District No.250(Glennbrook) General Obligation Refunding Bonds,Series 2008 Dated December 15,2008 Maturity December 15 Amount Interest Rate CUSIP (25935A) 2012 $95,000 3.85% AD6 2013 100,000 4.15 AE4 2014 110,000 4.35 AF1 2015 115,000 4.55 AG9 2016 120,000 4.75 AH7 2017 125,000 4.90 AJ3 2018 130,000 5.00 AKO Douglas County Sanitary and Improvement District No.288(Le Beau West) General Obligation Refunding Bonds,Series 2008 Dated November 1,2008 Maturity November 1 Amount Interest Rate CUSIP 2012 $17,333 4.00% N/A 2013 18,026 4.00 N/A 2014 18,747 4.00 N/A 2015 19,497 4.00 N/A 2016 20,277 4.00 N/A 2017 21,088 4.00 N/A 2018 21,932 4.00 N/A Douglas County Sanitary and Improvement District No.327(Oakbrook Meadows) General Obligation Refunding Bonds Series 2001 Dated October 1,2001 Maturity October 1 Amount Interest Rate CUSIP (259282) 2012 $50,000 5.10% QX2 2013 50,000 5.15 QYO 2014 50,000 5.20 QZ7 2015 55,000 5.25 RA1 2016 60,000 5.30 RB9 2017 60,000 5.35 RC7 Douglas County Sanitary and Improvement District No.347(Pacific Meadows II) General Obligation Bonds Refunding Series 2003 Dated February 15,2003 Maturity October 15 Amount Interest Rate - CUSIP (259283) 2012 $260,000 4.30% JA8 4817-7450-1898.5 Constitution and Statutes of the State of Nebraska and the Charter of the City of Omaha, and constitute valid and legally binding obligations of the City, and the City has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all the property within the City of Omaha subject to taxation by the City of Omaha without limitation as to rate or amount. The rights of the owners of the Bonds and the enforceability thereof may be subject to valid bankruptcy, insolvency,reorganization,moratorium and other laws for the relief of debtors. It is also our opinion that, assuming compliance by the City of Omaha with the covenant referred to in the fourth paragraph of this letter, the interest on the Bonds (including any original issue discount treated as interest) is excludable from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative 4817-7450-1898.5 D-2 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 l Douglas County Sanitary and Improvement District No.359(Oakbrook Meadows II) General Obligation Refunding Bonds,Series 2002 Dated December 15,2002 Maturity May 15 Amount Interest Rate CUSIP (259283) 2012 $80,000 4.40% EGO Douglas County Sanitary and Improvement District No.362(Wynnewood III) General Obligation Refunding Bonds Series 2003 Dated June 15,2003 Maturity June 15 Amount Interest Rate CUSIP (259283) 2012 $50,000 4.00% XR5 2013 55,000 4.10 XS3 2014 65,000 4.20 XT1 2015 65,000 4.30 XU8 2016 65,000 4.40 XV6 Douglas County Sanitary and Improvement District No.362(Wynnewood III) General Obligation Refunding Bonds Series 2003 Dated September 15,2003 Maturity September 15 Amount Interest Rate CUSIP (2592832) 2012 $60,000 4.15% DO 2013 65,000 4.30 E8 Douglas County Sanitary and Improvement District No.362(Wynnewood III) General Obligation Refunding Bonds,Series 2004 Dated October 1,2004 Maturity CUSIP October 1 Amount Interest Rate (259287) 2014 $65,000 4.10% VC1 2015 70,000 4.20 VD9 2016 130,000 4.30 VE7 2017 140,000 4.40 VF4 2018 155,000 4.50 VG2 2019 160,000 4.60 VHO Douglas County Sanitary and Improvement District No.388(Banyan Hills) • General Obligation Refunding Bonds Series 2009 Dated July 15,2009 Maturity July 15 Amount Interest Rate CUSIP (25935H) 2012 $155,000 2.40% AC3 2013 160,000 2.70 AD1 2014 165,000 3.00 AE9 2015 170,000 3.25 AF6 2016 175,000 3.45 AG4 2017 180,000 3.65 AH2 4817-7450-1898.5 E-2 taxes for the payment of the Bonds and the interest thereon upon all the property within the City of Omaha subject to taxation by the City of Omaha without limitation as to rate or amount. The rights of the owners of the Bonds and the enforceability thereof may be subject to valid bankruptcy, insolvency,reorganization,moratorium and other laws for the relief of debtors. It is also our opinion that, assuming compliance by the City of Omaha with the covenant referred to in the fourth paragraph of this letter, the interest on the Bonds (including any original issue discount treated as interest) is excludable from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative 4817-7450-1898.5 D-2 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 Douglas County Sanitary and Improvement District No.393(Hawthorne) General Obligation Refunding Bonds Series 2008 Dated May 15,2005 Maturity May 15 Amount Interest Rate CUSIP (2592877) 2012 $240,000 4.00% Fl 2013 250,000 4.20 G9 2014 260,000 4.30 H7 2015 275,000 4.45 J3 2016 285,000 4.55 KO 2017 300,000 4.60 L8 2018. 315,000 4.65 M6 2019 330,000 4.70 N4 2020 345,000 4.75 P9 2021 2,030,000 5.00 Q7 4817-7450-1898.5 E-3 19 2020 2021 2022 2023 2024 2025 (Accrued Interest To Be Added) 4817-7450-1898.5 #2: ID#: C-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebraska RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an election held on.May 9, 2006 to issue Public Facility Bonds in the aggregate principal amount of $16,540,000, of which$14,900,000 has been issued; and WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an election held on May 9, 2006 to issue Street and Highway Bonds in the aggregate principal amount of$58,066,000, of which$40,100,000 has been issued; and WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an election held on May 9, 2006 to issue Public Safety Bonds in the aggregate principal amount of $7,260,000, of which$5,000,000 has been issued; and WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an election held on May 9, 2006 to issue Parks and Recreation Bonds in the aggregate principal amount of$16,930,000, of which$14,300,000 has been issued; and WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an election held on May 9, 2006 to issue Sewer Bonds in the aggregate principal amount of $4,150,000, of which$2,000,000 has been issued; and WHEREAS, the City Council of the City of Omaha, Nebraska has designated for redemption and retirement certain outstanding bonded indebtedness in the aggregate principal amount of approximately $10,100,000 and pursuant 'to Sections 10-142, 10-615 and 10-616, Reissue Revised Statutes of Nebraska, 2007, as amended, is authorized to issue general obligation refunding bonds for the purpose of paying and retiring such outstanding bonded indebtedness, including premium, if any, and interest thereon to the date of redemption; and WHEREAS, the City Council of the City of Omaha, Nebraska has determined that it is necessary and in the best interests of said City that general obligation bonds and general obligation refunding bonds be authorized to be issued pursuant to the six authorizations granted for the purposes provided and in proceedings of the elections referred to in the in the first through the fifth clauses hereof, and for the refunding purpose referred to in the sixth clause hereof, respectively, and said general obligation bonds and general obligation refunding bonds be designated as two issues, by a composite offering to be known as "Various Purpose Bonds, Series 2011A" and "General Obligation Refunding Bonds, Series 2011B" (collectively, the "Bonds") in the aggregate principal amount of not to exceed Twenty—Three Million Nine Hundred Fifty Thousand Dollars ($23,950,000): By Councilmember Adopted City Clerk A''59-Nan7t4.t vrBBs 11 Mayor onds (including any original issue discount treated as interest) is excludable from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative 4817-7450-1898.5 D-2 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 C-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebraska Purpose Date Authorized Amount To Be Issued Public Facility May 9, 2006 . $ 300,000 Street and Highway May 9, 2006 9,000,000 Public Safety May 9, 2006 1,100,000 Parks and Recreation May 9, 2006 1,500,000 Sewer May 9, 2006 1,800,000 Refunding Bonds — Up to $10,250,000 TOTAL Up to $23,950,000 WHEREAS, to enable the prospective underwriter of the Bonds to comply with Rule 15c2-12 under the. Securities Exchange Act of 1934, as amended (the "Rule"), it is necessary for the City of Omaha to provide said prospective underwriter with an official statement which (except for certain omissions permitted by said Rule 15c-12) the.City deems final as of its date; and WHEREAS, the Finance Department of the City of Omaha and the prospective underwriter, have prepared the Preliminary Official Statement (attached hereto as Exhibit A) pertaining to the issuance and sale the Bonds; and WHEREAS, as further contemplated by the Ordinance approving the issuance of the Bonds, the City Council desires to approve the form and substance of a Bond Purchase Agreement (as hereinafter defined) 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 to be dated September 20, 2011 (or such later date as the Finance Director shall approve) pertaining to the issuance and sale 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 deemed final as of its date, within the meaning of the Rule (except for certain omissions permitted by the Rule), and 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 prospective underwriter of the Bonds is hereby confirmed, ratified, authorized and approved. By Councilmember Adopted City Clerk APPEWsCi9�6714-1 Mayor vPRBs 112 e offering to be known as "Various Purpose Bonds, Series 2011A" and "General Obligation Refunding Bonds, Series 2011B" (collectively, the "Bonds") in the aggregate principal amount of not to exceed Twenty—Three Million Nine Hundred Fifty Thousand Dollars ($23,950,000): By Councilmember Adopted City Clerk A''59-Nan7t4.t vrBBs 11 Mayor onds (including any original issue discount treated as interest) is excludable from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative 4817-7450-1898.5 D-2 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 C-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebraska THAT,the City Council has received a proposed form of purchase contract for the Bonds (the "Bond Purchase Agreement") in Exhibit B attached hereto and by this reference made 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 or the Bonds sold pursuant to the Bond Purchase Agreement which is the good-faith deposit with respect to the purchase of the Bonds by D.A. Davidson& Co., as underwriter (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. • APPROa 0 ORM: , — CITY ATTO Date P:/FlN09 1 6vql.doc By .27.77,24t4, f cilmember Adopted 14;:t EP 2 0 2011_,.. • City lerk 97;61/1/ APRAW549-:6 • VPRBS _ Mayor 3 tached hereto, the Preliminary Official Statement is deemed final as of its date, within the meaning of the Rule (except for certain omissions permitted by the Rule), and 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 prospective underwriter of the Bonds is hereby confirmed, ratified, authorized and approved. By Councilmember Adopted City Clerk APPEWsCi9�6714-1 Mayor vPRBs 112 e offering to be known as "Various Purpose Bonds, Series 2011A" and "General Obligation Refunding Bonds, Series 2011B" (collectively, the "Bonds") in the aggregate principal amount of not to exceed Twenty—Three Million Nine Hundred Fifty Thousand Dollars ($23,950,000): By Councilmember Adopted City Clerk A''59-Nan7t4.t vrBBs 11 Mayor onds (including any original issue discount treated as interest) is excludable from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative 4817-7450-1898.5 D-2 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011 ti ur ;in: ' :h ¢r+ .¢'.a (D IIq1HH O. CD ti K O 0 or'o. o 0 c to as 'a O '. a a' �' o: 1 O = 0 v, ' ' oN o C ci,< " a o 'A � oa CD da a- 5 '8 , o . . _ cJ) o � iDCD aCDo • oCD � o � ?;' � � ° o ° B O F N I 0 O a. 0" C O U0 O W ° E '* ." CAD - ' "n O CD 5" v, = bq I J/�N 11) mod' ' '.T• by °, - = y• CD CCD ~' CD ° y �. o w o' coo Cn > ` '+ .R�C n o r. CT a: C • CDO. CDtc0 CDa- _+ m " CpGlCpNG fl- O() .r AO CA O . `< 1. 0 O qCD c< nCr. 7 0 0 866 Et = A? ' N N CD . NO o N w "V 0 0 W 0 G; o. Potro Co O co c< co `G r. co w o cG A) . cn U0 ? e, A .w 1 1, .t '- x' [ 1 .. )1\ ttested 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. • APPROa 0 ORM: , — CITY ATTO Date P:/FlN09 1 6vql.doc By .27.77,24t4, f cilmember Adopted 14;:t EP 2 0 2011_,.. • City lerk 97;61/1/ APRAW549-:6 • VPRBS _ Mayor 3 tached hereto, the Preliminary Official Statement is deemed final as of its date, within the meaning of the Rule (except for certain omissions permitted by the Rule), and 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 prospective underwriter of the Bonds is hereby confirmed, ratified, authorized and approved. By Councilmember Adopted City Clerk APPEWsCi9�6714-1 Mayor vPRBs 112 e offering to be known as "Various Purpose Bonds, Series 2011A" and "General Obligation Refunding Bonds, Series 2011B" (collectively, the "Bonds") in the aggregate principal amount of not to exceed Twenty—Three Million Nine Hundred Fifty Thousand Dollars ($23,950,000): By Councilmember Adopted City Clerk A''59-Nan7t4.t vrBBs 11 Mayor onds (including any original issue discount treated as interest) is excludable from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative 4817-7450-1898.5 D-2 0,000 340.4% 12/31/2010 232,400,000 414,500,000 182,100,000 56.1% 56,700,000 321.2% 1/1/2011 240,291,310 409,442,601 169,151,291 58.7% 59,235,591 285.6% (1)Results prior to 2011 were provided by the City's prior actuary and were reported at the end of the year rather than the valuation date. (2)The prior actuary reported the market value of assets in column(a).The Actuary applied the valuation date methodology for GASB calculations to the extent the methodology complies with GASB 25 parameters. Information reported as of 1/1/2011 and later accordingly reflects the valuation methodology including the actuarial value of assets. 4817-7450-1898.5 B-17 4-, i. y C U C V) V)00 O_ 00 v) 00 h\D 00 M O V)N 1D V) 0 000 7$ ^O 0 , , Cr) -. N O r- ' 10 en M N tom -• en 001D Cl v) N Cl O O CM Fy .p Noo5en on VD MrYNO -• Mvn -. �OANMO '10 ON Co ,n � I- � NOt- V)M CAt- d' NO4DV tnN -• 10 O -O y -�. d Q� •". as in V) Cr) Cr) Cr) Cr) 7 � d' M M M M on N N en U O y A 69 0 a+ � N ea. g al 4 0 z Cr) I a) Moci oo H cn a) C as -. N en 10 r 00 C C N Mcr Cr) V) N 00010 -• N f CA CV Cl cl CA CA cl CA on on ol n . cS 0 rn o 0 g CV CV CA O O O N CA CI O O N N CA CV CV O O O N N N N N N N N N N N O ,- •0 v COD p fs /0 F- .� P. r- O u F�1 -• N 00 W mber_,2011 . � :°• oDAVIDSON D.A.Davidson & Co. p ,.2 member SIPC 0 O To ,h '1 2 C p E N a� * ';; , o Preliminary;subject to change y u. U - �E-,, 4817-7450-1898.5 -/ : l.: ..,. • A. ..,. -1.- .•- r-.." t • i• i . 7 , . t • \ . . „:,,, %. . ...--- . — • • •„..;•'• : -•- - • . . , • .. :'.. • . " 1% • ., • •-•...,"`•::,,..4-••••-!-r s r .•••,•,•.4 1.-..•, .-.!....r.:•?.1.. . .1:. .•, .• ' . . ' ' - ,'!. • ,. of a different base would result in a more equitable allocation of the costs,or that a more readily available base would not increase the costs charged to sponsored awards.The results of special cost studies(such as an engineering utility study)shall not he used to determine and allocate the indirect costs to sponsored awards. http://www.whitehouse.gov/omb/circulars_al22_2004 5/4/2011