The URL can be used to link to this page

RES 2010-1222 - Preliminary official statement re general obligation refunding bonds series 2010 �Nj'�HA;NE, of o� Finance Department ;rw� � � �, 7 Omaha/Douglas Civic Center r., z ��o�GItr N 1819 Famam Street,Suite 1004® ' Ply Omaha,Nebraska 68183-1004 4. off (402)444-5416 Aro Telefax(402) 546-1150 R4TFD FE,,,o- Pam Spaccarotella City of Omaha Director Jim Suttle,Mayor Allen R.Herink City Comptroller Honorable President V and Members of the City Council, V Submitted for your approval is a Preliminary Official Statement pertaining to the issuance and sale of the City of Omaha General Obligation Refunding Bonds, Series 2010. This resolution. _ also authorizes the distribution of the Preliminary Official Statement by the prospective underwriters of the Bonds and approves the form and substance of the Bond Purchase Agreement. We urge your favorable consideration of this resolution. Respectfully submitted, Referred to •ty Council for Consideration: 5� /4-/3-io I�OG- ZO(0 Pain Spaccarotella OC Date May 's 0 ice Date Finance Director P:\FIN/vg11014 V wspaper, printed and published daily in the English language, having a bona fide paid circulation in Douglas County in excess of 300 copies, printed in Omaha,in said County of Douglas,for more than fifty-two weeks last past; that the printed notice hereto attached was published in THE DAILY RECORD,of Omaha,on October 22, 2010 71a:::::::...7:::r. during that time was re ly published and inen the County of Douglas, a of Nebraska. ;i P�.G4 N Subscribed in my p ce and sworn to re I ' • 22nd f•ubli'sher'�ep,e1V N_1 me this ay of RM1MISi0 r October 10 (+;clilition eppla $ o , 1 AY6, Iff • •. ota1 2,, 1I%%%Si ".OF.N�� Notary Publit Nebras s ty, x`:\9P 137.50' 4 «h, : + - _ - -----� m r A N N , (5.40') ,r b}7• µ . + + 0 > h-+ 8 3 - y, N I RADIUS,:, - + ��_ O 1` + ,;:;:a ..��t - + - , P >. Fey -. m g:�_:: 11 ..,rfl- , + , ,- 99�: N00'30'00'W 110.00' u v.E, /`J M b7 y — — -I 50.00' ..SO0'311.70' . ' 2ds,00 0 `, S00'31'34'E 111.70' S00'29'OD'E 285.00'' Vy� 00 A g SE CORNER OF THE SW 1/4 OF� y, m pmm ~mx c >>yy -1 yyq > y n » 2xOm p 29 �Nm O THE NE 1/4 OF SECTION 19511 ImpT o , prmz)~xR5A 2r282 ,mpE~,„,• O m8• v .4 OminkAgbo5,.m4. 1 F x> b O N /�O y , _ f 2' AFN5Oh�ip stp1> o "opir44 nC�N =mnLan �y��m � >M1Iqp .p $ 0< m� F v "rr m � iap� g � H8o8o g$h=~o� goA . 10 ms 5 b= � 3 0-3m O $s M m- so '€ g140620 ;m=p •y- 5m $m m� 9�£S.-,z y o T/1 {�m r't o-.2 o 'e^ii y nTf -3 ry oti.no er,�^� mNoS mm ti^'mn� e� y V.� O � q n moon ,2 •0 o(a l'. Tiopm2o'Ao~ f 88 ogi boo . - 0 Z['� -i-o prim-�1m x �o„'� pip 99 Sp, A-6'A• :4,,,,. I ,, O pm$ mC�N>� A4S m CC •'V4g 2' Cl �; qq 5��70 0-, 3 � 'il-g > 8` N"og $f�^ o-A $m mm mini L ;.,4,�" ` —1 ;le r'"6' zIg .„ xoe 4 FE EgE apAr9, 8 ,_.3 t�pp p m N o p� pQi po `y�9�-i- �� 12� u� �`c 7•imy (�. O 'i z 1 4 mp€ o�m m 8 N�{ e,;Tiv; IO ~ 9pp C L= m .j m aSYi y-.yg nLm './�-C A r.'";3, D4 `' `1<)p .n FFc- 4gFTPX 131 M cFji3ry p c �n WO 2 N . 2 A-� F nut{�Qi i rZl0po `" /14�,_. o pTz"z`�i, � yr8i7,om �zml°ni 4�„l.�� y` mo� c p 2 m0 pZ'' O ">i>i0 gyp. .m, ' x i * c A mIJIp!H m� �4 f9 G q 1 V' F 5�m =f� .ii 1 g" 7bA 11 5 7. L T > a OMPSON,MESSENi£DONNER,INC. FIRE RIDGE ESTATES REPLAT 6 x m ° U Co ssYleNN Emirs Land iwwyors < o M >> s o m 10836 OLD MILL ROAD OMAHA,NEBRASKA 68154 o E v o m 3 P:402.330.8860 F:402.330.5866 WWW.TD2CO.COM MINOR PLAT x r j 8 ox City State Zip , i• GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd KUTAK ROCK LLP DRAFT 10/12/10 E o l v,b PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER_,2010 E NEW ISSUE-Book-Entry Only Ratings: Standard&Poor's: 0 g Moody's: ,$.N (See"RATINGS"herein) E:^ d In the opinion of Bond Counsel, under existing laws, regulations,rulings and judicial decisions, interest on the Bonds is g „ excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, except that such interest must be included in the "adjusted c o current earnings"of certain corporations for purposes of calculating alternative minimum taxable income. Bond Counsel also is a) CD of the opinion that, under existing laws of the State of Nebraska, such interest is exempt from Nebraska state income taxation as y long as it is exempt for purposes of the federal income tax. See "TAX EXEMPTION"herein. o U c • 0 o moot&A„, $37,525,000* Y �, , City of Omaha, Nebraska *� ! E•= h: General Obligation Refunding Bonds oo� � Series of 2010 o 2 Dated: Date of Delivery Due: December 1,as shown on inside cover page o g 4- o The Series of 2010 Bonds (the `Bonds") are issuable in fully registered form in the denominations of$5,000 and • c.0 integral multiples thereof. Interest on the Bonds is payable semiannually on June 1 and December 1 of each year, commencing E.2 June 1,2011,by check or draft mailed to the registered owner as of the applicable record date at the address shown on the books N u'- y" of registry maintained by First National Bank of Omaha, as Registrar. Principal of the Bonds is payable upon presentation and U•� ��o� surrender of the Bonds at the principal corporate office of First National Bank of Omaha,as Paying Agent, in Omaha,Nebras a. • TThe Bonds are subject to optional redemption prior to maturity,as more fully set forth herein. Hti o The Bonds initially will be registered in the name of Cede&Co., as nominee for The Depository Trust Company, ti in book-entry form in authorized denominations by credit to participating broker-dealers and other institutions on the books New York,New York("DTC"),which will act as securities depository for the Bonds. Purchases of the Bonds may be made only c of • " h DTC as described herein. Purchasers will not receive certificates evidencing the Bonds. Principal of and interest on the Bonds C•^ will be payable by the paying agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC § u Participants is the responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of the o.� ; DTC Participants and the Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the Bonds g C must maintain an account with a broker or dealer who is,or acts through,a DTC Participant to receive payment of the principal of • °b and interest on such Bonds. See"THE BONDS—Book-Entry Only System"herein. o g The proceeds of the Bonds will be used to finance the cost of refunding certain outstanding general obligation o a R indebtedness of the City of Omaha(the"City), including certain debt assumed by the City as a result of its annexations of six u tr. Douglas County,Nebraska sanitary and improvement districts. 73 3 5 er THE BONDS ARE PAYABLE FROM AD VALOREM TAXES,UNLIMITED AS TO RATE AND AMOUNT, 0 c g LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT c z'.S OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE 73 g BONDS. IA 713 0? MATURITY SCHEDULE as. ° (on inside cover page) oL o N 75 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. • 0 °c y 2The Bonds are being offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd • $37,525,000 City of Omaha,Nebraska General Obligation Refunding Bonds Series of 2010 MATURITY SCHEDULE * Maturity Principal Interest CUSIP (December 1) Amount Rate Yield Price 681712 2011 $2,470,000 2012 3,605,000 2013 2,755,000 2014 3,380,000 2015 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a CITY OF OMAHA,NEBRASKA JIM SUTTLE,MAYOR CITY COUNCIL Garry Gernandt, President Chris Jerram Pete Festersen Jean Stothert Franklin Thompson Ben Gray Thomas Mulligan. DEPARTMENT DIRECTORS Pam Spaccarotella Finance Director • Paul D.Kratz City Attorney R.E. Cunningham Planning Director Alex Hayes Police Chief Michael McDonnell Fire Chief Melinda Pearson Parks, Recreation and Public Property Director Robert Stubbe Public Works Director Richard O'Gara. Human Resources Director Gary Wasdin Library Director Dana Markel Convention and Tourism Director Richard O'Gara Human Rights and Relations Director Allen Herink,City Comptroller Buster Brown, City Clerk AUDITOR KPMG LLP BOND COUNSEL Kutak Rock LLP UNDERWRITER DAVIDSON D.A. D Davidson & Co. COMPANIES member SIPC 4825-4508-5191.3 Bonds oo� � Series of 2010 o 2 Dated: Date of Delivery Due: December 1,as shown on inside cover page o g 4- o The Series of 2010 Bonds (the `Bonds") are issuable in fully registered form in the denominations of$5,000 and • c.0 integral multiples thereof. Interest on the Bonds is payable semiannually on June 1 and December 1 of each year, commencing E.2 June 1,2011,by check or draft mailed to the registered owner as of the applicable record date at the address shown on the books N u'- y" of registry maintained by First National Bank of Omaha, as Registrar. Principal of the Bonds is payable upon presentation and U•� ��o� surrender of the Bonds at the principal corporate office of First National Bank of Omaha,as Paying Agent, in Omaha,Nebras a. • TThe Bonds are subject to optional redemption prior to maturity,as more fully set forth herein. Hti o The Bonds initially will be registered in the name of Cede&Co., as nominee for The Depository Trust Company, ti in book-entry form in authorized denominations by credit to participating broker-dealers and other institutions on the books New York,New York("DTC"),which will act as securities depository for the Bonds. Purchases of the Bonds may be made only c of • " h DTC as described herein. Purchasers will not receive certificates evidencing the Bonds. Principal of and interest on the Bonds C•^ will be payable by the paying agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC § u Participants is the responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of the o.� ; DTC Participants and the Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the Bonds g C must maintain an account with a broker or dealer who is,or acts through,a DTC Participant to receive payment of the principal of • °b and interest on such Bonds. See"THE BONDS—Book-Entry Only System"herein. o g The proceeds of the Bonds will be used to finance the cost of refunding certain outstanding general obligation o a R indebtedness of the City of Omaha(the"City), including certain debt assumed by the City as a result of its annexations of six u tr. Douglas County,Nebraska sanitary and improvement districts. 73 3 5 er THE BONDS ARE PAYABLE FROM AD VALOREM TAXES,UNLIMITED AS TO RATE AND AMOUNT, 0 c g LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT c z'.S OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE 73 g BONDS. IA 713 0? MATURITY SCHEDULE as. ° (on inside cover page) oL o N 75 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. • 0 °c y 2The Bonds are being offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd • [THIS PAGE LEFT BLANK INTENTIONALLY.] • 4825-4508-5191.3 Obligation Refunding Bonds Series of 2010 MATURITY SCHEDULE * Maturity Principal Interest CUSIP (December 1) Amount Rate Yield Price 681712 2011 $2,470,000 2012 3,605,000 2013 2,755,000 2014 3,380,000 2015 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a ` 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 LITIGATION 16 CITY OF OMAHA GENERAL FINANCIAL STATEMENTS 16 INFORMATION 1 VERIFICATION OF MATHEMATICAL Form of Government 1 COMPUTATIONS 16 City Administration 1 CERTIFICATION AS TO OFFICIAL City Financial Management and STATEMENT 16 Controls 2 Financial Reporting Systems and APPENDIX A—CITY OF OMAHA—SELECTED Control Systems 3 ECONOMIC INDICATORS A-1 Location and General Background 3 APPENDIX B—CITY OF OMAHA— Area and Population 3 FINANCIAL INFORMATION B-1 Transportation 3 Part One—Selected City of Omaha Financial Utility Services 4 Information Education 4 Part Two—Independent Auditors'Report and Military 4 General Purpose Financial Statements Economy 5 APPENDIX C—FORM OF CONTINUING SOURCES OF CITY REVENUES 5 DISCLOSURE UNDERTAKING C-1 Authority to Levy Taxes 5 APPENDIX D—FORM OF OPINION OF Property Taxes 6 BOND COUNSEL D-1 City Sales and Use Taxes 7 APPENDIX E—SCHEDULE OF PRIOR City Business Taxes 7 BONDS E-1 Other Revenues 7 2010 General Fund Forecast 7 2011 Budget 8 THE REFUNDING PROGRAM 8 . THE BONDS 9 Description of the Bonds 9 Place of Payment 9 Book-Entry Only System 9 Optional Redemption 11 Authority for Issuance 12 Security 12 Revisions of State Property Tax System 12 RATINGS 13 CONTINUING DISCLOSURE 13 1 UNDERWRITING 13 LEGAL OPINION 14 TAX EXEMPTION 14 Federal and State Tax Exemption 14 Original Issue Discount 14 Original Issue Premium 15 Future Legislation 15 4825-4508-5191.3 xations of six u tr. Douglas County,Nebraska sanitary and improvement districts. 73 3 5 er THE BONDS ARE PAYABLE FROM AD VALOREM TAXES,UNLIMITED AS TO RATE AND AMOUNT, 0 c g LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT c z'.S OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE 73 g BONDS. IA 713 0? MATURITY SCHEDULE as. ° (on inside cover page) oL o N 75 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. • 0 °c y 2The Bonds are being offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd [THIS PAGE LEFT BLANK INTENTIONALLY.] 4825-4508-5191.3 • 4825-4508-5191.3 Obligation Refunding Bonds Series of 2010 MATURITY SCHEDULE * Maturity Principal Interest CUSIP (December 1) Amount Rate Yield Price 681712 2011 $2,470,000 2012 3,605,000 2013 2,755,000 2014 3,380,000 2015 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a OFFICIAL STATEMENT $37,525,000 CITY OF OMAHA,NEBRASKA GENERAL OBLIGATION REFUNDING BONDS SERIES OF 2010 INTRODUCTION This Official Statement, including the cover page and Appendices hereto, is furnished in connection with the offering of$37,525,000* General Obligation Refunding Bonds, Series of 2010 (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. (the "Ordinance"). See"THE BONDS—Authority for Issuance." The proceeds of the Bonds will be used to refund certain general obligation indebtedness of the City, including a portion of the debt assumed by the City as the result of its annexations of six Douglas County sanitary and improvement districts. See"THE REFUNDING PROGRAM"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 documents, 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)444-5416. 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 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 Preliminary;subject to change ' 4825-4508-5191.3 13 CONTINUING DISCLOSURE 13 1 UNDERWRITING 13 LEGAL OPINION 14 TAX EXEMPTION 14 Federal and State Tax Exemption 14 Original Issue Discount 14 Original Issue Premium 15 Future Legislation 15 4825-4508-5191.3 xations of six u tr. Douglas County,Nebraska sanitary and improvement districts. 73 3 5 er THE BONDS ARE PAYABLE FROM AD VALOREM TAXES,UNLIMITED AS TO RATE AND AMOUNT, 0 c g LEVIED BY THE CITY AGAINST ALL TAXABLE PROPERTY IN THE CITY. THE FULL FAITH AND CREDIT c z'.S OF THE CITY ARE PLEDGED TO THE PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE 73 g BONDS. IA 713 0? MATURITY SCHEDULE as. ° (on inside cover page) oL o N 75 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. • 0 °c y 2The Bonds are being offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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. On September 24, 2010, a recall affidavit was filed against Mayor Jim Suttle. The organization filing the affidavit has 30 days to gather at least 26,643 signatures of registered Omaha voter which would enable the recall process to proceed. If the organization successfully gathers the necessary number of signatures the entire electorate would vote for or against a recall in a subsequent special election. 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. Spacarotella 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 35 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 20 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 five years of experience with the City of Omaha. He started as an Accountant in Public Works with his primary responsibility being the maintenance and calibration of the Combined Sewer Overflow (CSO) Financial Plan Model for the City. Later he transferred to City Finance, where he continued working with Public Works on budgeting, fund closings, and the CSO Financial Plan. In January 2010, Mr. Brott became the Budget Manager for the City of Omaha. Prior to working for the City, Mr. Brott was a Senior Auditor with the State of Nebraska Motor Fuels Division. He performed tax compliance audits for the State of Nebraska for ten years. Mr. Brott 4825-4508-5191.3 2 ing offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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 six years 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 The U.S. Census Bureau reports that as of December 2009 the population of the eight-county Omaha Metropolitan Statistical Area ("MSA"), comprising five Nebraska counties and three Iowa counties, numbered 838,855, with over 1.1 million within a 60-minute drive. The population of the City was approximately 440,691. Transportation Nearly 4.2 million passengers, over 102 million pounds of cargo and over 54.3 million pounds of mail passed through Eppley Airfield, Omaha's principal airport, in 2009. In the last decade, Eppley Airfield has made over$110 million in investments in terminal, apron,cargo area and runway expansions. Eppley Airfield offers over 170 flights per day and is serviced by eight national air carriers (number may change due to recent mergers within the airline industry), 11 regional airlines, eight air freight carriers and two full-service general aviation facilities. A total of 129 general aviation aircraft, including 34 executive jets, are based at Eppley Airfield. There are 90 departures out of Eppley Airfield daily. Omaha is general headquarters for the Union Pacific Railroad. The Burlington Northern Santa Fe and the Canadian National railroads also provide service and combine to make Omaha an important rail center. 4825-4508-5191.3 3 ued 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 4825-4508-5191.3 2 ing offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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 3,200 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 334 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. At the end of 2008 the publication "Business Facilities" named Omaha as one of the top 25 cities for"Best Educated Workforce." Section 79-2102, R.S., Supp. 2007, established a"learning community"comprising the 11 school districts (including the five school districts named above) in Douglas County and Sarpy County, Nebraska. Among other things, the learning community is responsible for levying and distributing common tax levies, approving focus schools and developing integration and diversity plans. Military The missions of U.S. Strategic Command are: to deter attacks on U.S. vital interests, to ensure U.S. freedom of action in space and cyberspace, to deliver integrated kinetic and non-kinetic effects to include nuclear and information operations in support of U.S. Joint Force Commander operations, to synchronize global missile defense plans and operations, to synchronize regional combating of weapons of mass destruction plans, to provide integrated surveillance and reconnaissance allocation 4825-4508-5191.3 4 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 4825-4508-5191.3 2 ing offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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$2.4 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 four Fortune 500 companies, which represent a diverse array of industries: Berkshire Hathaway, ConAgra Foods, Inc., 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 21 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 the third quarter of 2009 across all categories was 87.9% of the national average. Omaha MSA residents enjoy a median household income of $59,130 — over 10% higher than the national average. In August 2010 estimated average unemployment rate for the Omaha MSA was 5.0%, compared with 9.6% 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 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, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 4825-4508-5191.3 5 Fuels Division. He performed tax compliance audits for the State of Nebraska for ten years. Mr. Brott 4825-4508-5191.3 2 ing offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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 47.587 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. • Subject to formal certification, effective January 1, 2011, the City's general fund tax levy will increase from 26.112 cents per$100 to 28.447 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 1998 $68,915,674 $67,373,636 97.8 $1,604,868 $68,978,504 100.09 1999 72,024,257 70,529,609 97.8 1,651,123 72,180,732 100.22 2000 77,109,264 75,432,998 97.8 1,771,124 77,204,122 100.12 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 Source: Records of Finance Department,City of Omaha. Property Valuations and Property Tax Levies 2005 2006 2007 2008 2009 Actual Valuation $21,495,123,660 $22,265,984,445 $25,302,239,770 $26,509,935,870 $27,077,712,200 Levy (per$100 actual valuation) 43.3870 43.3870 43.3870 43.3870 47.5870 Source:Records and Projections of Finance Department,Cityof Omaha. P � City of Omaha taxable property valuations have increased nearly 26% from 2005 to 2009. The property tax base has been enhanced through orderly annexation of developed sanitary and improvement districts contiguous to the City. 4825-4508-5191.3 6 es incurred in issuing and maintaining bonds, and for the satisfaction of judgments and litigation expenses in connection therewith, plus (iii)whatever amount is required to finance certain overtime and holiday pay for members of the police force. In addition, the Omaha-Douglas Public Building Commission Act, pursuant to which the Commission issues bonds empowers the City to levy a tax on all the taxable property in the City, except intangible property, of$0.0175 per $100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City's payments to the Commission. Effective July 1, 1998, the tax levy of the City (exclusive of levies for preexisting lease-purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 450/$100 of taxable valuation. See "THE BONDS—Revision of State Property Tax System"herein. The City's tax levy during its current fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 4825-4508-5191.3 5 Fuels Division. He performed tax compliance audits for the State of Nebraska for ten years. Mr. Brott 4825-4508-5191.3 2 ing offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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 increased by 2.4% in 2008 and declined by 0.2% in 2009. Through August 2010, actual City sales tax receipts were up 5.1% compared to the same period in 2009. City Business Taxes Receipts for telephone occupation tax are projected at $16,200,000 for 2010. 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 2010 projection of$4,900,000 is based upon the assumption that weather conditions will be 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 2010 revenue estimates are $5,250,000. Vehicle Occupation Tax for 2010 is $8 per rental. The 2010 revenues are projected at $1,800,000. Based on the 51/4% per night occupation tax for hotels/motels, the City estimates that the Hotel/Motel Tax will generate $5,250,000 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 tax became effective October 1, 2010 and is expected to produce $3.5 million of additional unbudgeted revenues in 2010. 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. 2010 General Fund Forecast The City formally prepares and makes available a quarterly financial report. For the period ending June 30, 2010, such quarterly report indicates a budget deficit in the City's General Fund of$4.8 million. See the table in APPENDIX B labeled "SUMMARY OF GENERAL FUND REVENUES AND EXPENDITURES". At the time of distribution of this Preliminary Official Statement, the quarterly report ending September 30, 2010 has not been published. Since the release of the second quarter financial report, financial conditions in the City have improved significantly and the City is cautiously optimistic that the projected 2010 General Fund deficit shown on the previously mentioned table will not come to fruition. Several events have contributed to the improved financial outlook. Upon approval of the 2011 budget, a restaurant fee was enacted effective October 1, 2010. The fee is 2.5% of food and beverage sales and is expected to produce $3.5 million of additional unbudgeted revenues in 2010. Sales tax collections continue to improve and collections through August 31, 2010 are $3.8 million above budget. The City continues to monitor purchases and approve only "mission critical" or "pubic safety" related items. Hiring is managed through the Job Bank Committee and only essential positions are filled. On August 17, 2010, the City Council approved a contract with the Police Union. The contract covers the period 2009 through 2013. For years 2009 and 2010 wages were frozen at 2008 rates. Passage of the contract also achieved a substantial reduction in the Police and Fire Retirement System's Unfunded 4825-4508-5191.3 7 Tax System"herein. The City's tax levy during its current fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 4825-4508-5191.3 5 Fuels Division. He performed tax compliance audits for the State of Nebraska for ten years. Mr. Brott 4825-4508-5191.3 2 ing offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd Pension Obligation. Some of the key elements of the contract include the following: (1) future hires will have their pensions calculated on base pay only,(2)the percent of cash contributions by both the City and Police Union employees will increase each year, (3)eliminates the practice of spiking(working additional time in the year prior to retirement in an effort to drive up annual amount paid out under the pension plan. Payment under the plan was previously based on the salary of the employee during the last year of employment), (4)raising the minimum years of service for a maximum pension benefit of 75% of average monthly compensation from 25 years to 30 years and (5) For Police Union employees hired after January 1, 2010, the minimum age for a normal service retirement is 50. (for current sworn 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). 2011 Budget In connection with the City's adoption of its 2011 budget, the City adopted several new measures to increase revenue to help balance revenue with expenditures, including the following: • The General Fund property tax levy increased 2.335 cents producing revenues $ 6.2 million. • The implementation of a 2.5% restaurant fee which would apply to all sales at restaurants and bars. Such fee will automatically sunset if a proposed Sales Tax increase is approved. Revenues in 2011 are budgeted to increase $14.8 million in connection with such fee. • Increase the wheel tax by $15 dollars per vehicle. Such tax applies to vehicle owners who live in the City and most Douglas County subdivisions. Revenues attributable to this increase are budgeted to raise $5.2 million in 2011. • Enact a Commuter Tax of$50 per employee. The tax applies to individuals who live outside the City limits and are employed within the City. Budgeted revenues in 2011 are expected to increase $2.8 million. THE REFUNDING PROGRAM The City has issued as general obligation indebtedness the four issues of its General Obligation Refunding Bonds and Various Purpose Bonds identified in Appendix E. The City has annexed and has assumed the general obligation indebtedness of six Douglas County sanitary and improvement districts. The City is refunding all or a portion of such outstanding general obligation indebtedness (the "Prior Bonds")from the proceeds of the Bonds and other available moneys of the City, as shown in Appendix E. Pursuant to an Escrow and Agency Agreement, dated as of November 1, 2010 (the "Escrow Agreement"), which provides for the refunding of the Prior Bonds, and which is by and between the City and First National Bank of Omaha, as Escrow Agent (the "Escrow Agent"), the City will deposit the net proceeds from the sale of the Bonds and other available moneys of the City to the credit of the Escrow Agreement. The moneys deposited by the City to the credit of the Escrow Agreement will be invested in direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States of America(the "Federal Securities"),the interest and principal of which (without reinvesting) will be sufficient to pay all principal of, redemption premium, if any, and interest on the Prior Bonds. See "VERIFICATION OF MATHEMATICAL COMPUTATIONS." 4825-4508-5191.3 8 ontract with the Police Union. The contract covers the period 2009 through 2013. For years 2009 and 2010 wages were frozen at 2008 rates. Passage of the contract also achieved a substantial reduction in the Police and Fire Retirement System's Unfunded 4825-4508-5191.3 7 Tax System"herein. The City's tax levy during its current fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 4825-4508-5191.3 5 Fuels Division. He performed tax compliance audits for the State of Nebraska for ten years. Mr. Brott 4825-4508-5191.3 2 ing offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd THE BONDS Description of the Bonds The Bonds in the aggregate principal amount of$37,525,000*will be dated their date of delivery, will be issued in fully registered form and will mature as set forth on the reverse of the cover page of this Official Statement. Interest on the Bonds is payable semiannually on June 1 and December 1 of each year, commencing June 1,2011. 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 15 or November 15, as the case may be,next preceding each interest payment date. Book-Entry Only System The Bonds initially will be issued solely in book-entry form to be held in the book-entry only system maintained by The Depository Trust Company ("DTC"), New York, New York. So long as such book-entry system is used, only DTC will receive or have the right to receive physical delivery of Bonds and 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 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 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 Standard& Poor's highest * Preliminary;subject to change 4825-4508-5191.3 9 s tax levy during its current fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 4825-4508-5191.3 5 Fuels Division. He performed tax compliance audits for the State of Nebraska for ten years. Mr. Brott 4825-4508-5191.3 2 ing offered when,as and if issued by the City and accepted by the Underwriter,subject to the approval .� g b of legality of the Bonds by Kutak Rock LLP, Bond Counsel and to certain other conditions. It is expected that delivery oft e ... 3 Bonds will be made on or about November—,2010, at DTC in New York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd rating: "AAA." 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. and www.dtc.org. 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 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. 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 (nor its nominee), the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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 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 December 1, 2021 and thereafter are subject to redemption at the option of the City at any time on or after December 1, 2020, in whole or in part in such order of maturities as 4825-4508-5191.3 11 an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent,on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Bonds held for the accounts of customers in bearer form or registered in "street name" and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd • 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 next 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 Bonds for the refunding purposes referred to in the first sentence under "THE REFUNDING PROGRAM"herein, 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 Taxes." Revisions of State Property Tax System The State of Nebraska's system of assessing and taxing personal property for purposes of local ad valorem taxation for support of local political subdivisions, including the City, was the subject in the late 1990's of constitutional amendment, legislation and litigation the result of which was 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 valuation (plus an additional 50/$100 to pay the municipality's share of revenue required under interlocal agreements). The levy limit does not apply to levies for preexisting lease-purchase contracts approved prior to July 1, 1998, to bonded indebtedness approved according to law and secured by a levy on property and to pay judgments. The City's 2010 General Fund levy, exclusive of such unlimited levies, is 24.3120/$100 of taxable valuation. A political subdivision may exceed its levy limitation for a period of up to five years by majority vote of the electorate. There can be no assurance that Nebraska's system of assessing and taxing real and personal property will remain substantially unchanged, given the possibility of additional legislation, constitutional initiatives and referendums and litigation. Such changes could materially and adversely affect the amount of property tax and other revenues the City could collect in future years. The City does not believe, however, that the Nebraska Legislature, subject to any constitutional restrictions, would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the repayment of its bonds, lease-purchase obligations and other obligations. The opinion of Bond Counsel will be rendered based on the law existing as of the date of issuance of the Bonds and in reliance upon 4825-4508-5191.3 12 l 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 (nor its nominee), the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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. 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 a premium of $ (from which will be paid $ of Underwriters' 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 4825-4508-5191.3 13 d for the accounts of customers in bearer form or registered in "street name" and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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 properly allocable to the owners of certain of the Bonds) (a) is excluded 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 and the Corporation with their respective covenants regarding federal tax laws in the Ordinance and the Indenture. Failure to comply with such covenants could cause interest on the Bonds to be included in gross income retroactive to the date of issue of the Bonds. The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of certain recipients, such as banks, thrift institutions, property and casualty insurance companies, corporations (including S corporations and foreign corporations operating branches in the United States), Social Security or Railroad Retirement benefit recipients, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. The nature and extent of these other tax consequences will depend upon the recipients' particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding any such consequences, and investors should consult their own tax advisors regarding the tax consequences of purchasing or holding the Bonds. In Bond Counsel's further opinion, under the existing laws of the State of Nebraska, the interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of the federal income tax. • Original Issue Discount The Bonds maturing in the years through , inclusive (the "Discount Bonds"), are being sold at an original issue discount. The difference between the initial public offering prices, as set forth on the cover page, of such Discount Bonds and their stated amounts to be paid at maturity constitutes 4825-4508-5191.3 14 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 4825-4508-5191.3 13 d for the accounts of customers in bearer form or registered in "street name" and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd • original issue discount treated as interest which is excluded from gross income for federal income tax purposes,as described above. The amount of original issue discount which is treated as having accrued with respect to such Discount Bond is added to the cost basis of the owner in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Bond (including its sale, redemption or payment at maturity). Amounts received upon disposition of such Discount Bond which are attributable to accrued original issue discount will be treated as tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Bond, on days which are determined by reference to the maturity date of such Discount Bond. The amount treated as original issue discount on such Discount Bond for a particular semiannual accrual period is equal to the product of(i)the yield to maturity for such Discount Bond (determined by compounding at the close of each accrual period) and (ii)the amount which would have been the tax basis of such Discount Bond at the beginning of the particular accrual period if held by the original purchaser, less the amount of any interest payable for such Discount Bond during the accrual period. The tax basis is determined by adding to the initial public offering price on such Discount Bond the sum of the amounts which have been treated as original issue discount for such purposes during all prior periods. If such Discount Bond is sold between semiannual compounding dates, original issue discount which would have been accrued for the semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of Discount Bonds should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date and with respect to the state and local tax consequences of owning a Discount Bond. Original Issue Premium The Bonds maturing in the years through , inclusive (collectively, the "Premium Bonds"), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. An initial purchaser of a Premium Bond must amortize any premium over, such Premium Bond's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium Bonds callable prior to their maturity, by amortizing the premium to the call date, based on the purchaser's yield to the call date and giving effect to the call premium). As premium is amortized, the purchaser's basis in such Premium Bond is reduced by a corresponding amount resulting in an increase in the gain (or decrease in the loss)to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser's basis may be reduced, no federal income tax deduction is allowed. Purchasers of Premium Bonds should consult with their tax advisors with respect to the determination and treatment of amortizable premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond. Future Legislation From time to time,there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to above or adversely affect the market value of the Bonds. 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 4825-4508-5191.3 15 requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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 November_, 2010, 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 j udgments. —State Statute, Section 13-918 R.R.S. 1943, which authorizes the City to borrow money from the State to satisfy certain judgments. 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$ FINANCIAL STATEMENTS The general purpose financial statements of the City as of and for the year ended December 31, 2009 included as Part Two of Appendix B have 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 Federal Securities to provide for the payment of the principal of, redemption premium, if any, and interest on the Prior Bonds when due, and (b)the actuarial yield on such Federal Securities and on the Bonds,which computations support the conclusion that the 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 Carol Ebdon, 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, 4825-4508-5191.3 16 redicted 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 4825-4508-5191.3 15 requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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 4825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a APPENDIX A CITY OF OMAHA- SELECTED ECONOMIC INDICATORS Omaha MSA Population and Employment Population I 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 *Population and employment figures are for the previous five-county metropolitan statistical area. ' Source: U.S.Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours,and Earnings. Omaha MSA (Eight Counties) Nonagricultural Wage and Salary Employment Industry Average for 2008 Average for 2009 Average for 2010* Number % of Total Number % of Total Number % of Total Construction 25,700 5.5% 23,900 5.2% 21,150 4.7% Manufacturing 33,800 7.2% 31,500 6.9% 31,067 6.9% Trade,Transportation &Utilities 99,700 21.2% 95,200 20.7% 93,133 20.6% Information 12,200 2.6% 11,500 2.5% 10,767 2.4% Financial Activities 40,700 8.7% 39,900 8.7% 38,967 8.6% Professional &Business Services 65,500 13.9% 62,600 13.6% 61,283 13.6% Education &Health Services 67,800 14.4% 68,800 15.0% 68,650 15.2% Leisure& Hospitality 45,600 9.7% 44,600 - 9.7% 43,917 9.7% Other Services 16,700 3.6% 16,800 3.7% 16,883 3.7% Government 62,100 13.2% 64,400 14.0% 65,900 14.6% Total Non-Farm Employment 469,800 100.0% 459,200 100.0% 451,717 100.0% *Data are annual averages from preliminary data; upcoming benchmark revisions may change the Source.: Bureau of Labor Statistics: State and Area Employment,Hours and Earnings. 4825-4508-5191.3 and (b)the actuarial yield on such Federal Securities and on the Bonds,which computations support the conclusion that the 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 Carol Ebdon, 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, 4825-4508-5191.3 16 redicted 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 4825-4508-5191.3 15 requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd 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 $32,421 $30,318 2001 $25,907,362 $33,412 $31,145 2002 $26,881,785 $34,359 $31,462 2003 $27,925,736 $35,325 $32,271 2004 $29,636,998 $37,087 $33,881 2005 $31,080,199 $38,347 $35,424 2006 $33,394,794 $40,723 $37,698 2007 $34,978,933 $42,185 $39,392 2008 $36,098,230 $43,012 $40,166 2009* $36,029,000 $42,412 $39,138 *2009 figures are preliminary Source: Bureau of Economic Analysis, SA1-3,CAI-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 Source: Nebraska Department of Revenue. ' Includes the five Nebraska Counties in the eight County MSA. 2 Nebraska Counties of MSA(Cass,Douglas, Sarpy,Washington,Saunders(1997-present))through October 2007. 4825-4508-5191.3 A-2 , % 43,917 9.7% Other Services 16,700 3.6% 16,800 3.7% 16,883 3.7% Government 62,100 13.2% 64,400 14.0% 65,900 14.6% Total Non-Farm Employment 469,800 100.0% 459,200 100.0% 451,717 100.0% *Data are annual averages from preliminary data; upcoming benchmark revisions may change the Source.: Bureau of Labor Statistics: State and Area Employment,Hours and Earnings. 4825-4508-5191.3 and (b)the actuarial yield on such Federal Securities and on the Bonds,which computations support the conclusion that the 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 Carol Ebdon, 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, 4825-4508-5191.3 16 redicted 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 4825-4508-5191.3 15 requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd Value of Building Permits—City of Omaha Year Amount Year Amount 1950 $ 24,105,401 2003 $633,542,187 1960 46,927,523 2004 623,481,197 1970 61,626,242 2005 673,153,699 1980 136,736,312 2006 605,536,231 1990 318,473,517 2007 663,007,432 2000 473,849,942 2008 795,783,313 2001 1,558,867,305 2009 511,966,409 2002 701,502,687 2010 373,267,782* *Through August 31,2010. Source: Division of Permits and Inspections,City of Omaha. Largest Employers—City of Omaha Metro Area August 31,2010 Company Product/Service Number of Employees Offutt Air Force Base* National Security 9,414 • Alegent Health Healthcare 9,000 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 Union Pacific Railroad 4,500 University of Nebraska Medical Center Education 4,193 West Corp. Telemarketing 3,769 First National Bank of Omaha Banking 3,707 Mutual of Omaha Insurance 3,548 Wal-Mart Stores Store 3,500 City of Omaha Government 3,000 ConAgra Foods Food products 3,000 Creighton University Education 3,000 PayPal* Transaction Processing 3,000 University of Nebraska at Omaha Education 3,000 Millard Public Schools Education 2,767 Target Stores Dept. Stores 2,565 Douglas County Government 2,400 *Located in Sarpy County(immediately south of Omaha). Source: Greater Omaha Chamber of Commerce Top 25 Employer List,(Ranked by Number of Employees). 4825-4508-5191.3 A-3 64,400 14.0% 65,900 14.6% Total Non-Farm Employment 469,800 100.0% 459,200 100.0% 451,717 100.0% *Data are annual averages from preliminary data; upcoming benchmark revisions may change the Source.: Bureau of Labor Statistics: State and Area Employment,Hours and Earnings. 4825-4508-5191.3 and (b)the actuarial yield on such Federal Securities and on the Bonds,which computations support the conclusion that the 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 Carol Ebdon, 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, 4825-4508-5191.3 16 redicted 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 4825-4508-5191.3 15 requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd [THIS PAGE LEFT BLANK INTENTIONALLY.] 4825-4508-5191.3 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 4825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION Part One Selected City of Omaha Financial Information Part Two Independent Auditors'Report and General Purpose Financial Statements (December 31, 2009) • 4825-4508-5191.3 the date shown on the cover hereof CITY OF OMAHA,NEBRASKA By Mayor 4825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a M1 [THIS PAGE LEFT BLANK INTENTIONALLY.] 4825-4508-5191.3 One Selected City of Omaha Financial Information Part Two Independent Auditors'Report and General Purpose Financial Statements (December 31, 2009) • 4825-4508-5191.3 the date shown on the cover hereof CITY OF OMAHA,NEBRASKA By Mayor 4825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION Part One Selected City of Omaha Financial Information 4825-4508-5191.3 Independent Auditors'Report and General Purpose Financial Statements (December 31, 2009) • 4825-4508-5191.3 the date shown on the cover hereof CITY OF OMAHA,NEBRASKA By Mayor 4825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a CITY OF OMAHA,NEBRASKA 1 GENERAL FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,2009 Revenue: 2005 2006 2007 2008 2009 General Property Tax $50,000,897 $52,205,484 $55,126,392 $61,795,651 $64,773,742 Motor Vehicle Taxes 8,808,677 8,818,011 8,825,629 9,374,405 9,299,184 City sales&use tax 112,954,972 113,633,982 118,680,986 121,532,796 121,309,926 Business taxes 26,845,997 28,781,008 30,778,878 33,830,794 33,664,179 Licenses&permits 8,248,962 8,216,565 8,150,481 8,155,504 7,125,362 Intergovernmental revenue 9,956,560 8,388,815 9,246,268 9,437,282 10,321,762 Charges for services 15,616,713 16,285,001 18,568,340 19,842,674 19,946,262 Investment income 1,292,491 4,170,840 5,671,876 3,847,009 1,195,845 Rents&royalties 107,512 159,665 120,473 104,961 130,130 Miscellaneous 1,215,451 1,189,362 4,915,605 1,685,643 1,331,891 Total Revenue $235,048,232 $241,848,733 $260,084,928 $269,606,719 $269,098,283 Expenditures Legislative&Executive $2,587,929 $2,458,375 $2,621,760 $2,540,850 $2,597,111 Law,Personnel&Human Relations 5,673,577 5,490,058 5,887,846 5,824,839 5,661,845 Finance 2,819,299 2,340,491 2,389,924 2,276,814 2,480,074 Planning 6,599,159 5,115,735 5,755,897 6,612,669 6,603,010 Parks,Recreation&Public Property 15,265,292 14,899,544 16,483,949 17,887,259 16,977,290 Fire 59,511,704 65,557,730 69,709,351 74,905,411 74,257,000 Police 80,253,364 85,732,138 93,535,664 93,597,942 93,603,374 Public Works 13,630,679 14,227,826 15,140,836 14,988,397 15,588,063 Convention and Tourism - 255,600 250,000 -0- -0- Public Library 8,406,738 7,600,999 8,356,835 8,173,587 8,098,422 Retiree Benefits 15,163,968 16,372,920 17,410,910 19,359,233 22,005,057 Agency&Other Accounts 23,225,076 23,083,677 22,869,002 24,771,326 27,598,496 Total Expenditures $233,136,785 $243,135,093 $260,411,974 5270,938,327 S275,469,742 Excess(deficit)of revenues over expenditures: $1,911,447 $(1,286,360) $(327,046) $(1,331,608) $(6,371,459) Other sources(uses)of financial resources: Initial Credit 489,111 3,762,999 2,643,828 2,659,323 3,896,110 Operating transfers&encumbrance adj.(net) 243.269 182,684 1,579,328 545,751 2,475,349 Net other sources(uses)of financial resources $732,380 $3,945,683 $4,223,156 $3,205,074 $6,371,459 Excess(deficiency)of revenues over expenditures&other sources(uses)of financial resources* 2,643,827 2,659,323 3,896,110 1,873,466 0 Fund balance,beginning of yr. 4,252,110 6,406,826 5,303,150 6,555,432 5,769,575 Less initial credit (489,111) (3,762,999) (2,643,828) (2,659,323) (3,896,110) Fund balance,end of yr. $6.406.826 $5 303.150 $6.555,432 $5,769.575 $1,873.465 Source: Records of the Finance Department,City of Omaha *City of Omaha 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. • 4825-4508-5191.3 B-2 l 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 4825-4508-5191.3 15 requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd CITY OF OMAHA,NEBRASKA GENERAL DEBT SERVICE FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,2009 • 2005 2006 2007 2008 2009 Revenue: Taxes $35,631,565 $'37,751,458 $ 39,700,167 $44,536,697 $46,832,517 In lieu-of-taxes 74,594 92,735 88,094 74,594 74,607 Interest income 238,746 114,615 111,542 252,097 214,294 Parking fees 1,168,532 1,026,585 1,243,110 $1;328,971 945,928 Seat tax 374,998 594,628 427,038 544,927 360,975 State turn back revenue 997,550 450,389 799,636 2,404,735 2,380,069 Total revenue $38,485,985 $40,030,410 $42,369,587 $49,142,021 $50,808,390 Contributions from annexed areas 822,226 344,325 14,467,116 10,568,138 491,410 Total revenue&contributions $39,308,211 $40,374,735 $56,836,703 $59,710,159 $51,299,800 Expenditures: Outside services: Professional fees&liabilities $ 562,771 $ 292,396 $ 1,848,730 $ 2,071,744 $ 1,151,204 Collection fees 375,683 377,054 425,334 446,385 342,458 Total outside services $ 938,454 $ 669,450 $ 2,274,064 • $ 2,518,129 $ 1,493,662 General obligation bonds: Interest expense $21,883,212 $23,008,972 $37,631,606 $28,463,687 $ 27,786,112 Bonds retired 21,150,000 35,125,000 39,725,234 109,871,890 76,393,269 Total general obligation bonds $43,033,212 $58,133,972 $77,356,840 $138,335,577 $104,179,381 Total expenditures $43,971,666 $58,803,422 $79,630,904 $140,853,706 $105,673,043 Excess(deficit)of revenues& contributions over(under) expenditures $(4,663,455) $(18,428,687) $(22,794,201) $(81,143,547) $(54,373,2431 Other financing sources(uses): Refunding Bonds - 11,425,000 27,397,421 83,628,251 48,886,711 Excess(deficit)of revenues& contributions over(under) • expenditures&other financing sources(uses) $(4,663,455) $(7,003,687) $4,603,220 $2,484,704 $(5,486,532) • Fund balance at beginning of year 23,555,462 18,892,007 11,888,320 1.6,491,540 18,976,244 Fund balance at end of year $18 892,007 $11.888.320 $16.491,540 $18,976,244 $13 489 712 • • • 4825-4508-5191.3 B-3 489,111 3,762,999 2,643,828 2,659,323 3,896,110 Operating transfers&encumbrance adj.(net) 243.269 182,684 1,579,328 545,751 2,475,349 Net other sources(uses)of financial resources $732,380 $3,945,683 $4,223,156 $3,205,074 $6,371,459 Excess(deficiency)of revenues over expenditures&other sources(uses)of financial resources* 2,643,827 2,659,323 3,896,110 1,873,466 0 Fund balance,beginning of yr. 4,252,110 6,406,826 5,303,150 6,555,432 5,769,575 Less initial credit (489,111) (3,762,999) (2,643,828) (2,659,323) (3,896,110) Fund balance,end of yr. $6.406.826 $5 303.150 $6.555,432 $5,769.575 $1,873.465 Source: Records of the Finance Department,City of Omaha *City of Omaha 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. • 4825-4508-5191.3 B-2 l 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 4825-4508-5191.3 15 requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd CITY OF OMAHA,SPECIAL TAX REVENUE REDEVELOPMENT AND SPECIAL OBLIGATION DEBT SERVICE FUND Five Years Ended December 31,2009 2005 2006 2007 2008 2009 Revenues: Property tax revenue $1,815,671 $1,924,414 $1,987,825 $2,266,497 $2,386,049 Tax allocation revenue 1,632,230 1,752,414 3,926,399 2,270,964 1,975,044 State cigarette tax 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 NRD Miller Park contribution 200,000 200,000 200,000 -- Douglas County Miller Park contribution • 141,176 141,176 141,176 141,177 141,177 Rolling River 56,146 --- 111,575 --- -- Naming rights convention center 825,000 825,000 825,000 825,000 825,000 Land sales 1,656,289 --- 224,260 77,500 850,000 Refunding Bonds\Other Income --- --- --- 40,596,567 75,119 Sewer Revenue Fees* 1,520,149 1,519,551 1,517,971 1,518,584 1,517,163 Total revenues $9,346,661 $7,862,555 $10,434,206 $49,196,289 $9,269,552 Expenditures: Agency and other accounts $26,119 $47,445 $20,842 $56,122 $163,898 Principal payment 1,746,813 2,003,542 4,315,527 35,949,182 3,172,837 Interest 5,459,700 5,281,609 5,094,062 5,454,753 5,733,379 Sewer Special Obligation debt service* 1,520,149 1,519,551 1,517,971 1,518,584 1,517,163 Professional fees 142,796 114,917 168,275 6,330,887 95,027 Total expenditures $8,895,577 $8,967,064 $11,116,677 $49,309,528 $10,682,304 Excess(deficit)of revenues over expenditures 451,084 (1,104,509) (682,471) (113,239) (1,412,752) Fund balance,beginning of year: Fund balance 8,443,424 8,894,508 7,789,999 7,107,528 6,994,289 Fund balance,end of year: Fund balance $8,894,508 $7,789,999 $7,107,528 $6,994,289 $5,581,537 This redevelopment levy is used to pay bond and interest payments on Redevelopment Bonds. The levy for 2005, 2006,2007 and 2009 is.894 cents per$100 of taxable valuation. 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: Retirement Name Date of Issue Date Downtown Redevelopment 1999 2019 2002 Redevelopment(Stockyards&Downtown)** 2002 2032 2002 Special Obligation(Riverfront)** 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 2026 2008 Special Obligation(Riverfront) 2008 2013 Special Tax Revenue Redevelopment 2008 2028 • 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. **Refunded on March 25,2008 upon the issuance of the corresponding 2008 Redevelopment and 2008 Special Obligation Bonds. • 4825-4508-5191.3 B-4 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 4825-4508-5191.3 15 requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd • CITY OF OMAHA,NEBRASKA SUMMARY OF GENERAL FUND REVENUES AND EXPENDITURES THROUGH JUNE 30,2010 2010 Actual Projected Projected Over Budgeted 6/30/2010 12/31/2010 (Under)Budget Revenues: General Property Tax $70,322,657 $39,432,329 $70,622,427 $299,770 Motor Vehicle Taxes 9,300,000 4,383,159 9,000,000 $(300,000) City Sales and Use Tax 122,954,000 64,424,112 122,954,000 0 Business Taxes 34,932,000 13,844,896 33,910,000 (1,022,000) Licenses and Permits 8,544,362 3,177,284 7,400,000 (1,144,362) Intergovernmental Revenues 9,303,000 3,565,408 8,303,000 (1,000,000) Charges for Services 19,386,252 10,096,052 20,086,315 700,063 Investment Income 2,850,000 644,610 1,400,000 (1,450,000) Miscellaneous 1,372,453 402,739 800,000 (572,453) Prior Year General Fund Balance 1,873,465 1,873,465 1,873 465 - Total General Fund Revenue $280,838.189 $141,844,054 $276,349,207 $(4,488,982) Expenditures: Legislative&Executive $2,697,014 $1,280,629 $2,604,455 $(92,559) Law,Personnel&Human Relations 6,229,540 2,848,380 5,821,116 (408,424) Finance 2,505,735 1,165,308 2,457,459 (48,276) Planning 6,784,881 3,080,397 6,497,458 (287,423) Parks,Recreation&Public Property 18,297,135 8,581,203 18,014,417 (282,718) Fire 68,782,298 33,596,475 69,347,860 565,562 Police 98,289,052 48,703,260 100,111,873 1,822,821 Public Works 16,272,610 6,279,318 15,872,266 (400,344) Convention&Tourism 500,000 - - (500,000) Public Library 10,294,689 4,844,301 10,162,939 (131,750) Benefits 23,252,805 11,035,687 23,665,311 412,506 Outside Agency Accounts 18,506,745 9,425,620 18,378,693 (128,052) Contingency and Other Accounts 8,425,685 2,154,135 8,165,685 (260,000) Total General Fund Expenditures 5280,838,189 $132,994,714 $281,099,532 $261,343 Excess Revenues over Expenditures $(4,750,325) Projected 2010 General Fund Budget Carryover Reserve* $(4,750,325) Source: Unaudited records and projections of the Finance Department, City of Omaha as of June 30,2010. 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 2010 year-end audit may differ significantly. * See Table on B-2 for previous history at line"Excess (deficiency) of revenues over expenditures and other sources(uses) of financial resources." 4825-4508-5191.3 B-5 pecial Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 2008 Redevelopment(Stockyards&Downtown) 2008 2026 2008 Special Obligation(Riverfront) 2008 2013 Special Tax Revenue Redevelopment 2008 2028 • 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. **Refunded on March 25,2008 upon the issuance of the corresponding 2008 Redevelopment and 2008 Special Obligation Bonds. • 4825-4508-5191.3 B-4 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 4825-4508-5191.3 15 requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd CITY OF OMAHA,NEBRASKA GENERAL FUND 2010 BUDGET AND 2011 PROJECTED BUDGET 2010 2011 Budgeted Appropriated Revenues: General Property Tax $ 70,315,904 $ 77,037,699 Motor Vehicle Taxes 9,300,000 9,408,238 City Sales and Use Tax 122,954,000 126,900,000 Business Taxes 34,812,000 32,462,840 Restaurant Tax - 14,779,753 Licenses and Permits 8,664,362 7,797,543 Intergovernmental Revenues 9,309,753 7,895,057 Charges for Services 19,547,602 19,527,272 Investment Income 2,850,000 1,620,000 Miscellaneous 1,211,103 2,797,368 Prior Year Balance 1,873,465 - Total Revenue $280,838,189 $300,225,770 Expenditures: • Legislative&Executive $ 2,697,014 $ 2,781,215 Law,Personnel&Human Relations 6,229,540 5,926,996 Finance 2,505,735 2,820,038 Planning 6,784,881 6,790,822 Parks,Recreation and Public Property 18,297,135 17,005,519 Fire 68,782,298 67,715,881 Police 98,289,052 111,915,090 Public Works 16,272,610 16,097,386 Convention and Tourism 500,000 - Public Library 10,294,689 10,358,791 Benefits 23,252,805 24,635,172 Agency and Other Accounts 26,932,430 34,178,860 Total Expenditures $280,838,189 $300,225,770 Source: Finance Department,City of Omaha The major portion of the City's day-to-day operations, some annual capital improvements and various lease-purchase agreements are financed by the General Fund. Appropriations are also made from the fund for operating the Public Library System. Further appropriations are provided for the City's contribution to employee benefit plans including pension systems, hospitalization and life insurance and social security taxes. The 2011 General Fund budget increased by$19.4 million which represents a 6.9%increase over the 2010 budget 4825-4508-5191.3 B-6 itures $(4,750,325) Projected 2010 General Fund Budget Carryover Reserve* $(4,750,325) Source: Unaudited records and projections of the Finance Department, City of Omaha as of June 30,2010. 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 2010 year-end audit may differ significantly. * See Table on B-2 for previous history at line"Excess (deficiency) of revenues over expenditures and other sources(uses) of financial resources." 4825-4508-5191.3 B-5 pecial Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 2008 Redevelopment(Stockyards&Downtown) 2008 2026 2008 Special Obligation(Riverfront) 2008 2013 Special Tax Revenue Redevelopment 2008 2028 • 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. **Refunded on March 25,2008 upon the issuance of the corresponding 2008 Redevelopment and 2008 Special Obligation Bonds. • 4825-4508-5191.3 B-4 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 4825-4508-5191.3 15 requirements as may be in effect from time to time. Payments of redemption proceeds, distributions, and 4825-4508-5191.3 10 York,New York against payment therefor. o C G • N E. ti O g DAVIDSON `n COMPANIES, D.A.Davidson & Co. Dated:October ,2010 e-•o — member SIPC O a N 'Ir d E3'°= * N Preliminary;subject to change w_r F b 3 4825-4508-5191.3 GcockP�Ysco Qowiv3; Y oh.' nk ,n E-Mail Address � P' e tit t--t-r F (> C'd • • t.. to OP 0 O Q, o 7 oo s.O en O N M t-- Cr, 0, O ,O N 0 ' r-- - _ 00 7 Cr- N - oo tr. I- n - Cr, - N t-- Cr, en O 0 ,O O 7 N M N O 00 I� N o0 Cr. r--.„ M t-- 7 r-- 7 7 O t$ O N t� N 00 C M O o0 00 ,D cps N N M 00 • r v, en I` 7 ,..0 I- N 7 N 0 v, v, t- O - y 7 D, O N h b 0o t� ,O r M ut r 0 an M r 00 N u u , 7 n M O; 4 7 N O o0 ,O M - O, ut 7 N -• 00 {'•� O •� vt 7 7 7 7 7 M M en en N N N 0 ea u bs cn N 0 O O N 00 00 00 00 00 00 0o 00 00 O co O o O O O O O o ' en O co C. o0 00v O tenv 00 00 00 00 00 00 N , , O O , 0 0 O o CO 0 •p G y o0 M N - ,0 1- '0 00 -- N. N - V1 M -- ,O ,0 N. O M 0 r 9 d en t- v, , N M 00 - 00 ,O 00 - vi t- M M N 7 O O tJ C y 7 N Cr, 0, en en ,O ,O 00 7 00 � en 00 M 7 N- N- 1-- I- 1-, •--� � H 0 CQ 7 7 v, 0 v, M ,O 00 t� (r) 7 ,O I� O M v.. v, .r. en. o C.., O 0p ,� en R M 7 M M M N N N N •-- -., -+ •--. O N ° n. s9 • Oect c In o vi 6) d CA 0Cn c o c •-C 0O 00 00 00 00 00 00 00 00 k O co O co co O o co co O M 0 00 00 00 00 00 00 00 00 N N o ril- 0 O v, 0 0 0 0 00 000 N y 00 M N - I n 00 N N - un M -- ,O ,O N O M W O O 0 M N o vi t� 0o M M - M. so rn v, a\ N ,o M M N O rzl7 7 N- -- 7 00 en 1-- N N 7 O O, t` v, - 7 N 7 G z 0, 00 I.-- I- VD v, v, 7 7 M M N N - -- -- 00 rC.1 n •'- E To•L 69 O Sy y a ea) o �7] y c4 d oo O O O o 0 0 0 0 o O O o 0 0 0 0 O O . 0 pq 0 0 0 0 0 0 o O O O o 0 0 o O O o 0 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 03 O 0 C0 v v, o � v, v, o v, v, v, krC o krC v, v, o co o W C N- O V 00 7 O O -- en en v O 00 N - en V N W 7 ,O M 0 -- M M M N N 7 V) Cr, - en, v v, v, on a N M N M N N M N N N NN •O co69 W• O 0 E-t U c a 0 _ - O N N ,0 o0 O 0, v, en 17 en 1N 0 0, O ,D v, W - oo N 00 D 7 N D 7 N - 7 N N D en O o0 y 7 7 O. 0. 00 N 00 O� �n 0, 00 O. v. N N N M - 00 N 00 A 10 •Sy C 7 - v O ,r," O N O N N O 7 v u 0 CS y. i M '0 0, V v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 PROPERTY VALUATIONS AND DEBT RATIOS As of December 31 2005 2006 • 2007 2008 . 2009 Actual Valuation' $21,495,123,660 $22,265,984,445 $25,302,239,770 $26,509,935,870 $27,077,712,200 Net Direct General Obligation Bonded Debt 465,864,465 464,368,152 520,334,932 539,086,218 532,339,481 %of Net Direct General Obligation Bonded Debt to Actual Valuation 2.17% 2.09% 2.06% 2.03% 1.97% 'The preliminary 2010 taxable valuation is$26,885,095,445. 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 I 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 '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 140,820 people and 39 square miles as a result of annexations since 1980. • 4825-4508-5191.3 B-8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 03 O 0 C0 v v, o � v, v, o v, v, v, krC o krC v, v, o co o W C N- O V 00 7 O O -- en en v O 00 N - en V N W 7 ,O M 0 -- M M M N N 7 V) Cr, - en, v v, v, on a N M N M N N M N N N NN •O co69 W• O 0 E-t U c a 0 _ - O N N ,0 o0 O 0, v, en 17 en 1N 0 0, O ,D v, W - oo N 00 D 7 N D 7 N - 7 N N D en O o0 y 7 7 O. 0. 00 N 00 O� �n 0, 00 O. v. N N N M - 00 N 00 A 10 •Sy C 7 - v O ,r," O N O N N O 7 v u 0 CS y. i M '0 0, V v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 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 December 28, 2009,applicable to the taxable property within the City of Omaha: %Applicable to $Amount Bonds Outstanding City of Omaha Applicable Douglas County' $ 78,000,000 75.30% $ 58,734,000 Omaha-Douglas Public Building Commission2 32,930,000 75.30 24,796,290 School District of Omaha3 230,835,908 85.24 196,764,528 School District of Ralston3 26,315,000 71.89 18,917,854 School District of Millard3 142,155,000 62.76 89,216,478 School District of Elkhorn3 113,415,000 53.05 60,166,658 School District No.66 of Douglas County3 16,185,000 100.00 16,185,000 Total $639,835,908 $464,780,808 ' 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 2009 were$1,424,920. The Act authorizing issuance of bonds by the Omaha-Douglas Public Building Commission (the"Commission")permits the Commission to levy a tax of$.017 per $100 of actual valuation on all the taxable property in Douglas County; the levy for 2009-10 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 August 31, 2009. The City's ratio of direct and overlapping debt ($1,010,610,002) to its 2009 property valuation ($27,077,712,200) is 3.73%. 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 2036, the highest annual payment is $15,145,579 (in 2012), the lowest is $7,301,297 (in 2034), and the average annual payment is $11,164,887. 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. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding) as of December 31,2009 City of Omaha: Tax Increment Bonds and Notes $ 272,314,518 Special Tax Revenue Bonds 47,825,000 Highway Allocation Revenue Bonds 2,065,000 Convention Center Hotel Revenue Bonds 109,750,000 Special Obligation Bonds 81,840,000 Omaha Public Power District 1,937,704,000 Airport Authority of the City of Omaha 26,749,382 Sanitary Sewerage System Revenue Bonds 82,095,000 Nebraska Department of Environmental Control Sewer Revenue Notes 32,628,407 Metropolitan Utilities District 189,720,000 '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. • • 4825-4508-5191.3 B-10 n 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 August 31, 2009. The City's ratio of direct and overlapping debt ($1,010,610,002) to its 2009 property valuation ($27,077,712,200) is 3.73%. 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 2036, the highest annual payment is $15,145,579 (in 2012), the lowest is $7,301,297 (in 2034), and the average annual payment is $11,164,887. 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. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 • TOTAL PROPERTY TAX LEVIES IN THE CITY OF OMAHA (Levied on Real and Tangible Personal Property) 2005 2006 2007 2008 2009 2010 City of Omaha Amount per$100 of actual Valuation (Rounded to four decimals) General Fund $.2431 $.2431 $.2431 $.2431 $.2431 $.2611 Debt Service Fund .1759 .1759 .1759 .1759 .1759 .1928 Judgment Fund .0060 .0060 .0060 .0060 .0060 .0060 Redevelopment Fund .0089 .0089 .0089 -0089 .0089 -0159 Total for City of Omaha $-4339 $-4339 $.4339 $.4339 $.4339 $.4759 2005-06 2006-07 2007-08 2008-09 2009-10 (Amount per$100 of actual Valuation) Other Taxing Units Douglas County $ .26427 $ .26144 $0.24519 $0.24519 $0.24519 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 School District No.66 of Douglas County' 1.28885 1.30156 1.25282 1.25302 0.29106 School District of Ralston' 1.30261 1.29216 1.26197 1.29738 0.30785 School District of Millard' 1.28995 1.27958 1.20999 1.20997 0.25000 School District of Elkhorn' 1.23776 1.29165 1.30510 1.30499 0.34499 State Educational Service Units .01502 .01502 0.015002 0.015002 0.01500 Omaha-Douglas Public Building Commission .01096 .01096 0.01096 0.01300 0.01300 Papio Missouri River Natural Resources District .03909 .03844 0.03485 0.03375 0.03375 Metropolitan Technical , Community College .0674 .0674 0.06740 0.06740 0.08500 Omaha Transit Authority .04890 .04871 0.04617 0.04613 0.04674 Learning Community 3 - - - 0.96500 '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. 4825-4508-5191.3 B-1 1 nd. From 2010 to 2036, the highest annual payment is $15,145,579 (in 2012), the lowest is $7,301,297 (in 2034), and the average annual payment is $11,164,887. 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. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 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 30,2010. Value of Taxpayer Real Property OAK VIEW MALL LLC $103,070,800 UNITED OF OMAHA LIFE INS 95,101,200 WESTROADS MALL LLC 82,092,800 168TH AND DODGE LP 75,647,800 NEBRASKA FURNITURE MART 71,116,000 IRET-MR9 LLC 54,005,100 FIRST DATA RESOURCES INC 53,282,900 COMMERCIAL FEDERAL SAVINGS&LOAN 52,086,500 SFI LTD PARTNERSHIP 49,271,900 TARGET CORPORATION 45,323,200 CLF LANDMARK OMAHA LLC 42,875,800 W 0 W LIFE INS SOC 40,000,000 CREIGHTON ST JOSEPH REGIONAL 39,000,000 WAL-MART REAL ESTATE BUS TR 36,617,800 OMAHA PLAZA INVESTMENTS LLC 36,287,300 FIRST NATIONAL BANK OMAHA 35,542,300 CAGR LLC 34,761,700 SELDIN PROPERTIES 34,096,000 WACHOVIA DEVELOPMENT CORPORATION 34,060,000 COLE MT OMAHA 33,341,600 DOUGLAS BUILDING LLC 31,580,300 SECURITY NATIONAL PROPERTIES FUND 31,466,000 GUARANTEE MUTUAL LIFE 31,132,000 LVP OAKVIEW STRIP CENTER LLC 30,040,000 WEST TELESERVICES CORP 30,006,900 CONNECTICUT NATIONAL BANK TR 30,000,000 ALEGENT HEALTH 29,706,500 ORIENTAL TRADING CO INC 29,620,700 BISHOP CLARKSON MEMORIAL HOSPITAL 28,762,100 REGENCY LAKESIDE ASSOC LLC 28,750,800 L STREET MARKETPLACE LLC 28,451,300 FIRST NATL OF NEBR INC 28,216,300 CONNECTIVITY SOLUTIONS MANUFACTURING 27,479,100 WAL-MART REAL ESTATE BUSINESS 26,213,000 ROE—NORTH PARK II LLC 25,623,300 LOZIER CORP 25,547,500 Source: Records of the Tax Control Supervisor,Office of the Douglas County Clerk 4825-4508-5191.3 B-12 n 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. 4825-4508-5191.3 B-1 1 nd. From 2010 to 2036, the highest annual payment is $15,145,579 (in 2012), the lowest is $7,301,297 (in 2034), and the average annual payment is $11,164,887. 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. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 • 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 2008 valuations, reflects the following: Maximum debt limit(3.5%of total assessed valuation) $947,719,927 General obligation bonds outstanding 545,829,194 Less balance in General Obligation Debt (13,489,713) (532,339,481) Service Fund December 31,2009 General obligation debt margin $415,380,446 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 The City has $114,446,000 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 beginning with approximately $8.6 million in 2010. 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; '4825-4508-5191.3 B-13 006-07 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. 4825-4508-5191.3 B-1 1 nd. From 2010 to 2036, the highest annual payment is $15,145,579 (in 2012), the lowest is $7,301,297 (in 2034), and the average annual payment is $11,164,887. 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. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 (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 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; and The Omaha Police Union, Local No. 1. 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. The Omaha Association of Firefighters Union have been negotiating with the City since their contract expiration in 2008. The Omaha Association of Firefighters filed for settlement with the Nebraska Commission of Industrial Relation. 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. All city employees except the following are covered by the 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 plan. • 4825-4508-5'191.3 B-14 lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 The historical and negotiated employee and City contributions rates based on an employee's compensation are as follows: Period Employee Rate City Rate 07/01/72-01/31/98 4.00% 5.20% 02/01/98-06/18/01 4.85 6.05 06/19/01-12/23/01 4.98 6.18 12/24/01-12/21/02 . 5.33 6.53 12/22/02-12/20/03 5.70 6.90 12/21/03-07/29/06 6.825 8.025 07/30/06-12/16/06 7.325 8.525 12/17/06-12/15/07 7.825 9.025 12/16/07-05/15/2010 8.325 9.525 05/16/2010-12/25/2010 8.575 10.275 12/26/2010-12/24/2011 9.325 11.025 12/25/2011-12/22/2012 10.075 11.775 Prior service credit is granted for employment with the City before January 1, 1949, and membership service credit is granted for employment thereafter. Compulsory military duty and voluntary military duty in time of war count as service. Early retirement is permitted at age 50 with five years of service, with the accrued benefit reduced 8% per year for retirement prior to age 60. For employees whose age plus service equals or exceeds 80, the 8% per year reduction is eliminated. An employee's monthly pension is equal to 2.25% of average final monthly compensation for each year of service. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4825-4508-5191.3 B-15 Union, Local No. 1. 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. The Omaha Association of Firefighters Union have been negotiating with the City since their contract expiration in 2008. The Omaha Association of Firefighters filed for settlement with the Nebraska Commission of Industrial Relation. 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. All city employees except the following are covered by the 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 plan. • 4825-4508-5'191.3 B-14 lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 • Following is a cash flow analysis of the System for the last five fiscal years: 2005 2006 2007 2008 2009 Receipts Employee Contributions $3,643,131 $3,532,487 $ 4,262,326 $4,695,162 $4,638,593 Employer Contributions 4,500,192 4,145,033 4,975,039 5,374,082 5,310,754 Investment Income 18,008,146 30,714,663 17,158,906 (74,148,690) 25,385,457 Security Lending Income 92,472 126,172 199,220 131,023 151,792 Total Receipts $26,243,941 $38,518,355 $26,595,491 ($63,948,423) $35,489,596 Disbursements Retirement Pensions $17,647,999 $21,159,087 $22,230,727 $23,359,337 $24,583,957 Death Benefits 210,338 75,698 11,524 256,610 149,633 Refunds 320,002 455,998 251,974 327,075 514,398 Other Disbursements 1,777,885 1,912,828 2,047,699 1,750,227 1,474,483 Total Disbursements 1.9,956,22 4 23,603,611 24,541,924 25,693,249 26,722,470 Excess of Receipts Over Disbursements $6,287,717 $ 14,914,744 $2,053,567 ($89 641 672)672) $8.767,126 Source:Records of Finance Department,City of Omaha. The latest actuarial study by the firm of Milliman Consultants and Actuaries was for the period ended January 1, 2009 and included an 8.0% investment rate of return assumption. Summarized below is financial information concerning the System for the last five fiscal years. 2005 2006 2007 2008 2009 System Total Assets' $277,125,867 $292,040,611 $294,094,178 $204,452,506 $213,219,632 Employee Contributions' 3,643,131 3,532,487 4,262,326 4,695,162 4,638,593 Employer Contributions' 4,500,192 4,145,033 4,975,039 5,374,082 5,310,754 Net Pension Obligation2 (8,100,275) (10,080,703) (13,910,207) (17,626,003) (25,052,987) Unfunded Actuarial 74,900,000 69,700,000 74,300,000 183,200,000 189,600,000 Accrued Liability2 'System Total Assets,Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2Complete Actuarial Valuations are performed every year, the last being for the period ended January 1, 2009. The net pension asset and unfunded accrued liability figures are taken from reports of Milliman Consultants and Actuaries and annual City audits. 4825-4508-5191.3 B-16 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. All city employees except the following are covered by the 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 plan. • 4825-4508-5'191.3 B-14 lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 The City's annual pension cost and net pension obligation to the Civilian Plan for the fiscal year ended December 31, 2009 are as follows: City of Omaha Employees' Retirement System Annual Pension Cost and Net Pension Obligation December 31,2009 Annual required contribution $12,893,331 Interest on net pension asset 1,410,080 Adjustment to annual required contribution (1,565,673) Annual pension cost 12,737,738 Contributions made (5,310,7554) Increase in net pension obligation 7,426,984 Net pension obligation,beginning of year (17,626,003) Net pension obligation,end of year $(25,052,987) Three-year trend information is as follows: Fiscal Annual Percentage Net year pension of APC pension ending cost(APC) contributed obligation 12/31/2009 $12,737,738 42% $(25,052,987) 12/31/2008 9,089,878 59 (17,626,003) 12/31/2007 8,794,543 57 (13,910,207) 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 negotiated solutions to address the Plan's Unfunded Actuarial Accrued Liability. POLICE AND FIRE RETIREMENT SYSTEM The City of Omaha Police and Fire Retirement System 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. Membership in the Uniform Plan (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 as described herein under "SOURCES OF CITY REVENUES-2010 General Fund Forecast"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 • 4825-4508-5191.3 B-17 owing are covered by the 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 plan. • 4825-4508-5'191.3 B-14 lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 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. Following is a cash flow analysis of the system for the last five fiscal years: 2005 2006 2007 2008 2009 Receipts Employee Contributions $11,558,030 $13,468,182 $14,996,443. $14,858,953 $15,630,476 Employer Contributions 16,434,609 19,020,836 20,699,211 20,373,206 21,374,008 Prior Service Contributions 1,327,600 1,327,600 1,327,000 1,327,000 1,327,600 Investment Income 39,095,219 58,197,853 28,888,051 (148,242,515) 57,038,628 Security Lending Income 85,792 84,760 150,220 448,804 174,265 $68,501,250 $92,099,231 $66,060,925 ($111,234,552) $95,544,975.27 Disbursements Retirement Pensions $31,973,122 $33,918,970 $39,653,439 $49,426,367 $52,783,686 Death Benefits 66,463 1,000 56,898 13,000 77,360 Refunds 121,520 318,739 235,811 221,824 296,230,37 Other Disbursements 3,365,627 3,574,750 3,799,517 3,103,770 2,921,538 35,526,732 37,813,459 43,745,665 52,764,961 56,078,815 Excess of Receipts $32,974,518 $54,285,772 $22,315,260 ($163,999,513) $39,466,161 Over Disbursements Source:Records of Finance Department,City of Omaha. The latest actuarial study by the firm of Milliman Consultants and Actuaries was for the period ended January 1, 2009 and included an 8.0% rate of return investment assumption. Summarized below is financial information concerning the System for the last five years. 2005 2006 2007 2008 2009 System Total Assets' $453,323,009 $507,608,781 $529,923,390 $365,923,877 $405,390,038 Employee Contributions' 11,558,030 13,468,182 14,996,211 14,858,953 15,630,476 1 Employer Contributions' 17,762,209 20,348,436 22,026,211 21,700,206 21,374,008 Net Pension Obligation2 (20,884,106) (31,630,196) (45,494,051) (61,464,670) (88,728,048) Unfunded Actuarial Accrued Liability2 $250,500,000 $293,500,000 $351,900,000 $581,700,000 $620,800,000 'System Total Assets, Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2Complete Actuarial Valuations are performed every year, the last being for the period ended January 1, 2009. The net pension asset and unfunded accrued liability figures are taken from reports of Milliman Consultants and Actuaries and annual City audits. 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 4825-4508-5191.3 B-18 t limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 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 City's annual pension cost and net pension obligation to the Uniform Plan for the year ended December 31,2009 are as follows: Police and Firemen's Retirement System Annual Pension Cost and Net Pension Obligation December 31,2009 Annual required contribution $50,507,561 Interest on net pension obligation 4,917,174 Adjustment to annual required contribution (5,459,749) Annual pension cost 49,964,986 Contributions made (22,701,608) Increase in net pension obligation 27,263,378 Net pension obligation,beginning of year (61,464,670) Net pension obligation,end of year $(88,728,048) Three-year trend information is as follows: Fiscal Annual Percentage Net year pension of APC pension ending cost(APC) contributed obligation 12/31/2009 $49,964,986 45% $(88,728,048) 12/31/2008 37,671,425 58 (61,464,670) 12/31/2007 34,563,066 60 (45,494,051) Current Developments The City addressed the Uniform Plan's unfunded liability by renegotiating the Police Union's contract with the City as described in the third paragraph of this Section. In addition, the City expects to negotiate similar concessions into their contract with the Fire Union. Based on estimates prepared by the firm Milliman Consultants and Actuaries, the Uniform Plan must increase annual contributions by $26 million to achieve solvency. Through negotiations with the Police Union, benefits decreased and contributions by both the employee and the City increased. The net result of these changes reduced the annual shortfall by approximated 50% or $13.5 million. The City is hopeful that the current negotiations with the Fire Union achieve similar results. Achieving long tern solvency through negotiations is the City's goal. 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 4825-4508-5191.3 B-19 2Complete Actuarial Valuations are performed every year, the last being for the period ended January 1, 2009. The net pension asset and unfunded accrued liability figures are taken from reports of Milliman Consultants and Actuaries and annual City audits. 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 4825-4508-5191.3 B-18 t limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 No. 45 ("GASB 45"), Accounting and Financial Reporting by Employers for Post Employment Benefits Other Than Pensions. GASB 43 was implemented by the City for fiscal year ending December 31, 2006 and GASB 45 was implemented by the City for fiscal year ending December 31, 2007. GASB 45 requires the accounting for the annual cost of OPEB and the related outstanding liability using an actuarial approach similar to pensions. The City implemented prospectively (zero net obligation at transition). • Plan Description The City provides certain postemployment health care benefits to eligible retirees and their dependents in accordance with provisions established in Chapter 23 of the Omaha Municipal Code. The plan is a single-employer defined benefit health care plan administered by the City. The plan does not issue separate financial statements. Funding Policy The contribution requirements of plan members and the City are established through labor negotiations, with the Omaha Police Union Local No. 101 (the "Police Union"), the Professional Firefighters Association of Omaha Local No. 385 (the"Firefighters 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, 2009, the City paid $18,676,059 for 1,209 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 2009 were $410,529. 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 2009 are as follows(unaudited): Percentage of Annual OPEB annual OPEB Net OPEB cost contributed Fiscal year ended: 48% $ 57,4]0,335 December 31, 2009 $ 37,662,913 Fiscal year ended: 41.0% $38,012,952 December 31, 2008 $37,600,000 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 $37,662,913 Contributions made (18,265,530) Increase in OPEB obligation 19,397,383 4825-4508-5191.3 • B-20 such amount. The City had adopted a policy whereby the 4825-4508-5191.3 B-18 t limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 Net OPEB obligation—beginning of year 38,012,952 Net OPEB obligation—end of year $57,410,335 (2). The funded status of the plan as of March 1, 2008 is as follows: Actuarial accrued liability(AAL) $388,500,000 Actuarial value of plan assets — Unfunded actuarial accrued liability(UAAL) $388,500,000 Funded ratio —% Covered payroll $155,900,000 UAAL as a percentage.of covered payroll 249% 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. CITY OF OMAHA,NEBRASKA Schedule of Funding Progress(unaudited) Year ended December 31,2009 Post-Retirement Obligations Schedule of Funding Progress and Trend Information (Dollar amounts in millions) UAL as a Actuarial Unfunded percentage Actuarial value of Actuarial AL Funded Covered of covered valuation date assets . liability(AL) (UAL) ratio payroll payroll (a) (b) (b-a) (a/b) (c) ((b-a)/(c) March 1, 2006 $ - $307,500,000 $307,500,000 -% $153,600,000 200% March 1, 2008 $ - 388,500,000 388,500,000 -% 155,900,000 249% Schedule of Employer Contributions Annual Total Percentage of required employer ARC contribution contribution contribution Fiscal year ending (a) (b) (b/c) December 31, 2007 $28,600,000 $12,707,723 44.4% 4825-4508-5191.3 B-21 l OPEB Net OPEB cost contributed Fiscal year ended: 48% $ 57,4]0,335 December 31, 2009 $ 37,662,913 Fiscal year ended: 41.0% $38,012,952 December 31, 2008 $37,600,000 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 $37,662,913 Contributions made (18,265,530) Increase in OPEB obligation 19,397,383 4825-4508-5191.3 • B-20 such amount. The City had adopted a policy whereby the 4825-4508-5191.3 B-18 t limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 December 31, 2008 37,600,000 15,892,277 40.7% December 31, 2009 37,662,913 18,265,530 48.5% Source:Finance Department,City of Omaha. 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, 2008 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 7.88% initially, reduced by decrements to an ultimate rate of 5% after five years. Both rates include a 3.25% inflation assumption. The amortization of the unfunded actuarial accrued liability is calculated assuming 30 annual payments increasing at 4% per year. The actuarial study was prepared by Milliman Consultants and Actuaries for the period ending March 1, 2008. Pursuant to the applicable accounting standards, the City must prepare an actuarial study every two years. • 4825-4508-5191.3 B-22 edule of Funding Progress and Trend Information (Dollar amounts in millions) UAL as a Actuarial Unfunded percentage Actuarial value of Actuarial AL Funded Covered of covered valuation date assets . liability(AL) (UAL) ratio payroll payroll (a) (b) (b-a) (a/b) (c) ((b-a)/(c) March 1, 2006 $ - $307,500,000 $307,500,000 -% $153,600,000 200% March 1, 2008 $ - 388,500,000 388,500,000 -% 155,900,000 249% Schedule of Employer Contributions Annual Total Percentage of required employer ARC contribution contribution contribution Fiscal year ending (a) (b) (b/c) December 31, 2007 $28,600,000 $12,707,723 44.4% 4825-4508-5191.3 B-21 l OPEB Net OPEB cost contributed Fiscal year ended: 48% $ 57,4]0,335 December 31, 2009 $ 37,662,913 Fiscal year ended: 41.0% $38,012,952 December 31, 2008 $37,600,000 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 $37,662,913 Contributions made (18,265,530) Increase in OPEB obligation 19,397,383 4825-4508-5191.3 • B-20 such amount. The City had adopted a policy whereby the 4825-4508-5191.3 B-18 t limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 APPENDIX B—CITY OF OMAHA FINANCIAL INFORMATION PART TWO Independent Auditors'Report and General Purpose Financial Statements (December 31, 2009) • • • • • 4825-4508-5191.3 5-4508-5191.3 the date shown on the cover hereof CITY OF OMAHA,NEBRASKA By Mayor 4825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING 4825-4508-5191.3 Independent Auditors'Report and General Purpose Financial Statements (December 31, 2009) • • • • • 4825-4508-5191.3 5-4508-5191.3 the date shown on the cover hereof CITY OF OMAHA,NEBRASKA By Mayor 4825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a • [THIS PAGE LEFT BLANK INTENTIONALLY.] 4825-4508-5191.3 508-5191.3 Independent Auditors'Report and General Purpose Financial Statements (December 31, 2009) • • • • • 4825-4508-5191.3 5-4508-5191.3 the date shown on the cover hereof CITY OF OMAHA,NEBRASKA By Mayor 4825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a 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. 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(c) 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. (a) 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. (b) 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. 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. 4825-4508-5191.3 B obligation and (2)the funded status of the plan: (1) Annual required contribution $37,662,913 Contributions made (18,265,530) Increase in OPEB obligation 19,397,383 4825-4508-5191.3 • B-20 such amount. The City had adopted a policy whereby the 4825-4508-5191.3 B-18 t limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 If a Material Event occurs while any Bonds are Outstanding, the City shall provide a Material Event Notice in a timely manner to the MSRB. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds. 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. 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. (c) 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, if material, with respect to the Bonds: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; • 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; 4825-4508-5191.3 C-2 Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. 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. 4825-4508-5191.3 B obligation and (2)the funded status of the plan: (1) Annual required contribution $37,662,913 Contributions made (18,265,530) Increase in OPEB obligation 19,397,383 4825-4508-5191.3 • B-20 such amount. The City had adopted a policy whereby the 4825-4508-5191.3 B-18 t limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 7. Modifications to rights of Bondholders; 8. Bond calls; 9. Defeasances; 10. Release, substitution or sale of property securing repayment of the Bonds; and 11. Rating changes. (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. (d) 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. (e) 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: (i) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the obligated person or type of business conducted; (ii) This Section 11, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into • 4825-4508-5191.3 C-3 standing to the MSRB. 4825-4508-5191.3 B obligation and (2)the funded status of the plan: (1) Annual required contribution $37,662,913 Contributions made (18,265,530) Increase in OPEB obligation 19,397,383 4825-4508-5191.3 • B-20 such amount. The City had adopted a policy whereby the 4825-4508-5191.3 B-18 t limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 account any amendments or interpretations of the Rule, as well as any change in circumstances; (iii) 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 the Ordinance at the time of the amendment; and (iv) 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. • 4825-4508-5191.3 C-4 cial 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. (e) 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: (i) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the obligated person or type of business conducted; (ii) This Section 11, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into • 4825-4508-5191.3 C-3 standing to the MSRB. 4825-4508-5191.3 B obligation and (2)the funded status of the plan: (1) Annual required contribution $37,662,913 Contributions made (18,265,530) Increase in OPEB obligation 19,397,383 4825-4508-5191.3 • B-20 such amount. The City had adopted a policy whereby the 4825-4508-5191.3 B-18 t limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 APPENDIX D FORM OF OPINION OF BOND COUNSEL 4825-4508-5191.3 8-5191.3 Independent Auditors'Report and General Purpose Financial Statements (December 31, 2009) • • • • • 4825-4508-5191.3 5-4508-5191.3 the date shown on the cover hereof CITY OF OMAHA,NEBRASKA By Mayor 4825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a • [THIS PAGE LEFT BLANK INTENTIONALLY.] • 4825-4508-5191.3 Independent Auditors'Report and General Purpose Financial Statements (December 31, 2009) • • • • • 4825-4508-5191.3 5-4508-5191.3 the date shown on the cover hereof CITY OF OMAHA,NEBRASKA By Mayor 4825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a APPENDIX D FORM OF OPINION OF BOND COUNSEL [Letterhead of;Kutak Rock LLP] November , 2010 City Council of the City of Omaha,Nebraska Omaha/Douglas Civic Center 1819 Farnam Street Omaha,NE 68183 $ City of Omaha,Nebraska General Obligation Refunding Bonds Series of 2010 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 General Obligation Refunding Bonds, Series of 2010 (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 June 1 and December 1 of each year, commencing June 1, 2011, at the rates per annum set forth in the schedule below. The Bonds mature serially in numerical order on December 1, in each of the years and in the principal amounts as follows: • Maturity Date Principal Interest Maturity Date Principal Interest (December 1) Amount Rate (December 1) Amount Rate 2011 2021 2012 2022 2013 2023 2014 2024 2015 2025 2016 2026 2017 2027 2018 2028 2019 2029 2020 2030 4825-4508-5191.3 etroactively 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. (e) 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: (i) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the obligated person or type of business conducted; (ii) This Section 11, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into • 4825-4508-5191.3 C-3 standing to the MSRB. 4825-4508-5191.3 B obligation and (2)the funded status of the plan: (1) Annual required contribution $37,662,913 Contributions made (18,265,530) Increase in OPEB obligation 19,397,383 4825-4508-5191.3 • B-20 such amount. The City had adopted a policy whereby the 4825-4508-5191.3 B-18 t limit. • 4825-4508-5191.3 B-9 v, 7 7 00 01 1- CO N r v, en 00 v, 00 N N A C C = 7 v, 1- - O v, O Cr,. 00 00 O O N v, v, Q\ ,-. N o0 7 N N rn oo ,O M Cr, t` vi vi M oo N N N N [,] y 0 F■ .c ^' v, v, v, v, 7 7 7 7 7 en en en en en en N N N - en O,O p = f�j 69 ^ 0 `° ' co °°O U = 0, O O O v, O O M 00 en en v, 00 e O O O O O O 7 vi 0 ,1-4 O C h M O, en ,O N - O1 7 7 0 N ,O 00 r N N N ' O v, 0 0, 0, 00 - O v, - M M 00 t- v, en v, V \D 00 C 1- O, 0, N 0 W C +�, d C L. - O O ,O N N M N ,D M 00 N M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 The Bonds maturing December 1, 2021 and thereafter are subject to redemption at the option of the City of Omaha at any time on or after December 1, 2020, upon the terms and at the prices set forth therein. The Bonds recite that they are issued by the City of Omaha to provide for payment of the costs of refunding certain outstanding general obligation 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 is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation's adjusted current earnings(which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Bonds. 4825-4508-5191.3 D-2 M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 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] • • 4825-4508-5191.3 D-3 825-4508-5191.3 17 • 2,945,000 2016 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a APPENDIX E SCHEDULE OF PRIOR BONDS Douglas County Sanitary and Improvement District No.406(Vanderbilt Apartments) General Obligation Bonds,Series 2007 Dated December 1,2007 Maturity December 1 Amount Interest Rate CUSIP 2013 $60,000 6.25% 2014 60,000 6.25 2015 60,000 6.25 2016 60,000 6.25 2017 60,000 6.25 2018 60,000 • 6.25 2019 60,000 6.25 2020 60,000 6.25 Douglas County Sanitary and Improvement District No.449(West Pointe) General Obligation Bonds,Series 2007 • Dated February 15,2007 • Maturity November 15 Amount Interest Rate CUS1P • • 2012 $90,000 4.25% 25930D AF0 Douglas County Sanitary and Improvement District No.459(Legacy) General Obligation Bonds Series 2007 Dated October 1,2007 • Maturity October 1 Amount Interest Rate CUSIP • 2014 $130,000 4.70% 259264 BC2 2015 135,000 4.80 259264 BDO 2016 135,000 4.85 259264 BE8 2017 • • 130,000 4.90 259264 BF5 • 2018 140,000 5.00 259264 BG3 2019 135,000 5.05 259264 BH 1 • 2020 140,000 • . 5.10 259264 BJ7 . 2021 150,000 5.15 259264 BK4 2022 160,000 5.20 259264 BL2 2023 165,000 5.25 259264 BMO 2024 175,000 5.30 • 259264 BN8 2025 230,000 5.30 259264.BP3 2026 220,000 5.35 259264 BQl 2027 900,000 5.35 • 259264 BR9 • • • • • 4825-4508-5191.3 n,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 is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation's adjusted current earnings(which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Bonds. 4825-4508-5191.3 D-2 M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 Douglas County Sanitary and Improvement District No.461 (Fire Ridge) General Obligation Bonds Series 2006 Dated November 1,2006 Maturity November 1 Amount Interest Rate CUSIP 2012 $20,000 4.35% 25929L AF5 2013 25,000 4.40 25929L AG3 2014 30,000 4.45 25929L AH 1 2015 35,000 4.50 25929L AJ7 2016 35,000 4.55 25929L AK4 2017 40,000 4.60 25929L AL2 2018 40,000 4.65 25929L AM0 2019 45,000 4.70 25929L AN8 2020 45,000 4.75 25929L AP3 2021 50,000 4.80 25929L AQ1 2022 50,000 4.85 25929L AR9 2023 50,000 4.90 25929L AS7 2024 55,000 4.95 25929L AT5 2025 55,000 5.00 25929L AU2 2026 350,000 5.00 25929L AV0 Douglas County Sanitary and Improvement District No.470(Whispering Ridge) General Obligation Bonds,Series 2006 • Dated October 1,2006 Maturity October 1 Amount Interest Rate CUSIP 2024 $75,000 4.95% 25929V AT3 2025 400,000 5.00 25929V AUO 2026 425,000 5.00 25929V AV8 2027 450,000 5.05 25929V AW6 2028 500,000 5.05 25929V AX4 2029 525,000 5.10 25929V AY2 2030 550,000 5.10 25929V AZ9 2031 600,000 5.15 25929V BA3 Douglas County Sanitary and Improvement District No.498(Pacific Pointe) General Obligation Bonds Series 2006 Dated November 15,2006 Maturity November 15 Amount Interest Rate CUSIP 2012 $100,000 4.30% 25929N AF1 2013 105,000 4.35 25929N AG9 . 2014 110,000 4.40 25929N AH7 . 2015 110,000 4.45 25929N AJ3 2016 115,000 4.50 25929N AK0 2017 125,000 4.55 25929N AL8 2018 130,000 4.60 25929N AM6 2019 135,000 4.65 25929N AN4 2020 140,000 4.70 25929N AP9 2021 145,000 4.75 25929N AQ7 2022 155,000 4.80 25929N AR5 2023 160,000 4.85 25929N AS3 2024 170,000 4.90 25929N ATI 2025 180,000 4.95 25929N AU8 2026 185,000 5.00 25929N AV6 4825-4508-5191.3 E-2 in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation's adjusted current earnings(which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Bonds. 4825-4508-5191.3 D-2 M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 City of Omaha,Nebraska General Obligation Refunding Bonds,Series of 2000 Dated December 1,2000 Maturity ' December 1 Amount Interest Rate CUSIP 2011 $1,960,000 4.60% 681712 LD5 2012 1,890,000 5.75 681712 LE3 2013 1,085,000 5.75 681712 LFO 2014 840,000 5.75 681712 LG8 2015 440,000 5.75 681712 LH6 2016 275,000 5.75 681712 LJ2 2017 705,000 5.75 681712 LK9 City of Omaha,Nebraska Various Purpose Bonds,Series of 2001 Dated November 15,2001 • Maturity November 15 Amount Interest Rate CUSIP 2012 $1,050,000 4.00% 681712 LZ6 2013 1,050,000 4.00 681712 MAO 2014 1,050,000 4.20 681712 MB8 2015 1,050,000 4.30 681712 MC6 2016 1,050,000 4.40 681712 MD4 2017 1,050,000 4.50 681712 ME2 • 2018 1,050,000 4.55 681712 MF9 2019 1,050,000 4.60 681712 MG7 • 2020 1,050,000 4.70 681712 MH5 1 2021 1,050,000 4.75 681712 MJ1 City of Omaha,Nebraska Various Purpose Bonds,Series of 2003 Dated March 1,2003 1 Maturity May l Amount Interest Rate CUSIP 2014 $840,000 3.65% 681712 MZ5 2015 840,000 3.75 681712 NA9 2016 840,000 3.85 681712 NB7 2017 840,000 4.00 681712 NC5 2018 840,000 4.05 681712 ND3 2019 840,000 4.15 681712 NE1 2020 840,000 4.25 681712 NF8 2021 840,000 4.35 681712 NG6 2022 840,000 5.00 4825-4508-5191.3 E-3 4.45 25929N AJ3 2016 115,000 4.50 25929N AK0 2017 125,000 4.55 25929N AL8 2018 130,000 4.60 25929N AM6 2019 135,000 4.65 25929N AN4 2020 140,000 4.70 25929N AP9 2021 145,000 4.75 25929N AQ7 2022 155,000 4.80 25929N AR5 2023 160,000 4.85 25929N AS3 2024 170,000 4.90 25929N ATI 2025 180,000 4.95 25929N AU8 2026 185,000 5.00 25929N AV6 4825-4508-5191.3 E-2 in the calculation of a corporation's earnings and profits under Subchapter C of the Code) and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation's adjusted current earnings(which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Bonds. 4825-4508-5191.3 D-2 M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 KUTAK ROCK LLP BOND PURCHASE AGREEMENT DRAFT 10/16/10 October_, 2010 City of Omaha,Nebraska General Obligation Refunding Bonds Series of 2010 The City of Omaha 1819 Farnam Street Omaha,NE 68183 Dear Mayor Suttle and Councilmembers: The undersigned (the "Underwriter") hereby offers to enter into this Bond Purchase Agreement with the City of Omaha, Nebraska (the "City"), which, upon the acceptance of this offer, will be binding upon the City and upon the Underwriter. This offer is made subject to the City's acceptance by a duly adopted resolution for the above-captioned bond issue, 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$ aggregate principal amount of City of Omaha, Nebraska General Obligation Refunding Bonds, Series of 2010 (the "Bonds"), which Bonds are dated November _, 2010, 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. passed on October _, 2010 (the "Ordinance") for the purpose of the current or advance refunding of certain outstanding indebtedness of the City, 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") (collectively, the "Refunded Bonds") which outstanding indebtedness constitutes a general. obligation of the City. 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 within the limitations set forth on Schedule A attached hereto. In the sole discretion of the Underwriter, but only after consulting with the City, the offering by the Underwriter may be a bona fide public offering or may be an offering limited to selected institutional investors. In the event of a bona 4826-7551-1815.2 r C of the Code) and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation's adjusted current earnings(which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Bonds. 4825-4508-5191.3 D-2 M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 fidepublic offering, the Bonds maybe offered and sold to certain dealers (includingthe g� 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 October _, 2010, which shall include authorization for execution and delivery of this Bond Purchase Agreement, together with such reasonable number of certified copies of the Resolution as the undersigned shall request; (iii) an executed counterpart of the Escrow and Agency Agreement (the "Escrow Agreement") dated as of November 1, 2010 between the City and First National Bank of Omaha, as Escrow Agent; and 4826-7551-1815.2 2 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. 4825-4508-5191.3 D-2 M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 (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 October _, 2010 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 (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 October_, 2010 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 by the execution thereof by the Mayor of the City. Additionally, the City hereby authorizes the Underwriter to use and distribute all other documents, certificates and statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the issuance and sale of the Bonds. (iii) The Underwriter shall give notice to the City on the date, if earlier than 25 days after the Closing, after which the Underwriter is no longer obligated to deliver Final Official Statements pursuant to paragraph(b)(4) of the Rule. (iv) Prior to the earlier of (i)receipt of notice from the Underwriter pursuant to Section 4(b)(iii) hereof that Final Official Statements are no longer required under the Rule or (ii) 25 days after the Closing, the City shall provide the Underwriter with such information regarding its current financial condition and ongoing operations as the City shall deem material and such other information concerning the City as the Underwriter may reasonably request. (v) If, at any time prior to the earlier of (1) receipt of notice from the Underwriter pursuant to Section 4(b)(iii) hereof that Final Official Statements are no longer required to be delivered under the Rule or (2) 25 days after the Closing, any event occurs, of which the City has knowledge, which might or would cause the information in the Preliminary Official Statement or the Final Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the City shall notify the Underwriter, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Final Official Statement, the City shall amend or supplement the Preliminary Official Statement or the Final Official Statement in a form and in a 4826-7551-1815.2 3 4826-7551-1815.2 2 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. 4825-4508-5191.3 D-2 M 7 O - - O O_ 00 0 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 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 November , 2010, or on such business day not later than December 31, 2010 as shall have been mutually agreed upon by the Finance Director of the City and the Underwriter(the "Closing Time"), the City will deliver to the Underwriter the Bonds in definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 • • 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 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 4826-7551-1815.2 5 definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 • 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 our opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in the Official Statement, as originally circulated, or has the effect that the Official Statement, as originally circulated, contains an untrue, incorrect or misleading statement of a material fact • or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made,not misleading; (v) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (vi) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds, or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; 4826-7551-1815.2 6 sury Department of the United States or the Internal 4826-7551-1815.2 5 definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 (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 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, 4826-7551-1815.2 7 erwriter; 4826-7551-1815.2 6 sury Department of the United States or the Internal 4826-7551-1815.2 5 definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 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 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 4826-7551-1815.2 8 Internal 4826-7551-1815.2 5 definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 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 102" Court, Omaha, Nebraska 68114, Attention: Daniel J. Smith. • [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] • 4826-7551-1815.2 9 If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 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 4826-7551-1815.2 8 Internal 4826-7551-1815.2 5 definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 • 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 Senior Vice President Accepted as of the date first above written: CITY OF OMAHA,NEBRASKA By Mayor Attest: City Clerk (Seal) 4826-7551-1815.2 10 2,745,000 • 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a , SCHEDULE A City of Omaha,Nebraska General Obligation Refunding Bonds Series 2010 Maturity Schedule Maturity Principal Interest Price or (December 1) Amount Rate Yield 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 4826-7551-1815.2 2,345,000 2020 2,315,000 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 (No Accrued Interest) Preliminary;subject to change 4825-4508-5191.3 - oinoa a • 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 14 of that certain Ordinance No duly passed by the City Council on October 19, 2010 (the "Ordinance"), does hereby determine to issue the bonds authorized by the Ordinance to be designated as the City's General Obligation Refunding Bonds, Series of 2010 (the "Bonds") to be dated and delivered November 10, 2010, in the original aggregate principal amount of $ 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: Maturity Principal Interest (December 1) Amount Rate Price 2011 $2,470,000 2012 3,605,000 2013 2,755,000 2014 3,380,000 2015 2,945,000 2016 2,745,000 2017 3,105,000 2018 2,390,000 2019 2,345,000 2020 2,315,000 . 2021 2,235,000 2022 1,235,000 2023 455,000 2024 540,000 2025 905,000 2026 1,185,000 2027 1,325,000 2028 510,000 2029 530,000 2030 550,000 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 June 1 and December 1 of each year, commencing June 1,2011. • The Bonds maturing December 1, 2021 and thereafter are subject to redemption at the option of the City at any time on or after December 1, 2020, 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. 4826-7551-1815.2 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 102" Court, Omaha, Nebraska 68114, Attention: Daniel J. Smith. • [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] • 4826-7551-1815.2 9 If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 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 4826-7551-1815.2 8 Internal 4826-7551-1815.2 5 definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 a . 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 October 26, 2010, 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: Redemption Date Maturity and Amount Dates of Outstanding Price(expressed as a Issue Outstanding Bonds Called for Refunded percentage of Date (10/1/10) Redemption Amount Principal amount) City of Omaha General Obligation 12/1/00 $9,055,000 12/1/11-12/1/17 $7,195,000 12/1/10 @101% Refunding Bonds Series of 2000 Various Purpose Bonds 11/15/01 12,600,000 11/15/12-11/15/21 $10,500,000 11/15/11 @102% Series of 2001 Various Purpose Bonds 3/1/03 10,085,000 5/1/14-5/1/22 $7,560,000 5/1/13@100% Series of 2003 Douglas County Sanitary and Improvement District 406(Series 2007) 12/1/07 660,000 12/1/13-12/1/20 480,000 12/1/12@100% 449(Series 2007) 2/15/07 255,000 11/15/12 90,000 11/15/11@100% 459(Series 2007) 10/1/07 3,340,000 10/1/14-10/1/27 2,945,000 10/1/12@100% 461 (Series 2006) 11/1/06 945,000 11/1/12-11/1/26 925,000 11/1/11@100% 470(Series 2006) 10/1/06 3,545,000 10/1/24-10/1/31 3,525,000 10/1/11@100% 498(Series 2006) 11/15/06 2,250,000 11/15/12-11/15/26 2,065,000 11/15/11@100%a • 4826-7551-1815.2 A-2 ermined 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. 4826-7551-1815.2 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 102" Court, Omaha, Nebraska 68114, Attention: Daniel J. Smith. • [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] • 4826-7551-1815.2 9 If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 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 4826-7551-1815.2 8 Internal 4826-7551-1815.2 5 definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 1 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 has been advised by the Finance Department of the City of Omaha that it is necessary and in the best interests of the City, in order to realize interest cost savings .by the refunding of numerous issues of the City's outstanding bonded indebtedness, that general obligation refunding bonds be authorized to be issued and sold by private, negotiated sale, and that the City issue said bonds as General Obligation Refunding Bonds, Series of 2010 in the aggregate principal amount of not to exceed Forty Five Million Dollars ($45,000,000) (the "Bonds"); and, WHEREAS, to enable the prospective underwriter of said Bonds to comply with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, it is necessary for the City of Omaha to provide said prospective underwriter with an official statement which (except for certain omissions permitted by said Rule 15c2-12) the City deems final as of its date; 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 of said Bonds; and WHEREAS, the City Council desires to approve the form and substance of a Bond Purchase Agreement (as hereinafter defined and attached hereto as Exhibit B) with respect to the Bonds and authorize its execution and delivery. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, the Preliminary Official Statement to be dated October 19, 2010 (or such later date as the Finance Director shall approve) pertaining to the issuance and sale of the Bonds in Exhibit A attached hereto and by this reference made a part hereof as fully as if set forth herein is hereby approved in substantially the form attached hereto, the Preliminary Official Statement is hereby deemed final as of its date, within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (except for certain omissions permitted by said Rule 15c2-12), the delivery of the aforesaid Preliminary Official Statement on behalf of the City of Omaha by the Finance Director is hereby confirmed, ratified, authorized and approved, and By Councilmember Adopted City Clerk Approved Mayor TIONALLY LEFT BLANK.] • 4826-7551-1815.2 9 If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 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 4826-7551-1815.2 8 Internal 4826-7551-1815.2 5 definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 1 C-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebraska PAGE2 the distribution of the Preliminary Official Statement by the prospective underwriter of the Bonds is hereby confirmed, ratified, authorized and approved; and • 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 0.70% of the aggregate principal amount of the Bonds, to be dated the sale date of the Bonds which will be accompanied by a deposit in the amount of 1% of the aggregate principal amount of the Bonds sold pursuant to the Bond Purchase Agreement which is the good-faith deposit with respect to the purchase of the Bonds by 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. APPRO TO ORM: /6 /lr l0 CIT ORNEY DATE P:/FIN/vg11012 r ti By - ,Councilmember Adopted 0 T 1 9 2011 -0 Clerk 0 Approved... Mayor is hereby approved in substantially the form attached hereto, the Preliminary Official Statement is hereby deemed final as of its date, within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (except for certain omissions permitted by said Rule 15c2-12), the delivery of the aforesaid Preliminary Official Statement on behalf of the City of Omaha by the Finance Director is hereby confirmed, ratified, authorized and approved, and By Councilmember Adopted City Clerk Approved Mayor TIONALLY LEFT BLANK.] • 4826-7551-1815.2 9 If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 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 4826-7551-1815.2 8 Internal 4826-7551-1815.2 5 definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7 • .b r+ u) °. '+ r+ ,� a •d o• a. .-• o h7 a °- p trio 5 va pzi CD h CD 7 )71 ' rw - P CD CD CD a N • cn y o O � rt.. „. p d o a- N o • c 1.0 -41 • -� .D gCD CD a �. Y ° CI CD o p, o a. (-,• ' a. 'G .. n cD cD 0 o °P‘ O cD a. D a- 0 Z O CD c�D (7 w `� CD w• d v) -n 5' a �` P ca -4• a•• O . CD co co cl- � °, CND O. m " < "nr . N p, 1 �"•, `� $ '+ N i (� a\ < w p N a CD N • (��D �-+ cn a 1 J 0 _ , �., `� q 6• a' a. Ca `< w as 6 O �- t rt y N .+ pa, CD n Cr y, " CD -° .1 0 CD 7/CD = � cr ca C .�� cD .� ° O O k N N N .Y Vn a. r • a • '. .4: + i l � - V ' - r. • .� - '' ' (v - J • I mprinted thereon and attested by the City Clerk, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be approved by the officers of the City executing the same pursuant to this Section. The execution and delivery of such Bond Purchase Agreement for and on behalf of the City Council by such officers is conclusive evidence of the approval of such officers of any such changes, insertions, omissions or filling-in of blanks. APPRO TO ORM: /6 /lr l0 CIT ORNEY DATE P:/FIN/vg11012 r ti By - ,Councilmember Adopted 0 T 1 9 2011 -0 Clerk 0 Approved... Mayor is hereby approved in substantially the form attached hereto, the Preliminary Official Statement is hereby deemed final as of its date, within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (except for certain omissions permitted by said Rule 15c2-12), the delivery of the aforesaid Preliminary Official Statement on behalf of the City of Omaha by the Finance Director is hereby confirmed, ratified, authorized and approved, and By Councilmember Adopted City Clerk Approved Mayor TIONALLY LEFT BLANK.] • 4826-7551-1815.2 9 If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 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 4826-7551-1815.2 8 Internal 4826-7551-1815.2 5 definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by 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. • 4826-7551-1815.2 4 ,D .0 '0 n• O Cr, en en 7 vt N 7 N 7 7 � O I O o0 v, N en - O en ,O y f-" .y. C •.V O 7 ,O t- r- M 00 h 00 O 0, 00 t-- v, 1- N- 7 .el ,O ,O ,0 el. 0) L• O 7 C C ",1 M 7 M V M M M M N N N - - - - O 0 G0) vn 0 v 1. •p 10 C = C4 a = w O OS ,- a G1 N *�- 1 V 0. ',4 In E:-.) • '> yL T N 00 - 00 0 - en CD O\ oo 00 N N CO .� O O O rn Q. d et y t� N- 00 l� 00 N 7 O 7 7 00 en N O, �' 7 M v, © M t0 M 7 t� O an t� N M 1-- M ,O ,D 0 0 t� ,D O, O 00 0, O, O .L U, 0 Q d d N 0, N O, 0 ,NO 000 vN, M .- M en ten- Cr, 00 O 00 O, 00 0 OM o E +' •>> FQ.' O, en 7 00 00 co O, 00 0, t-- v, '0 N- O, '0 O 7 r 00 ,O ,O O S-. 0 CC 7 vi r- ,O M - O ,D Cr' N O 00 ,0 M D\ ,O 7 N - N W I .6) F•y..© Oro v, N h v, v., v, 7 7 7 7 en en en en N N N 00 0 69 -0 O U 0 'O O In O 0) ) C o O -0 •0 N CC tO 1- 0- -,-, w•ON cC 2 - O 2 wo en C �". I. 00 I. O., C 1 U, u C O - N en 7 tel ,O r 00 O, 0 - N en 7 � ,O N- 00 Cr, O - Q 3 v, :� N N N N N N N N N N en en an w CO E co 0 co 0 0 0 co co 0 0 co 0 0 0 co 0 o O o 0 0 o G y 0 o y N N N N N N N N N N N N N N N N N N N N N N p, .0 p 0 ` 3 - N c<C 7