RES 2009-1372 - Sanitary Sewerage System Revenue Bonds Series 2009 - otAAHA,4.4.
ot a�``,f�,a�� Finance Department
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�TED FEBRVr r' . ,kr t. Pam Spaccarotella
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City of Omaha F, 4 A �. , Director
Jim Suttle,Mayor N t C R SAP,
Allen.Herink
• . City Comptroller
Honorable President
and Members of the City Council,
The City of Omaha is authorized to issue not to exceed $31,000,000 for Sanitary Sewerage
System Revenue Bonds, Series 2009, pursuant to Ordinance No.37507 duly enacted on October
24, 2006. as supplemented by Ordinance No. 38656, duly enacted on November 10, 2009 for the
purpose of providing funds, together with other available moneys, to finance the cost of
acquisition, construction, improving and equipping of capital improvements for the City's
sanitary sewerage system: The City Council desires to designate the aggregate principal amount.
of the Bonds, to issue the Bonds as a single series, to fix the years and amounts in which the
Bonds will mature, to award the Bonds, to specify the interest rate of each such. Bond, to specify
"BuildBonds"
the redemption provisions of the Bonds, to designate the Bonds as Americafor
federal income tax purposes, to direct that the Bonds be delivered or upon the order of t1-1:
underwriter thereof upon payment of the purchase price and to make other necessary
determination as hereinafter set forth.
Submitted for your approval is a Bond Purchase Agreement which authorizes its execution and
deliver;', attached as Exhibit "A" and ratifies the distribution of the Preliminary Official
Statement, approves the Official Statement and is attached as Exhibit ``B". This resolution also
authorizes the Mayor to execute and deliver the Official Statement on behalf of the City of
Omaha.
We urge your favorable consideration of this resolution.
Respectfully. submitted, Referred to City Council for Consideration,:
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Exhibit A
BOND PURCHASE AGREEMENT
November 24, 2009
The City of Omaha
1819 Farnam Street
Omaha,NE 68183
$29,975,000
City of Omaha,Nebraska
Sanitary Sewerage System Revenue Bonds
Taxable Series of 2009B
(Build America Bonds—Direct Payment)
("2009B Bonds")
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 with respect to the two above-captioned series of
bonds, the execution of this Bond Purchase Agreement (the "Agreement") and its delivery to the
Underwriter on the date first above written, and the effectiveness of the Ordinance (hereinafter
defined).
1. Upon the terms and conditions and upon the basis of the representations and
warranties hereinafter set forth or referred to, the Underwriter hereby agrees to purchase from the
City for offering to prospective investors, and the City hereby agrees to sell to the Underwriter
for such purpose, all (but not less than all) of$29,975,000 aggregate principal amount of City of
Omaha, Nebraska Sanitary Sewerage System Revenue Bonds, Taxable Series of 2009B (Build
America Bonds—Direct Payment) (the "Bonds"), which Bonds are dated their date of delivery.
The purchase price for the Bonds on the date of payment and delivery (the "Closing") of the
Bonds shall be $29,750,187.50 (par minus an Underwriter's discount of$224,812.50) plus $-0-
of accrued interest. (The City is not offering the series referred to in the hereinafter-defined
Ordinance as the "Series 2009A Bonds.")
2. The Bonds shall be as described in, and shall be issued pursuant to, Ordinance
No. 37507 of the City passed on October 24, 2006, as supplemented by Ordinance No. 38565 of
the City passed on November 10, 2009 (collectively, the "Ordinance"), for the purpose of
acquisition, construction, improving and equipping of certain capital improvements for the City's
sanitary sewerage system.
3. 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
Finance Director
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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
fide public offering, the Bonds may be offered and sold to certain dealers (including the
Underwriter and other dealers depositing such Bonds into investment trusts) at prices lower than
such initial public offering prices.
4. Delivered to the City herewith is a corporate check payable to the order of the
City for $299,750.00. The City agrees to hold said check uncashed 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, such check
shall be returned to the Underwriter. In the event the City does not accept this offer, such check
shall be immediately returned to the Underwriter. 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 check referred to in this paragraph 3 shall be returned immediately to
the Underwriter by the City, 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, such check shall be cashed and the proceeds
thereof shall be retained by the City as and for full liquidated damages for such failure and for
any and all defaults hereunder on the part of the Underwriter, and the cashing of such check shall
constitute a full release and discharge of all claims and damages for such failure and for any and
all such defaults.
5.(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 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) together with such reasonable number of certified copies of the
Ordinance as the undersigned shall request; and
(ii) a certified copy of Resolution No. 1372 (the "Resolution") adopted by the
City Council of the City on November 24, 2009, which shall include authorization for
execution and delivery of this Bond Purchase Agreement and of the Final Official
Statement (hereinafter defined), together with such reasonable number of certified copies
of the Resolution as the undersigned shall request.
It is understood that the Underwriter may not waive receipt of the ongoing disclosure
Undertaking referred to in clause (i).
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(b) (i) the City agrees to deliver to the Underwriter, at such address as the Underwriter
shall specify, as many copies of the Official Statement dated November 24, 2009 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 Rule G-32 and all other
applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such
Final Official Statements within seven business days after the execution hereof or on such earlier
date as is necessary so that any confirmation that requests payment from a customer of the
Underwriter may include a copy of the Final Official Statement.
(ii) The City hereby authorizes, approves and deems final the Preliminary Official
Statement dated November 10, 2009 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 after which no
participating underwriter, as such term is defined in the Rule, remains 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) 90 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) 90 days after the Closing, any event occurs, of which the City has
knowledge, which might or would cause the information in the Preliminary Official Statement or
the Final Official Statement, as then supplemented or amended, to contain an untrue statement of
a material fact or to omit to state a material fact required to be stated therein or necessary to
make such information therein, in the light of the circumstances under which it was presented,
not misleading, the City shall notify the Underwriter, .and, if in the opinion of the Underwriter
such event requires the preparation and publication of a supplement or amendment to the
Preliminary Official Statement or the Final Official Statement, the City shall amend or
supplement the Preliminary Official Statement or the Final Official Statement in a form and in a
manner approved by the Underwriter, provided all expenses thereby incurred shall be paid by the
City. Any information supplied by the City for inclusion in any amendments or supplements to
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 ?elating to the City
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necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
6.(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 D to the Preliminary Official Statement and Final Official
Statement contains the Undertaking into which the City will enter pursuant to the Ordinance;
(iii) both at the time of the City's acceptance hereof and at the time of the Closing, the City is
and will be duly existing as a municipal corporation and a body corporate and politic of the State
of Nebraska with full legal right, power and authority to issue the Bonds, apply the proceeds
thereof and perform its obligations as set forth in the Ordinance; (iv) from the time of the City's
acceptance hereof through the date of the Closing, the City will not have incurred any material
liabilities, direct or contingent, or entered into any material transaction, in either case other than
in the ordinary course of its business, and there shall not have been any material adverse change
in the financial condition of the City other than changes in the ordinary course of business in
each such case, except as contemplated by the Official Statement; (v) the passage of the
Ordinance and the execution and delivery of this Agreement and the Bonds and compliance with
the provisions thereof will not conflict with or constitute a breach of or a default under any law,
administrative regulation, court decree, resolution or agreement to which the City is subject; and
(vi) except as otherwise stated in the Official Statement, the City is in full compliance with each
and every ongoing disclosure undertaking previously entered into by it pursuant to
Section (b)(5)(i) of the Rule.
(b) The Underwriter represents and warrants to the City that the material in the
Preliminary Official Statement under the caption "UNDERWRITING" is true and correct in all
material respects and does not omit any information that is necessary to make the statements
contained therein not misleading in any material respect.
7. At 10:00 a.m., Omaha time, on December 10, 2009, or on such later business day
as shall have been mutually agreed upon by the Finance Director of the City and the Underwriter
(the "Closing Time"), the City will deliver to the Underwriter the Bonds in definitive form
(unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither the
printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon
shall constitute cause to refuse delivery of any Bond), duly executed, together with the other
documents hereinafter mentioned; and the Underwriter, will accept such delivery and pay the
purchase price of the Bonds, as set forth in paragraph 1 hereof, by wiring immediately available
federal funds or by delivering a certified or bank cashier's check payable to the order of the City
in immediately available funds which equal the purchase price. The Bonds shall be available for
examination and packaging by the Underwriter on the day prior to the Closing.
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
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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.
8. The obligations of the Underwriter hereunder are subject to the accuracy in all
material respects of the representations and warranties of the City contained herein as of the date
hereof and the date of the Closing and to the following additional conditions:
(a) At the time of the Closing, (i)the Ordinance (including the Undertaking)
shall be in full force and effect and shall not have been amended, modified or
supplemented since the date hereof except as may have been agreed to in writing by the
Underwriter, and the City shall have duly adopted and there shall be in full force and
effect such additional ordinances and resolutions as shall, in the opinion of Kutak Rock
LLP, Bond Counsel to the City, be necessary in connection with the transactions
contemplated hereby, and (ii)the City shall perform or have performed all of its
obligations required under or specified in this Agreement and the Ordinance to be
performed at, simultaneously with or prior to the Closing. The Official Statement and the
Ordinance shall be in full force and effect in the forms heretofore approved by the
Underwriter, with only such changes therein as the Underwriter and the City shall have
mutually agreed upon, and shall not have been amended without the consent of the
Underwriter.
(b) The Bonds shall have been duly authorized, executed and authenticated in
accordance with the provisions of the Ordinance.
(c) The Underwriter shall have the right to cancel its obligations hereunder to
purchase the Bonds by notifying the City, in writing or by telegram, of its election to do
so subsequent to the date hereof and at or prior to the Closing if:
(i) a decision with respect to legislation shall be reached by a
committee of the House of Representatives or the Senate of the Congress of the
United States or legislation shall be favorably reported by such a committee or be
introduced, by amendment or otherwise, in, or be enacted by, the House of
Representatives or the Senate, or be recommended to the Congress of the
United States for passage by the President of the United States, or a decision by a
court established under Article III of the Constitution of the United States, or a
decision by the Tax Court of the United States, shall be rendered or a ruling,
regulation or order of the Treasury Department of the United States or the Internal
Revenue Service shall be made or proposed having the purpose or effect of
imposing federal income taxation, or any other event shall have occurred which
results in the imposition of federal income taxation, upon revenues or other
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;
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by delivering a certified or bank cashier's check payable to the order of the City
in immediately available funds which equal the purchase price. The Bonds shall be available for
examination and packaging by the Underwriter on the day prior to the Closing.
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
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(ii) any legislation, ordinance, rule or regulation shall be introduced in,
or be enacted by, any governmental body, department or agency in the State of
Nebraska, or a decision by any court of competent jurisdiction within the State of
Nebraska shall be rendered which, in the Underwriter's opinion, materially
adversely affects the market price of the Bonds;
(iii) legislation shall be introduced, by amendment or otherwise, in, or
be enacted by the House of Representatives or the Senate of the Congress of the
United States, or a decision by a court of the United States shall be rendered, or a ,
stop order, ruling, regulation or official statement by, or on behalf of, the
Securities and Exchange Commission or other governmental agency having
jurisdiction over the subject matter shall be made or proposed, to the effect that
the issuance, offering or sale of obligations of the general character of the Bonds,
or the Bonds as contemplated hereby or by the Official Statement, is or would be
in violation of any provision of the Securities Act of 1933, as amended and as
then in effect, or the Securities Exchange Act of 1934, as amended and as then in
effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or
with the purpose or effect of otherwise prohibiting the issuance, offering or sale of
obligations of the general character of the Bonds, or the Bonds as contemplated
hereby or by the Official Statement;
(iv) any event shall have occurred, or information become known,
which, in the Underwriter's opinion, makes untrue, incorrect or misleading in any
material respect any statement or information contained in the Official Statement,
as originally circulated, or has the effect that the Official Statement, as originally
circulated, contains an untrue, incorrect or misleading statement of a material fact
or omits to state a material fact necessary to be stated therein in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading;
(v) additional material restrictions not in force as of the date hereof
shall have been imposed upon trading in securities generally by any governmental
authority or by any national securities exchange;
(vi) The New York Stock Exchange or other national securities
exchange, or any governmental authority, shall impose, as to the Bonds, or
obligations of the general character of the Bonds, any material restrictions not
now in force, or increase materially those now in force, with respect to the
extension of credit by, or the charge to the net capital requirements of, the
Underwriter;
(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
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e 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;
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by delivering a certified or bank cashier's check payable to the order of the City
in immediately available funds which equal the purchase price. The Bonds shall be available for
examination and packaging by the Underwriter on the day prior to the Closing.
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
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•
state laws by or against, any state of the United States or any city located in the
United States having a population in excess of one million persons or any entity
issuing obligations on behalf of such a city or state which, in the Underwriter's
opinion, materially adversely affects the market price of the Bonds;
(ix) any rating of the Bonds or any other securities of the City shall
have been downgraded or withdrawn by Moody's Investors Service or
Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc.; or
(x) a war involving the United States shall have been declared, or any
conflict involving the armed forces of the United States shall have escalated, or
any other national emergency relating to the effective operation of government or
the financial community shall have occurred which, in the Underwriter's opinion,
materially adversely affects the market price of the Bonds.
(d) At or prior to the Closing,the Underwriter shall receive:
(i) The unqualified approving opinion as to the Bonds, dated the date
of the Closing, of Kutak Rock LLP, as Bond Counsel.
(ii) A certificate, satisfactory in form and substance to the
Underwriter, of the Mayor and City Clerk, or of other appropriate officials
satisfactory to the Underwriter, dated as of the Closing, to the effect that (A)the
City has duly performed all of its obligations to be performed at or prior to the
Closing; (B)the Bonds and the Ordinance conform to the descriptions thereof in
the Official Statement; (C)this Agreement, the Ordinance and any and all other
agreements and documents required to be executed, adopted or delivered by the
City in order to carry out, give effect to and consummate the transactions
contemplated hereby and by the Official Statement have each been duly adopted,
authorized, executed and delivered by the City, as the case may be, and as of the
Closing each is in full force and effect; (D) other than as set forth in the Official
Statement, no litigation or other proceedings are pending or, to the knowledge of
either of the signers of such certificate, threatened in any court or other tribunal of
competent jurisdiction, state or federal, against or involving the City or any of its
members or any of the officers of the City in their official capacity, or restraining
or enjoining the issuance, sale or delivery of any of the Bonds or the collection or
application of the security pledged or to be pledged under the Ordinance to pay
the principal of and interest on the Bonds, or in any way questioning or affecting
the validity of the Bonds, the Ordinance or this Agreement, or any of the
proceedings for the authorization, sale, execution or delivery of the Bonds, or the
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.
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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;
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by delivering a certified or bank cashier's check payable to the order of the City
in immediately available funds which equal the purchase price. The Bonds shall be available for
examination and packaging by the Underwriter on the day prior to the Closing.
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
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(iii) A certificate, satisfactory in form and substance to the
Underwriter, of the Finance Director of the City, dated as of the Closing, to the
effect that on the date of this Agreement, and at the time of the Closing, (A)the
information and statements, including financial information of or pertaining to the
City, contained in the Official Statement were and are correct in all material
respects; (B) insofar as the City and its affairs, including its financial affairs, are
concerned, the Official Statement did not and does not contain an untrue
statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and (C) insofar as
the descriptions and statements, including financial data, contained in the Official
Statement of or pertaining to nongovernmental bodies or governmental bodies
other than the City are concerned, such descriptions, statements and data have
been obtained from sources believed by the City to be reliable, and the City has
no reason to believe that they are untrue or incomplete in any material respect.
(iv) The opinion of the Law Department of the City that (A)the
Ordinance has been duly passed and is in full force and effect; (B) the Bonds have
been legally and validly issued and are revenue bonds of the City secured by a
pledge of the revenues of the City's sanitary sewerage system and (C)the
Ordinance and this Agreement constitute legal, valid and binding obligations of
the City enforceable in accordance with their respective terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, moratorium or
other laws affecting creditors' rights generally.
(v) Such additional legal opinions, certificates, agreements,
proceedings, instruments and other documents as the Underwriter or Bond
Counsel may reasonably request at least three business days before the Closing
Time to evidence compliance by the City with legal requirements, the truth and
accuracy, as of the Closing Time, of the representations of the City contained
herein and the due performance or satisfaction by the City at or prior to such time
of all agreements then to be performed and all conditions then to be satisfied by
the City.
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.
10. All representations, warranties and agreements of the City in this Agreement shall
remain operative and in full force and effect, regardless of(i) any investigation made by or on
behalf of the Underwriter or any person who controls the Underwriter, (ii) delivery of, and
payment for,the Bonds hereunder and (iii) any termination of this Agreement.
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sely affects the market price of the Bonds;
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by delivering a certified or bank cashier's check payable to the order of the City
in immediately available funds which equal the purchase price. The Bonds shall be available for
examination and packaging by the Underwriter on the day prior to the Closing.
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
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11. The Underwriter, but only if the transactions contemplated hereby shall be
consummated, shall be obligated to pay any expenses incident to the performance of the
obligations of the City hereunder, including, but not limited to (a) all costs and expenses incident
to the printing and preparation for printing or other reproduction of the Ordinance, the
Preliminary Official Statement and Final Official Statement, together with a reasonable number
of certified copies thereof; (b)the cost of preparing the definitive Bonds; and (c)the fees and
disbursements of Kutak Rock LLP, as Bond Counsel, and in connection with the qualification of
the Bonds for sale under the Securities or "Blue Sky" laws of various jurisdictions and the
preparation of the Blue Sky Memorandum. If the transactions contemplated hereunder shall not
be consummated for any reason, the City shall be obligated to pay all such costs and expenses.
The Underwriter shall in any event pay (A) all advertising expenses in connection with the
public offering of the Bonds and (B) all other expenses incurred by it in connection with the
public offering and distribution of the Bonds.
12. This Agreement has been and is made solely for the benefit of the Underwriter
and its 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.
13. 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 telegram or 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., 1111 North 102nd Court, Suite 300, Omaha,
Nebraska 68114, Attention: Mr. Daniel J. Smith.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
9
ll agreements then to be performed and all conditions then to be satisfied by
the City.
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.
10. All representations, warranties and agreements of the City in this Agreement shall
remain operative and in full force and effect, regardless of(i) any investigation made by or on
behalf of the Underwriter or any person who controls the Underwriter, (ii) delivery of, and
payment for,the Bonds hereunder and (iii) any termination of this Agreement.
8
sely affects the market price of the Bonds;
5
by delivering a certified or bank cashier's check payable to the order of the City
in immediately available funds which equal the purchase price. The Bonds shall be available for
examination and packaging by the Underwriter on the day prior to the Closing.
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
4
14. 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)
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SCHEDULE A
BOND PURCHASE AGREEMENT
$29,975,000
City of Omaha,Nebraska
Sanitary Sewerage System Revenue Bonds
Taxable Series 2009B
(Build America Bonds-Direct Payment)
Maturity
Bond Component Date Amount Rate Yield Price
Taxable Serial Bonds (BAB):
12101/2010 680,000 1.035% 1.035% 100.000
12'10112011 660,000 1.435% 1.435% 100.000 •
1210112012 665,000 2.010% 2.010% 100.000
12101/2013 675,000 2.577% 2.577% 100.000
12101/2014 685,000 3.077% 3.077% 100.000
12101/2015 700,000 3.377% 3.377% 100.000
12101/2016 715,000 3.938% 3.938% 100.000
12101/2017 730,000 4.379% 4.379% 100.000
12101/2018 750,000 4.529% 4.529% 100.000
1210112019 775,000 4.679% 4.679% 100.000
12101/2020 800,000 4.829% 4.829% 100.000
1210112021 825,000 4.979% 4.979% 100.000
12101/2022 850,000 5.129% 5.129% 100.000
1210112023 880,000 5.279% 5.279% 100.000
12/01/2024 905,000 5.379% 5.379% 100.000
11,295,000
Taxable Term due 2029(BAB):
12101/2025 940,000 5.9033% 5.903% 1.00.000
12/0112026 975,000 5.903% 5.903% 100.000
12/0112027 1,015,000 5.903% 5.9'03% 100.000
1210112028 1,050,000 5.90,3% 5.903% 100.000
12101/2029 1,090,000 5.90,3% 5.903% 100.000
5,070,000
Taxable Term due 2039(BAB)_
12101/2030 1,135,000 6.153% 16.153% 100.000
12101/2031 1,180,000 6.153% •6.153% 100.000
12101/2032 1,225,000 6.153% 6.153% 100.000
12/01/2033 1,275,000 6.153% •6.153% 100.000
12101/2034 - 1,325,000 6.153% •6.153% 100.000
12101/2035 1,380,000 6.153% 16.153% 100.000
12/01/2036 1,435,000 6.153% •6.153% 100.000
• 12101/2037 1,490,000 6.153% 16.153% 100.000
12/01/2038 1,550,000 6.153% •6.153% 100.000
12101/2039 1,615,000 6.153% 16.153% 100.000
13,610,000
29,975,000
Dated Date 12110,2009
Delivery Date 12/10,2009
First Coupon 06/0112010
Par Amount 29,975,000.00
Original Issue Discount
Production 29,975,000.00 100.000000%
Underwriter's Discount -224,812.50 -0.750000%
Purchase Price 29,750,187.50 99.250000%
Accrued Interest
Net Proceeds 29,750,187.50
pt that the check referred to in paragraph 3 hereof shall
be returned to the Underwriter by the City.
10. All representations, warranties and agreements of the City in this Agreement shall
remain operative and in full force and effect, regardless of(i) any investigation made by or on
behalf of the Underwriter or any person who controls the Underwriter, (ii) delivery of, and
payment for,the Bonds hereunder and (iii) any termination of this Agreement.
8
sely affects the market price of the Bonds;
5
by delivering a certified or bank cashier's check payable to the order of the City
in immediately available funds which equal the purchase price. The Bonds shall be available for
examination and packaging by the Underwriter on the day prior to the Closing.
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
4
Exhibit B
NEW ISSUE RATINGS: Moody's: Aa3
BOOK-ENTRY-ONLY Standard&Poor's: AA
(See"RATINGS"herein)
In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is not excluded from
gross income for federal income tax purposes nor is such interest exempt from Nebraska state income taxation. See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES"herein.
$29,975,000
City of Omaha,Nebraska
SANITARY SEWERAGE SYSTEM
REVENUE BONDS
Taxable Series of 2009B
(Build America Bonds—Direct Payment)
Dated: Date of Delivery Due: December II,as shown below
The above-captioned series of bonds(the"Series 2009 Bonds")is issuable in fully registered form in the denomination of$5,000 and integral multiples thereof.
Interest is payable semiannually on June 1 and December 1 of each year,commencing June 1,2010,by check or draft mailed to the registered owner as of the
applicable record date at the address shown on the books of registry maintained by First National Bank of Omaha,as Registrar,in Omaha,Nebraska. Principal
of the Series 2009 Bonds is payable upon presentation and surrender of the Series 2009 Bonds at the principal corporate trust office of First National Bank of
Omaha, as Paying Agent, in Omaha,Nebraska. The Series 2009 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as
described herein.
The Series 2009 Bonds initially will be registered in the name of Cede&Co.,as nominee for The Depository Trust Company,New York,New York("DTC"),
which will act as securities depository for the Series 2009 Bonds. Purchases of the Series 2009 Bonds may be made only in book-entry form in authorized
denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers will not receive certificates
evidencing the Series 2009 Bonds. Principal of and interest on the Series 2009 Bonds will be payable by the Paying Agent directly to DTC as the registered
owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and disbursement of such payments to the beneficial
owners is the responsibility of the DTC Participants and the Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the
Series 2009 Bonds must maintain an account with a broker or dealer who is,or acts through,a DTC Participant to receive payment of the principal of,premium,
if any,and interest on such Series 2009 Bonds. See"THE BONDS—Book-Entry-Only System"herein.
The Bonds will be issued by the City of Omaha,Nebraska(the"City") for the purpose of(i)financing the cost of acquisition, construction, improving and
equipping of capital improvements for the City's sanitary sewerage system, including, in particular,costs of a portion of the City's multiyear combined sewer
overflow control program,(ii)establishing a reserve for the Bonds in an amount equal to the Reserve Account Requirement and(iii)paying issuance costs. See
"OMAHA COMBINED SEWER OVERFLOW CONTROL PROGRAM"herein.
The Bonds are payable from and secured by a pledge of the revenues of the City's sanitary sewerage system(the"Revenues"). The City has covenanted to fix
and maintain rates for sanitary sewer services which shall provide Revenues of at least 110%of the amount required to pay principal of and interest on the
Bonds,an outstanding issue of parity bonds and any additional parity bonds and other parity obligations then outstanding after deducting all costs of operation
and maintenance and costs of a prior City obligation secured by a pledge of such Revenues. See "SECURITY FOR AND SOURCE OF PAYMENT OF
BONDS"herein.
THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE REVENUES OF THE SANITARY SEWERAGE SYSTEM
OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL,STATUTORY OR CHARTER
LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL
LIABILITY ON THE CITY. .
MATURITY SCHEDULE
(on reverse of cover page)
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.
The Bonds are offered,subject to prior sale,when,as and if issued and received by the Underwriter,and are subject to the approval of validity by Kutak Rock
LLP,Bond Counsel,and certain other conditions. Certain matters will be passed upon for the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
MATURITIES,AMOUNTS AND INTEREST RATES
$29,975,000
City of Omaha,Nebraska
SANITARY SEWERAGE SYSTEM REVENUE BONDS
Taxable Series of 2009B
(Build America Bonds—Direct Payment)
Maturity Principal Interest CUSIP
(December 1) Amount Rate Yield Price 681810
2010 $680,000 1.035% 1.035% 100% EY9
2011 660,000 1.435 1.435 100 EZ6
2012 665,000 2.010 2.010 100 FAO
2013 675,000 2.577 2.577 100 FB8
2014 685,000 3.077 3.077 100 FC6
2015 700,000 3.377 3.377 100 FD4
2016 715,000 3.938 3.938 100 FE2
2017 730,000 4.379 4.379 100 FF9
2018 750,000 4.529 4.529 100 FG7
2019 775,000 4.679 4.679 100 FH5
2020 800,000 4.829 4.829 100 FJl
2021 825,000 4.979 4.979 100 FK8
2022 850,000 5.129 5.129 100 ' FL6
2023 880,000 5.279 5.279 100 FM4
2024 905,000 5.379 5.379 100 FN2
$5,070,000 5.903%Term Bonds Due December 1,2029—Price 100%CUSIP 681810 FP7
$13,610,000 6.153%Term Bonds Due December 1,2039—Price 100%CUSIP 681810 FQ5
(Plus Accrued Interest,if any)
4840-4072-0389.5
The Series 2009 Bonds initially will be registered in the name of Cede&Co.,as nominee for The Depository Trust Company,New York,New York("DTC"),
which will act as securities depository for the Series 2009 Bonds. Purchases of the Series 2009 Bonds may be made only in book-entry form in authorized
denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers will not receive certificates
evidencing the Series 2009 Bonds. Principal of and interest on the Series 2009 Bonds will be payable by the Paying Agent directly to DTC as the registered
owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and disbursement of such payments to the beneficial
owners is the responsibility of the DTC Participants and the Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the
Series 2009 Bonds must maintain an account with a broker or dealer who is,or acts through,a DTC Participant to receive payment of the principal of,premium,
if any,and interest on such Series 2009 Bonds. See"THE BONDS—Book-Entry-Only System"herein.
The Bonds will be issued by the City of Omaha,Nebraska(the"City") for the purpose of(i)financing the cost of acquisition, construction, improving and
equipping of capital improvements for the City's sanitary sewerage system, including, in particular,costs of a portion of the City's multiyear combined sewer
overflow control program,(ii)establishing a reserve for the Bonds in an amount equal to the Reserve Account Requirement and(iii)paying issuance costs. See
"OMAHA COMBINED SEWER OVERFLOW CONTROL PROGRAM"herein.
The Bonds are payable from and secured by a pledge of the revenues of the City's sanitary sewerage system(the"Revenues"). The City has covenanted to fix
and maintain rates for sanitary sewer services which shall provide Revenues of at least 110%of the amount required to pay principal of and interest on the
Bonds,an outstanding issue of parity bonds and any additional parity bonds and other parity obligations then outstanding after deducting all costs of operation
and maintenance and costs of a prior City obligation secured by a pledge of such Revenues. See "SECURITY FOR AND SOURCE OF PAYMENT OF
BONDS"herein.
THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE REVENUES OF THE SANITARY SEWERAGE SYSTEM
OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL,STATUTORY OR CHARTER
LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL
LIABILITY ON THE CITY. .
MATURITY SCHEDULE
(on reverse of cover page)
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.
The Bonds are offered,subject to prior sale,when,as and if issued and received by the Underwriter,and are subject to the approval of validity by Kutak Rock
LLP,Bond Counsel,and certain other conditions. Certain matters will be passed upon for the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
CITY OF OMAHA,NEBRASKA
JIM SUTTLE,MAYOR
CITY COUNCIL
Garry Gernandt, President
•
Chris Jerram Pete Festersen
Jean Stothert Franklin Thompson
Ben Gray Chuck Sigerson,Jr.
DEPARTMENT DIRECTORS
Pam Spaccarotella Finance Director
Paul D. Kratz City Attorney
R.E. Cunningham Planning Director
Vacant Human Rights and Relations Director
Alex Hayes Acting Police Chief
Michael McDonnell Fire Chief
Steven Scarpello Acting Parks, Recreation and Public Property Director
Robert Stubbe Public Works Director
Tom Marfisi Human Resources Director
Maggie Tarelli-Falcon Acting Library Director
Dana Markel Convention and Tourism Director
Allen Herink, City Comptroller
Buster Brown, City Clerk
AUDITOR
KPMG LLP
•
SPECIAL SERVICES
CH2M Hill, Engineers and Consultants
Red Oak Consulting
BOND COUNSEL
Kutak Rock LLP
UNDERWRITER
Ma
n n D.A.Davidson & Co.
COMPANIES,
member SIPC
4840-4072-0389.5
2029—Price 100%CUSIP 681810 FP7
$13,610,000 6.153%Term Bonds Due December 1,2039—Price 100%CUSIP 681810 FQ5
(Plus Accrued Interest,if any)
4840-4072-0389.5
The Series 2009 Bonds initially will be registered in the name of Cede&Co.,as nominee for The Depository Trust Company,New York,New York("DTC"),
which will act as securities depository for the Series 2009 Bonds. Purchases of the Series 2009 Bonds may be made only in book-entry form in authorized
denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers will not receive certificates
evidencing the Series 2009 Bonds. Principal of and interest on the Series 2009 Bonds will be payable by the Paying Agent directly to DTC as the registered
owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and disbursement of such payments to the beneficial
owners is the responsibility of the DTC Participants and the Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the
Series 2009 Bonds must maintain an account with a broker or dealer who is,or acts through,a DTC Participant to receive payment of the principal of,premium,
if any,and interest on such Series 2009 Bonds. See"THE BONDS—Book-Entry-Only System"herein.
The Bonds will be issued by the City of Omaha,Nebraska(the"City") for the purpose of(i)financing the cost of acquisition, construction, improving and
equipping of capital improvements for the City's sanitary sewerage system, including, in particular,costs of a portion of the City's multiyear combined sewer
overflow control program,(ii)establishing a reserve for the Bonds in an amount equal to the Reserve Account Requirement and(iii)paying issuance costs. See
"OMAHA COMBINED SEWER OVERFLOW CONTROL PROGRAM"herein.
The Bonds are payable from and secured by a pledge of the revenues of the City's sanitary sewerage system(the"Revenues"). The City has covenanted to fix
and maintain rates for sanitary sewer services which shall provide Revenues of at least 110%of the amount required to pay principal of and interest on the
Bonds,an outstanding issue of parity bonds and any additional parity bonds and other parity obligations then outstanding after deducting all costs of operation
and maintenance and costs of a prior City obligation secured by a pledge of such Revenues. See "SECURITY FOR AND SOURCE OF PAYMENT OF
BONDS"herein.
THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE REVENUES OF THE SANITARY SEWERAGE SYSTEM
OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL,STATUTORY OR CHARTER
LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL
LIABILITY ON THE CITY. .
MATURITY SCHEDULE
(on reverse of cover page)
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.
The Bonds are offered,subject to prior sale,when,as and if issued and received by the Underwriter,and are subject to the approval of validity by Kutak Rock
LLP,Bond Counsel,and certain other conditions. Certain matters will be passed upon for the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
[This page intentionally left blank.]
4840-4072-0389.5
•
nce 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)
• 10
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No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to
give any information or to make any representations in connection with the Bonds or the matters
described herein, other than those contained in this Official Statement; and, if given or made, such other
information or representations must not be relied upon as having been authorized by the City or the
Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there by any sale of the Bonds by any person in any jurisdiction in which it is unlawful for
such person to make such offer, solicitation or sale. The information and expressions of opinion
contained herein are subject to change without notice, and neither the delivery of this Official Statement
nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the matters described herein since the date hereof. This Official Statement is submitted in
connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or
in part, for any other purpose. The Underwriter may offer and sell Bonds to certain dealers and others at
prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed
from time to time by the Underwriter.
•
TABLE OF CONTENTS
Page Page
INTRODUCTORY STATEMENT 1 Defeasance 23
THE FINANCING PROGRAM 2 Enforcement of Ordinance 24
OMAHA COMBINED SEWER OVERFLOW Amendment to the Ordinance 24
CONTROL PROGRAM 2 ONGOING DISCLOSURE 25
THE BONDS 3 UNDERWRITING 26
Description of the Bonds 3 CERTAIN FEDERAL INCOME TAX
Place of Payment 3 CONSEQUENCES 26
Build America Bonds 3 Build America Bonds 27
Book-Entry-Only System 3 No Exemption Under State Tax Law 32
Optional Redemption 7 Future Legislation 32
Mandatory Sinking Fund Redemption 7 Legal Matters 32
SECURITY FOR AND SOURCE OF PAYMENT OF Pending Litigation 32
BONDS 8 RATINGS 32
Flow of Revenues 8 CAUTIONARY STATEMENTS REGARDING
Rate Covenant 9 FORWARD-LOOKING STATEMENTS IN
Sewer Revenue Bond Reserve Account 10 THIS OFFICIAL STATEMENT 33
SOURCES AND USES OF FUNDS 10 FINANCIAL STATEMENTS 33
THE SANITARY SEWERAGE SYSTEM 10 MISCELLANEOUS 33
Description of the System 10
Sewer Service Charges 11 APPENDIX A City of Omaha Financial Information:
Special Rates 11 Independent Auditors'Report and General
Current Sewer Service Rates 11 Purpose Financial Statements
Nebraska Department of Environmental APPENDIX B Sewer Revenue Fund 2007 Cost-of-Service
Quality Loan Notes 13 Rate Study
Construction Program 13 APPENDIX C City of Omaha—General Information
DEBT SERVICE REQUIREMENTS 18 APPENDIX D Form of Continuing Disclosure
Projected Financial Information 20 Undertaking
THE ORDINANCE 20 APPENDIX E Form of Bond Counsel Opinion
Additional Bonds 20
Subordinated Indebtedness 21
Additional Covenants 21
Investment of Moneys 22
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
4840-4072-0389.5
SANITARY SEWERAGE SYSTEM
OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL,STATUTORY OR CHARTER
LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL
LIABILITY ON THE CITY. .
MATURITY SCHEDULE
(on reverse of cover page)
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.
The Bonds are offered,subject to prior sale,when,as and if issued and received by the Underwriter,and are subject to the approval of validity by Kutak Rock
LLP,Bond Counsel,and certain other conditions. Certain matters will be passed upon for the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
[This page intentionally left blank.]
4840-4072-0389.5
•
nce 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)
• 10
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OFFICIAL STATEMENT
$29,975,000
City of Omaha,Nebraska
SANITARY SEWERAGE SYSTEM REVENUE BONDS
Taxable Series of 2009B
(Build America Bonds—Direct Payment)
INTRODUCTORY STATEMENT
This Official Statement, including the cover page and appendices hereto, is furnished in
connection with the offering by the City of Omaha, Nebraska (the "City") of its $29,975,000 Sanitary
Sewerage System Revenue Bonds, Taxable Series of 2009B (Build America Bonds—Direct Purchase) (the
"Bonds").
The Bonds will be issued in strict compliance with the Constitution and laws of the State of
Nebraska and particularly Sections 18-501 to 18-512, Reissue Revised Statutes of Nebraska, 1997, as
amended(the "Act"), Section 1.03 of Article I and Sections 5.29, 5.30 and 5.31 of Article V of the Home
Rule Charter of the City of Omaha, 1956, as amended (the "Charter"), Ordinance No. 37507 (the
"General Ordinance") passed by the City Council (the "Council") of the City on October 24, 2006 and
Ordinance No. 38565 (the "First Supplemental Ordinance" and, together with the General Ordinance,the
"Ordinance") passed by the Council on November 10, 2009. The Bonds are "Additional Bonds" within
the meaning of the General Ordinance, secured on a parity with the City's $57,260,000 outstanding
aggregate principal amount Sanitary Sewerage System Revenue Bonds, Series of 2006 (the
"2006 Bonds")and certain other obligations of the City with respect to its sanitary sewerage system. See
"SECURITY FOR AND SOURCE OF PAYMENT OF BONDS" herein. Certain provisions of the
Ordinance are set forth later in this Official Statement. See"THE ORDINANCE"herein.
The proceeds of the Bonds will be used, as were the proceeds of the 2006 Bonds, to finance a
portion of the costs of the City's multiyear combined sewer overflow control program (the "Program")
and other capital improvements for the City's sanitary sewerage system, to establish a reserve for the
Bonds and to pay costs of issuance. See "THE FINANCING PROGRAM" and"SOURCES AND USES
OF FUNDS"herein.
This Official Statement contains brief descriptions or summaries of, among other matters, the
Bonds, the City, the City's sanitary sewerage system, consisting of wastewater collection and treatment
facilities (the "System"), the Program and the Ordinance. Such descriptions and information do not
purport to be comprehensive or definitive. All references herein to the Ordinance are qualified in their
entirety by reference to such document, and references herein to the Bonds are qualified in their entirety
by reference to the form thereof included in the Ordinance. Copies of such documents may be obtained
from the City by writing to the attention of Finance Director, and, during the initial offering period only,
from the representative of the Underwriter, D.A. Davidson & Co., 1111 North 102nd Court, Suite 300,
Omaha,Nebraska 68114.
THE FINANCING PROGRAM
The Bonds offered pursuant to this Official Statement are the second issue by the City in
conjunction with its multiyear combined sewer overflow ("CSO") control program (the "Program"). The
first issue was the 2006 Bonds. See "OMAHA COMBINED SEWER OVERFLOW CONTROL
PROGRAM" herein. The total cost of the Program, which the City anticipates will extend over
approximately 15 years, is estimated at $1.66 billion in 2009 dollars. The City anticipates that it will
4840-4072-0389.5 1.
ment of Moneys 22
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
4840-4072-0389.5
SANITARY SEWERAGE SYSTEM
OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL,STATUTORY OR CHARTER
LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL
LIABILITY ON THE CITY. .
MATURITY SCHEDULE
(on reverse of cover page)
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.
The Bonds are offered,subject to prior sale,when,as and if issued and received by the Underwriter,and are subject to the approval of validity by Kutak Rock
LLP,Bond Counsel,and certain other conditions. Certain matters will be passed upon for the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
issue additional parity sanitary sewerage system revenue bonds, such as the Bonds offered hereby, on an
annual or semiannual basis during the next approximately 15 years to finance costs of the Program and
other capital improvements and further anticipates that it will enter into further parity revolving loan
contracting with the Nebraska Department of Environmental Quality ("NDEQ") with terms substantially
similar to the NDEQ Notes. As described under "THE SANITARY SEWERAGE SYSTEM—Sewer
Service Charges," the City has increased and is increasing its rates and charges for the System on an
annual basis for each of the fiscal years 2010 to 2014, inclusive, primarily for the purpose of paying for
the costs of the Program and other capital improvements, including debt service payments on the
2006 Bonds and the anticipated additional bonds, including the Bonds. See "SECURITY AND SOURCE
OF PAYMENT OF BONDS—Rate Covenant"herein.
OMAHA COMBINED SEWER OVERFLOW CONTROL PROGRAM
Like hundreds of communities across the nation, the City of Omaha is addressing its CSO
problem by implementing a CSO Long Term Control Plan ("LTCP"). CSOs occur when untreated
wastewater and stormwater commingle in a single pipe and spill untreated into Omaha's rivers and
creeks. The intent of the CSO LTCP is to reduce the occurrence of untreated overflows from Omaha's
combined sewer system to area waterways(such as the Missouri River and Papillion Creek).
On October 1, 2002, Omaha was issued a National Pollutant Discharge Elimination System
("NPDES") permit from the NDEQ, which included a five-year term and specific requirements that must
be met by the end of September 2007. The permit required implementation of certain control measures
and a schedule for submission of components of the LTCP for CSOs. The City has satisfied all
requirements of the 2002 permit. In 2005, the NDEQ sent a letter to the City that identified deadlines for
developing and implementing a CSO LTCP as follows:
(a) submit a"substantively complete"CSO LTCP by October 2007;
(b) submit a final CSO LTCP by October 2009;and
(c) implement CSO controls by 2024.
These deadlines were formalized through a Consent Order between the NDEQ and the City in
August 2007. The 2002 NPDES permit was replaced in 2007 with one which extends through September
of 2010.
In June of 2009 the Omaha City Council approved a sewer rate ordinance that provided for
significant increases(twenty to thirty percent per year)for the period form 2011 through 2014. These rate
increases were based on an updated financial plan and cost of service rate model provided by Red Oak
Consulting. The rate model distributed total CSO costs equitably over all users of the wastewater
collection and treatment system.
On September 25, 2009 the final LTCP was submitted to NDEQ. Design and construction of
short-term projects has commenced, and design and construction of the long-term control projects will
commence after final approval by NDEQ of the LTCP. The LTCP includes a schedule for a series of
projects to be constructed by October of 2024 in compliance with the Consent Order.
4840-4072-0389.5 2
first issue was the 2006 Bonds. See "OMAHA COMBINED SEWER OVERFLOW CONTROL
PROGRAM" herein. The total cost of the Program, which the City anticipates will extend over
approximately 15 years, is estimated at $1.66 billion in 2009 dollars. The City anticipates that it will
4840-4072-0389.5 1.
ment of Moneys 22
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
4840-4072-0389.5
SANITARY SEWERAGE SYSTEM
OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL,STATUTORY OR CHARTER
LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL
LIABILITY ON THE CITY. .
MATURITY SCHEDULE
(on reverse of cover page)
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.
The Bonds are offered,subject to prior sale,when,as and if issued and received by the Underwriter,and are subject to the approval of validity by Kutak Rock
LLP,Bond Counsel,and certain other conditions. Certain matters will be passed upon for the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
THE BONDS
Description of the Bonds
The Bonds, in the aggregate principal amount of$29,975,000, will be dated their date of delivery,
will be issued in fully registered form without coupons, and will be in the denomination of$5,000 or any
integral multiples of$5,000 with interest payable semiannually on June 1 and December 1 of each year,
commencing June 1, 2010. The Bonds will mature serially and as term bonds in the principal amounts set
forth on the reverse of the cover page.
Place of Payment
The principal of the Bonds will be payable in lawful money of the United States of America at the
corporate trust office of First National Bank of Omaha, as Paying Agent (the "Paying Agent"). Innterest
on the Bonds will be paid by wire transfer, check or draft mailed to the person in whose name a Bond is
registered as of May 15 or November 15, as the case may be,next preceding each interest payment date.
Build America Bonds
The America Recovery and Reinvestment Act of 2009 (the "Recovery Act") authorizes the City
to issue taxable bonds known as "Build America Bonds" to finance capital expenditures for which it
could issue tax-exempt bonds and to elect to receive a subsidy payment (a "Subsidy Payment") from the
federal government equal to the amount of 35% of each interest payment on such taxable bonds. The
City has elected to issue the Bonds as Build America Bonds. The Subsidy Payments will be paid to the
City or to the Paying Agent on the City's behalf; no holders of Bonds will be entitled to a tax credit and
interest paid to holders of Bonds will be subject to federal income tax. See "CERTAIN FEDERAL
INCOME TAX CONSEQUENCES"herein. To the extent such Subsidy Payments are paid by the federal
government to the City, the Subsidy Payment amounts will be credited as Revenues (as hereinafter
defined) to the City's Sewer Revenue Fund. The Bonds are secured by a pledge of the Revenues. For
federal income tax purposes, the City has allocated the Subsidy Payments solely to the payment of
interest on and principal of the Bonds. See "SECURITY FOR AND SOURCE OF PAYMENT OF
BONDS" herein. The Subsidy Payments have not otherwise been pledged to the payment of the Bonds.
The Subsidy Payments are not full faith and credit obligations of the United States.
Book-Entry-Only System
The Bonds initially are being issued solely in book-entry form to be held in the book-entry only
system maintained by The Depository Trust Company ("DTC"), New York, New York. So long as such
book-entry system is used, only DTC will receive or have the right to receive physical delivery of Bonds
and Beneficial Owners (as hereinafter defined) will not be or be considered to be, and will not have any
rights as, owners or holders of the Bonds under the Ordinance. The following information about the
book-entry only system applicable to the Bonds has been supplied by DTC. Neither the City nor the
Paying Agent makes any representations, warranties or guarantees with respect to its accuracy or
completeness.
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered
securities registered in the name of Cede&Co. (DTC's partnership nominee) or such other name as may
be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued
for each maturity of the Bonds, each in the aggregate principal amount of such maturity and will be
deposited with DTC.
4840-4072-0389.5 3
4840-4072-0389.5 1.
ment of Moneys 22
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
4840-4072-0389.5
SANITARY SEWERAGE SYSTEM
OF THE CITY. THE BONDS ARE NOT A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL,STATUTORY OR CHARTER
LIMITATION UPON THE CREATION OF GENERAL OBLIGATION INDEBTEDNESS OF THE CITY AND DO NOT IMPOSE ANY GENERAL
LIABILITY ON THE CITY. .
MATURITY SCHEDULE
(on reverse of cover page)
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.
The Bonds are offered,subject to prior sale,when,as and if issued and received by the Underwriter,and are subject to the approval of validity by Kutak Rock
LLP,Bond Counsel,and certain other conditions. Certain matters will be passed upon for the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
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 ("I.ndirect Participants"). DTC has Standard& Poor's highest
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 DTC nominee do not effect any change in beneficial ownership.
DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be
the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account
of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain
steps to augment the transmission to them of notices of significant events with respect to the Bonds, such
as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example,
Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit
has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,Beneficial Owners may
wish to provide their names and addresses to the Paying Agent and request that copies of notices be
provided directly to them.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
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,the Paying Agent or the City, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of redemption proceeds, distributions, and interest payments to
Cede&Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the City or the Paying Agent, disbursement of such payments to Direct Participants will
be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time
by giving reasonable notice to the City or the Paying Agent. Under such circumstances, in the event that
a successor depository is not obtained, Bond certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book-entry transfers through DTC (or a
successor securities depository). In that event, Bond certificates will be printed and delivered.
NEITHER THE CITY NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY
OR. OBLIGATION TO ANY DIRECT PARTICIPANT, INDIRECT PARTICIPANT OR ANY
BENEFICIAL OWNER OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION
BOOKS OF THE PAYING AGENT AS BEING A HOLDER WITH RESPECT TO: (1)THE BONDS;
(2)THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT
PARTICIPANT OR INDIRECT PARTICIPANT; (3)THE PAYMENT BY DTC OR ANY DIRECT.
PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL
OWNER IN RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE
BONDS; (4)THE DELIVERY BY ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF
ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER
THE TERMS OF THE ORDINANCE TO BE GIVEN TO HOLDERS; (5)THE SELECTION OF THE
BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL
REDEMPTION OF THE BONDS; OR(6)ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY
DTC AS HOLDER.
Each Beneficial Owner for whom a Direct Participant or Indirect Participant acquires an interest
in the Bonds, as nominee, may desire to make arrangements with such Direct Participant or Indirect
Participant to receive a credit balance in the records of such Direct Participant or Indirect Participant, to
have all notices of redemption, elections to tender Bonds or other communications to or by DTC which
4840-4072-0389.5 5
y 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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
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.
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.
The information in this section concerning DTC and DTC's book-entry system has been obtained
from DTC. The City does not take any responsibility for its accuracy.
Optional Redemption
The Bonds maturing December 1, 2020 and thereafter are subject to redemption at the option of
the City at any time on or after December 1, 2019, in whole or in part, in such order of maturities as the
City may elect, and in such manner as the Paying Agent deems fair within a maturity, at a price of par,
without premium, plus accrued interest to the date of redemption.
4840-4072-0389.5 6
NDS; 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
4840-4072-0389.5 5
y 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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
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.
Mandatory Sinking Fund Redemption •
The Bonds maturing on December 1, 2029 and December 1, 2039 are subject to mandatory
sinking fund redemption by lot on December 1, of the years and in the principal amounts specified below,
at a redemption price equal to the principal amount thereof(with no redemption premium), plus accrued
interest to the redemption date:
2029 Term Bond 2039 Term Bond
Years Principal Amount Years Principal Amount
2025 $905,000 2030 $1,135,000
2026 975,000 2031 1,180,000
2027 1,015,000 2032 1,225,000
2028 1,050,000 2033 1,275,000
2029(maturity) 1,090,000 2034 1,325,000
2035 1,3 80,000
2036 1,435,000
2037 1,490,000
2038 1,550,000
2039(maturity) 1,615,000
•
To the extent that such Bonds have been previously called for redemption in part and otherwise
than from the sinking fund, each related aforesaid annual sinking fund payment for the Bonds of such
maturity shall be reduced by the amount obtained by multiplying the principal amount of such Bonds of
such maturity so called for redemption, by the ratio which each annual sinking fund payment for the
Bonds of such maturity bears to the total sinking fund payments of such Bonds subject to sinking fund
redemption, and by rounding each sinking fund payment to the nearest $5,000 multiple. In case a Bond
subject to sinking fund redemption is of a denomination larger than $5,000, a portion of such Bond
($5,000 or any multiple thereof) may be redeemed, but Bonds shall be redeemed only in the principal
amount of $5,000 each or any integral multiple thereof. On or before the 30th day prior to each such
sinking fund payment date, the Paying Agent shall proceed to select for redemption (in such manner, as
the Paying Agent deems fair), from all outstanding Bonds subject to sinking fund redemption, a principal
amount of such Bonds, equal to the aggregate principal amount of such Bonds redeemable with the
required sinking fund payment, and shall call such Bonds or portions thereof ($5,000 or any integral
multiple thereof) for redemption from such sinking fund on the next December 1, and give notice of such
call.
SECURITY FOR AND SOURCE OF PAYMENT OF BONDS
The Bonds are payable from and secured by a pledge of the Revenues which are derived from the
operation of the System. The portion of the Revenues available to pay the Bonds and the City's related
rate covenant are described under"Flow of Revenues"below.
The Ordinance defines "Revenues" as being all income, revenue and moneys derived by the City
from the ownership, possession, operation, management or control of the System and, without limiting
the generality of the foregoing, shall include all moneys and receipts derived by the System from rates
and charges maintained and collected for the use and services of the System, and earnings on the
investment of moneys held under the Ordinance and the proceeds of the sale of any such investments, to
4840-4072-0389.5 7
4840-4072-0389.5 6
NDS; 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
4840-4072-0389.5 5
y 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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
the extent such earnings and proceeds are deposited in the Sewer Revenue Fund or an account therein
other than a construction account or a capitalized interest account; provided, however, that the term
"Revenues" shall not include moneys received as proceeds from the sale of the Bonds or additional
Bonds, if any, issued pursuant to the Ordinance or as grants or gifts the use of which is limited by the
grantor or donor to the construction of capital improvements, except to the extent any such moneys shall
be received as payments for the use and services of the System. Revenues include the Subsidy Payments,
which the City has allocated for federal income tax purposes solely to the payment of interest on and
principal of the Bonds. See"THE BONDS—Build America Bonds"herein.
The Bonds are special obligations of the City payable solely from the Revenues of the System.
The Bonds are not a debt of the City within the meaning of any constitutional, statutory or charter
limitation upon the creation of general obligation indebtedness of the City and do not impose any general
liability on the City.
•
Flow of Revenues
The Ordinance continues the following fund and special account previously created by the City
which are maintained as separate book-entry accounts on the records of the City: the Sewer Revenue
Fund and the Sewer Revenue Bond Reserve Account.
The City has covenanted in the Ordinance to collect Revenues in amounts sufficient to pay the
costs and expenses of the System. The Council will annually adopt a budget for the next succeeding
fiscal year of the System premised on the City's collection during such fiscal year of sufficient Revenues
to pay such costs and expenses for such fiscal year. The Council will annually appropriate in accordance
with such budget sufficient funds in such fiscal year, first, to pay the costs of operation and maintenance
of the System; second, to make payments of up to $1,500,000 annually pursuant to Ordinance No. 35840
with respect to the City's Special Obligation Bonds (Riverfront Redevelopment Project) Series 2002A
(the "2002 Bond Obligation"); third, to pay the principal of and interest on the 2006 Bonds, the Bonds,
any Additional Bonds, the City of Elkhorn, Nebraska Sewer Revenue Refunding Bonds, Series 2003,
dated May 20, 2003, assumed by the City upon its annexation of the former City of Elkhorn, Nebraska.
(the "Elkhorn Bonds") and the NDEQ Notes, as described under "THE SANITARY SEWERAGE
SYSTEM Nebraska Department of Environmental Quality Loan Notes" herein; fourth, to pay any other
indebtedness of the System secured by the Revenues thereof; fifth, to provide and maintain the Sewer
Revenue Bond Reserve Account; and sixth,to provide all costs of renovations,replacements and renewals
of the System and for any other lawful purpose in connection with the System. Payments in accordance
with such appropriations from the moneys on deposit in the Sewer Revenue Fund will be made in
accordance with the following provisions and in the following order of priority:
FIRST, there shall be paid the amounts necessary, as and when determined by the City,to pay the
costs of operation and maintenance of the System, such costs of operation and maintenance including, but
not limited to, salaries, wages, costs of materials and supplies, costs of routine repairs, renewals,
replacements and alterations occurring in the usual course of business, costs of insurance and costs of
audits,taxes and payments in lieu of taxes;
SECOND,there shall be paid in each year up to $1,500,000 to pay the 2002 Bond Obligation;
THIRD, (a)there next shall be paid on each interest payment date specified herein for the 2006
Bonds, the Bonds, and in proceedings pursuant to which the City issues Additional Bonds or were issued
the Elkhorn Bonds or pursuant to which the City issued the NDEQ Notes the amount or amounts equal to
the installment or installments of interest falling due on such interest payment date; (b)there next shall be
paid, for the purpose of retiring the 2006 Bonds, the Bonds, any Additional Bonds, the Elkhorn Bonds
4840-4072-0389.5 8
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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
and the NDEQ Notes, on each principal payment date specified herein and on each principal payment
date or mandatory sinking fund redemption date specified in the proceedings pursuant to which the City
issues Additional Bonds or were issued the Elkhorn Bonds or pursuant to which the City issued the
NDEQ Notes, the amount or amounts equal to the principal amount of the 2006 Bonds, the Bonds, any
Additional Bonds, the Elkhorn Bonds or the NDEQ Notes becoming due on such principal payment date
or mandatory sinking fund redemption date, as the case may be; and (c)there next shall be paid any other
indebtedness against the System or against the Revenues of the System;
FOURTH, there next shall be credited from the moneys in the Sewer Revenue Fund to the Sewer
Revenue Bond Reserve Account moneys in such amounts and at such times as may be determined by the
City so that the aggregate of the amounts so credited to the Sewer Revenue Bond Reserve Account will,
by no later than the day on which the first installment of principal of the Bonds is due and payable, be
equal to the Reserve Account Requirement with respect to the Bonds; and
FIFTH, there next shall be set aside all moneys remaining in the Sewer Revenue Fund for
renovations, replacements, renewals, repairs, furnishing and equippings of the System as are necessary to
maintain the System in good repair, working order and condition or as are necessary to produce and
maintain the Revenues required by or for the purposes of the Ordinance. Such moneys may also be used,
as directed by the Council, for paying the costs of acquisition or construction of plants and properties to
comprise part of the System or for any other lawful purpose in connection with the System. In the event
the moneys on hand in the Sewer Revenue Fund at any time are insufficient to make the payments
required by parts FIRST through FOURTH above, such insufficiencies shall be made up in full before
any moneys are set aside for such replacements and other purposes.
Rate Covenant
The City covenants in the Ordinance that it will establish, maintain, revise and collect just and
equitable rates or charges for the use and services of the System, so that the Revenues of the System shall
at all times be at least sufficient(a)to pay all costs of operation and maintenance of the System; (b)to pay
the 2002 Bond Obligation; (c)to pay the principal of and interest on all 2006 Bonds, the Bonds, any
Additional Bonds, the Elkhorn Bonds and the NDEQ Notes; (d)to pay any other indebtedness against the
System or against the Revenues of said System; (e)to provide and maintain the Sewer Revenue Bond
Reserve Account; and (f)to provide for all costs of renovations, replacements and renewals necessary or
required to be made to the System; and to otherwise carry out the provisions of the Ordinance, including,
without limiting the generality of the foregoing, the maintenance of the accounts created thereby;
provided, however, that such charges and rates shall never be less than would produce in any fiscal year
Revenues at least equal to 110% of the Aggregate Debt Service Requirement (as hereinafter defined) for
such year on all 2006 Bonds, the Bonds, any Additional Bonds, the Elkhorn Bonds and the NDEQ Notes
then outstanding, after deducting from such Revenues all costs of operation and maintenance and
payments made in respect of the 2002 Bond Obligation for such year.
Sewer Revenue Bond Reserve Account
The Ordinance requires that the City make deposits in amounts sufficient so that the balance in
the Sewer Revenue Bond Reserve Account is equal to the maximum annual debt service on the 2006
Bonds, the Bonds (or such lesser maximum amount as shall be required or permitted under applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code")) and any Additional Bonds
outstanding (the "Reserve Account Requirement"). I.n the case of the Bonds, the maximum deposit
permitted by the Code into the Sewer Revenue Bond Reserve Account equals the maximum annual debt
service on the Bonds net of the Subsidy Payments. Upon the issuance of the Bonds, the balance in the
Sewer Revenue Bond Reserve Account will be at least equal to the Reserve Account Requirement.
4840-4072-0389.5 9
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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
Moneys credited to the Sewer Revenue Bond Reserve Account are to be transferred as necessary
to provide for the payment of the principal of, premium, if any, and interest on the Bonds and Additional
Bonds, if any,when due.
Moneys credited to the Sewer Revenue Bond Reserve Account in excess of the Reserve Account
Requirement are transferred to the Sewer Revenue Fund.
SOURCES AND USES OF FUNDS
Sources:
Bond Proceeds $29,975,000.00
Total Sources $29,975,000.00
Uses:
Construction Account $28,001,965.90
Underwriter's Discount 224,812.50
Costs of Issuance 67,275.00
Sewer Revenue Bond Reserve Account 1,680,946.60
Total Uses $29,975,000.00
THE SANITARY SEWERAGE SYSTEM
Description of the System
The Public Works Department of the City of Omaha operates the System serving a population of
600,000 in the 275 square mile greater Omaha region. Omaha owns, operates and maintains about
2000 linear miles of sewer lines and two regional treatment plants with an aggregate secondary treatment
capacity of 116 million gallons per day. In 2008, total operating expenditures for the System were
$29,381,293, of which $10,921,710 represented payroll and benefits for approximately 170 employees.
Portions of the System, primarily in older areas of Omaha, have combined sanitary sewer and
storm sewer lines. As described under "OMAHA COMBINED SEWER OVERFLOW CONTROL
PROGRAM,"the City has undertaken a multiyear sewer separation project for the purpose of physically
separating targeted combined lines into their sanitary sewer and storm sewer components. The City
finances the costs of its storm sewer capital improvements by the issuance of general obligation sewer
bonds. The proceeds of the 2006 Bonds were not, and the Bonds and any Additional Bonds will not, be
used to pay the capital costs of the City's storm sewers exempt insofar as such costs relate to sewer
separation projects.
Sewer Service Charges
Rates for the use of the System are fixed by ordinance of the City Council. In 2005, the City of
Omaha employed CH2M Hill ("CH2M Hill"), Engineers and Consultants, and Integrated Utilities Group,
Inc. ("IUG"), Consultants, to conduct studies and analyses concerning revenue requirements and sewer
service charges. The result of these studies not only set cost of service rates for fiscal years 2007 through
2010 but also established a rate setting model to be used to establish future rates. See "APPENDIX B—
SEWER REVENUE FUND 2007 COST-OF-SERVICE RATE STUDY." Based on this model, the City
Council passed Ordinance No. 37495 dated September 26, 2006 that set rates for the period January 1,
2007 through December 31, 2010. The City levies the sewer service charges shown under "Sewer
Service Rate Schedule" against the users of premises, property or structures of every kind, nature and
4840-4072-0389.5 10
uch charges and rates shall never be less than would produce in any fiscal year
Revenues at least equal to 110% of the Aggregate Debt Service Requirement (as hereinafter defined) for
such year on all 2006 Bonds, the Bonds, any Additional Bonds, the Elkhorn Bonds and the NDEQ Notes
then outstanding, after deducting from such Revenues all costs of operation and maintenance and
payments made in respect of the 2002 Bond Obligation for such year.
Sewer Revenue Bond Reserve Account
The Ordinance requires that the City make deposits in amounts sufficient so that the balance in
the Sewer Revenue Bond Reserve Account is equal to the maximum annual debt service on the 2006
Bonds, the Bonds (or such lesser maximum amount as shall be required or permitted under applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code")) and any Additional Bonds
outstanding (the "Reserve Account Requirement"). I.n the case of the Bonds, the maximum deposit
permitted by the Code into the Sewer Revenue Bond Reserve Account equals the maximum annual debt
service on the Bonds net of the Subsidy Payments. Upon the issuance of the Bonds, the balance in the
Sewer Revenue Bond Reserve Account will be at least equal to the Reserve Account Requirement.
4840-4072-0389.5 9
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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
description which have water service from any supply sources and are connected directly or indirectly
with the System.
In 2008,the City again retained CH2M Hill and IUG(which was acquired by Malcolm Pirnie and
is now operating as Red Oak Consulting)to update certain elements of the financial plan and rate study to
reflect final LTCP cost estimates and to recommend rates through 2014. In June of 2009, the City
Council approved rate Ordinance No. 38427, which provided for twenty to thirty percent annual rate
increases from 2011 through 2014. These rate increases will impact all system users. A typical
residential user's monthly sewer charge will go from around $15 per month in 2010 to over $37 per
month in 2014.
Because the basic rate structure is tied to water usage,the sewer use fee is computed and billed to
the customer by The Metropolitan Utilities District of the City of Omaha, a public service corporation and
a political subdivision of the State of Nebraska ("M.U.D."), which operates the City's water system (as
well as the gas distribution system). The sewer use fee and charges for water service are billed
concurrently and must be paid at the same time. The City pays to M.U.D. a fee based on the number of
billings and proportion of charges for its service in billing and collecting the sewer use fee.
Special Rates
The City's Sewer Rate Ordinance No. 29809,passed July 20, 1982, as amended, provides that:
Whenever by reason of special conditions, the application of the rates specified in
sections 31-145 through 31-147 would be inequitable or unfair to either the City or the
user, or in cases where the character of the sewage from sewer users is such that an
additional burden is placed upon the Sewage System greater than that imposed by the
average sewage delivered to the Sewage Disposal Plant, the Finance Director, with the
approval of the Mayor, shall recommend special rates which are equitable and fair to all
parties concerned and when approved by resolutions of the City Council, such special
rates shall control. When special rates are requested to allow for in-plant use of water
which does not go to the sewer system, it shall be mandatory that a sewage meter or
separate water meter be installed whenever reasonably possible and in all other instances,
the burden shall be upon the user requesting such special rate to prove said in-plant
usage.
Current Sewer Service Rates
Sewer service charges are determined in accordance with rate schedules which recognize several
classes of customers. The components of these charges are: (1)customer charge, (2)flow charge and
(3)abnormal charges. The monthly sewer service charge for a sewer service user may not be less than the
customer charge. Ordinance No. 38427 (the "Rate Ordinance"), passed June 2, 2009, established for the
fiscal years 2010 to 2014, inclusive,the schedule of charges set forth in the following table.
Sewer Service Rate Schedule
4840-4072-0389.5 1 I
ues at least equal to 110% of the Aggregate Debt Service Requirement (as hereinafter defined) for
such year on all 2006 Bonds, the Bonds, any Additional Bonds, the Elkhorn Bonds and the NDEQ Notes
then outstanding, after deducting from such Revenues all costs of operation and maintenance and
payments made in respect of the 2002 Bond Obligation for such year.
Sewer Revenue Bond Reserve Account
The Ordinance requires that the City make deposits in amounts sufficient so that the balance in
the Sewer Revenue Bond Reserve Account is equal to the maximum annual debt service on the 2006
Bonds, the Bonds (or such lesser maximum amount as shall be required or permitted under applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code")) and any Additional Bonds
outstanding (the "Reserve Account Requirement"). I.n the case of the Bonds, the maximum deposit
permitted by the Code into the Sewer Revenue Bond Reserve Account equals the maximum annual debt
service on the Bonds net of the Subsidy Payments. Upon the issuance of the Bonds, the balance in the
Sewer Revenue Bond Reserve Account will be at least equal to the Reserve Account Requirement.
4840-4072-0389.5 9
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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
•
Effective January 1
2010 2011 2012 2013 2014
(a) The customer charge
is as follows:
(1)(a) For residential sewer service users,
per month $9.19 $11.26 $14.61 $18.54 $23.45
(b) For commercial residential sewer
service users,per month 9.19 11.26 14.61 18.54 23.45
(2)For general commercial sewer service
users,per month 9.97 11.90 15.28 19.23 24.17
(3)For large commercial sewer service
users,per month 9.97 11.91 15.30 19.26 24.22
(4)For general industrial sewer service
users,per month 462.61 598.48 632.94 667.54 706.91
(5)For large industrial sewer service users,
per month 462.61 598.48 632.94 667.54 706.91
(6)For bulk I sewer service users,per
account,per month 458.38 332.38 352.27 372.76 396.31
(7)For bulk II sewer service users,per
account,per month 2.28 2.57 3.01 3.26 3.53
(b) The flow charge for all sewer service users,
except bulk I,shall be per 100 cubic feet 0.862 1.052 1.301 1.597 1.968
The flow charge for bulk 1 sewer service
users shall be,per 100 cubic feet 0.588 0.752 0.951 1.220 1.551
(c) The abnormal charge for all sewer service
users shall be the sums of the following:
(1)For abnormal suspended solids,per ton 192.69 199.05 211.22 220.47 239.68
(2)For abnormal BOD,per ton 326.48 325.65 350.10 367.22 399.73
(3)For abnormal grease,per ton - - - - -
(d) The charge per day for extra sampling days
shall be 473.31 527.68 555.78 586.10 618.90
(e) The charge for installation of a temporary
primary device 983.67 1034.79 1089.88 1149.35 1213.66
(f) Industrial pretreatment monitoring charge,
per month 64.44 63.59 66.96 70.28 74.01
(g) The charge for septic tank contents disposal
shall be,per 1,000 gallons 22.18 22.80 24.57 26.02 28.61
(h) City of Omaha hand-billing charge 8.20 8.63 9.09 9.58 10.12
The sewer service charges prescribed by the Rate Ordinance are applicable to water use per meter
readings taken or estimates calculated January 1 through December 31 of the calendar year indicated at
the top of each column above except for the year 2014, which will remain applicable until the Rate
Ordinance is amended.
The sewer service charges provided by the Rate Ordinance for the years 2010, 2011, 2012, 2013
and 2014 may be reallocated among the components of the charge, specifically the customer charge, flow
charge and abnormal charge, when and if it is determined that the allocations provided for by the Rate
4840-4072-0389.5 12
e user may not be less than the
customer charge. Ordinance No. 38427 (the "Rate Ordinance"), passed June 2, 2009, established for the
fiscal years 2010 to 2014, inclusive,the schedule of charges set forth in the following table.
Sewer Service Rate Schedule
4840-4072-0389.5 1 I
ues at least equal to 110% of the Aggregate Debt Service Requirement (as hereinafter defined) for
such year on all 2006 Bonds, the Bonds, any Additional Bonds, the Elkhorn Bonds and the NDEQ Notes
then outstanding, after deducting from such Revenues all costs of operation and maintenance and
payments made in respect of the 2002 Bond Obligation for such year.
Sewer Revenue Bond Reserve Account
The Ordinance requires that the City make deposits in amounts sufficient so that the balance in
the Sewer Revenue Bond Reserve Account is equal to the maximum annual debt service on the 2006
Bonds, the Bonds (or such lesser maximum amount as shall be required or permitted under applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code")) and any Additional Bonds
outstanding (the "Reserve Account Requirement"). I.n the case of the Bonds, the maximum deposit
permitted by the Code into the Sewer Revenue Bond Reserve Account equals the maximum annual debt
service on the Bonds net of the Subsidy Payments. Upon the issuance of the Bonds, the balance in the
Sewer Revenue Bond Reserve Account will be at least equal to the Reserve Account Requirement.
4840-4072-0389.5 9
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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
Ordinance should be amended to provide for an equitable distribution of the costs of providing such
service.
Nebraska Department of Environmental Quality Loan Notes
The City has entered into and there remain outstanding three revolving loan contracts
(collectively, the "NDEQ Notes") with the Nebraska Department of Environmental Quality ("NDEQ"),
the proceeds of which are being used to improve the City's wastewater treatment facilities and to finance
the construction of sewer separation improvements. The City has pledged its Revenues to the repayment
of the NDEQ Notes. The 2006 Bonds, the Bonds, any Additional Bonds and the Elkhorn Bonds are
secured by the lien on the Revenues on a parity with the NDEQ Notes. See "SECURITY FOR AND
SOURCE OF PAYMENT OF BONDS" herein. The three NDEQ Notes include (a)a 10-year
$10,000,000 loan dated April 5, 2001, bearing interest on drawndown amounts (including NDEQ fees) of
4% per annum; (b)a 20-year $20,000,000 loan dated July 18, 2003, bearing interest on drawndown
amounts (including NDEQ fees) of 4.50% per annum; and (c)a 20-year $12,100,000 loan dated
September 29, 2005, bearing interest on drawndown amounts (including NDEQ fees) of 5% per annum.
The City plans to enter into two additional revolving loan contracts with NDEQ during the first quarter of
2010 in the aggregate principal amount of$15,000,000, and may enter into further such contracts in the
future. Such additional revolving loan contracts will be secured on a parity with the 2006 Bonds, the
Bonds,any Additional Bonds,the Elkhorn Bonds and the NDEQ Notes.
Construction Program
In addition to the System improvements undertaken in respect of the CSO mandates, Omaha's
Capital Improvement Plan (CIP) includes funding for a number of other necessary construction projects.
The 2010-2015 Omaha CIP lists the following capital projects, which are to be funded directly from
Revenues or by bonds including Additional Bonds,to be repaid from Revenues:
• Sewer Separation Projects
o Replacement or rehabilitation of old or inadequate combined sewers
o Projects that encourage infill and redevelopment
o Localized elimination of sewer backups and increase sewer capacity
• Capital Asset Replacement Program
o Digester rehabilitation
o Clarifier, solids handlings and pumping improvements
o Odor control enhancements
o Plant influent piping replacements
o Lift station and grit removal upgrades
• Sewer Reconstruction and Rehabilitation
o Repair of failed sewer lines
o Rehabilitation of aging or un-maintainable sewers and manholes
4840-4072-0389.5
13
ided for by the Rate
4840-4072-0389.5 12
e user may not be less than the
customer charge. Ordinance No. 38427 (the "Rate Ordinance"), passed June 2, 2009, established for the
fiscal years 2010 to 2014, inclusive,the schedule of charges set forth in the following table.
Sewer Service Rate Schedule
4840-4072-0389.5 1 I
ues at least equal to 110% of the Aggregate Debt Service Requirement (as hereinafter defined) for
such year on all 2006 Bonds, the Bonds, any Additional Bonds, the Elkhorn Bonds and the NDEQ Notes
then outstanding, after deducting from such Revenues all costs of operation and maintenance and
payments made in respect of the 2002 Bond Obligation for such year.
Sewer Revenue Bond Reserve Account
The Ordinance requires that the City make deposits in amounts sufficient so that the balance in
the Sewer Revenue Bond Reserve Account is equal to the maximum annual debt service on the 2006
Bonds, the Bonds (or such lesser maximum amount as shall be required or permitted under applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code")) and any Additional Bonds
outstanding (the "Reserve Account Requirement"). I.n the case of the Bonds, the maximum deposit
permitted by the Code into the Sewer Revenue Bond Reserve Account equals the maximum annual debt
service on the Bonds net of the Subsidy Payments. Upon the issuance of the Bonds, the balance in the
Sewer Revenue Bond Reserve Account will be at least equal to the Reserve Account Requirement.
4840-4072-0389.5 9
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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
•
REVENUE EARNED FROM COST-OF-SERVICE RATES
(Fiscal Year 2010 Projection)
Revenue Earned from Cost-of-Service Rates
Fiscal Year 2010 Projection
Customer Class Flow(CCF) Total Flow Revenue No.of Bills Service Charge Revenue Total Revenue
Inside City Gen.Residential(Class 1 &2) 8,556,527.00 $ 7,375,726.27 1,412,172 $ 12,977,860.68 $20,353,586.95
Inside City General Commercial(Class 3) 9,147,635.00 $ 7,885,261.37 140,208 $ 1,397,873.76 $ 9,283,135.13
Inside City Large Commercial(Class 4) 1,357,172.00 $ 1,169,882.26 840 $ 8,374.80 $ 1,178,257.06
Inside City Large Industrial(Class 6&7) 2,991,742.00 $ 2,578,881.60 312 $ 144,334.32 $ 2,723,215.92
Outside City Gen.Residential(Class 1&2) 2,621,048.00 $ 2,259,343.38 428,556 $ 3,938,429.64 $ 6,197,773.02
Outside City General Commercial(Class 3) 820,078.00 $ 706,907.24 10,752 $ 107,197.44 $ 814,104.68
Outside City Large Commercial(Class 4) 285,529.00 $ 246,126.00 84 $ 837.48 $ 246,963.48
Outside City Large Industrial(Class 6&7) 80,495.00 $ 69,386.69 24 $ 11,102.64 $ 80,489.33
Bulk 1 2,437,652.00 $ 1,433,339.38 120 $ 55,005.60 $ 1,488,344.98
Bulk 2 2,635,572.00 $ 1,549,716.34 281,464 $ 641,737.92 $ 2,191,454.26
Pretreatment NPP - $ - 240 $ 15,465.60 $ 15,465.60
Extra Monitoring - $ - - $ - $ -
Inflow&Infiltration Treated 11,256,516.51 $ - - $ - $ -
Inflow&Infiltration Untreated 8,587,087.29 $ - - $ ' - $ -
Extra-Strength Surcharge - $ - - $ - $ 4,780,652.58
Totals 50,777,053.80 $ 25,274,570.52 2,274,772 $ 19,298,219.88 $49,353,442.98
Note: The rate ordinance was developed using higher revenue requirements than currently projected based on revisions to the Wastewater
Utility's long-term financial plan.
Source: City of Omaha,Nebraska.
NUMBER OF CUSTOMERS—COLLECTION RECORD
12 Months 12 Months 12 Months 12 Months 12 Months
Average Average Average Average Average
2004 2005 2006 2007 2008
#of Customers.' 152,069 152,685 159,248 168,217 165,807
Average Monthly
Billing' $16.80 $17.03 $17.19 $18.21 $18.96 •
Average Monthly
Delinquency(Net)' 7,708 9,087 11,993 14,445 25,001
Collection Factor 0.997 0.997 0.996 0.995 0.992
.'Source: City of Omaha,Nebraska.
4840-4072-0389.5 14
13
ided for by the Rate
4840-4072-0389.5 12
e user may not be less than the
customer charge. Ordinance No. 38427 (the "Rate Ordinance"), passed June 2, 2009, established for the
fiscal years 2010 to 2014, inclusive,the schedule of charges set forth in the following table.
Sewer Service Rate Schedule
4840-4072-0389.5 1 I
ues at least equal to 110% of the Aggregate Debt Service Requirement (as hereinafter defined) for
such year on all 2006 Bonds, the Bonds, any Additional Bonds, the Elkhorn Bonds and the NDEQ Notes
then outstanding, after deducting from such Revenues all costs of operation and maintenance and
payments made in respect of the 2002 Bond Obligation for such year.
Sewer Revenue Bond Reserve Account
The Ordinance requires that the City make deposits in amounts sufficient so that the balance in
the Sewer Revenue Bond Reserve Account is equal to the maximum annual debt service on the 2006
Bonds, the Bonds (or such lesser maximum amount as shall be required or permitted under applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code")) and any Additional Bonds
outstanding (the "Reserve Account Requirement"). I.n the case of the Bonds, the maximum deposit
permitted by the Code into the Sewer Revenue Bond Reserve Account equals the maximum annual debt
service on the Bonds net of the Subsidy Payments. Upon the issuance of the Bonds, the balance in the
Sewer Revenue Bond Reserve Account will be at least equal to the Reserve Account Requirement.
4840-4072-0389.5 9
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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
•
CITY OF OMAHA,NEBRASKA
STATEMENT OF REVENUE,EXPENDITURES AND CHANGES IN FUND NET ASSETS
SEWER REVENUE FUND
Five Years ended December 31,2008
2004 2005 2006 2007 2008
Operating revenue:
Service charges $32,150,414 $33,270,697 $34,876,357 $38,474,534 $41,194,630
Total operating revenues 32,150,414 33,270,697 34,876,357 38,474,534 41,194,630
Operating expenses:
Personal services 9,468,021 7,731,419 8,297,078 9,697,991 10,921,710
Outside services 7,727,598 7,937,280 7,950,487 802,298 5,479,893
Operation and Maintenance 3,271,433 5,650,324 5,368,539 12,705,482 9,772,969
Cost of sales and services 1,605,879 2,196,073 2,818,609 2,942,863 3,206,721
Depreciation and amortization 11,576,582 13,044,239 13,175,110 14,277,185 14,997,267
Total operating expenses 33,649,513 36,559,335 37,609,823 40,425,819 44,378,560
Operating income(loss) (1,499,099) (3,288,638) (2,733,466) (1,951,285) (3,183,930)
Nonoperating revenues(expenses):
Investment earnings 31,868 9,000 (116,415) 2,098,512 774,496
Miscellaneous Rent and Royalties - 58,041 16,153 12,188 13,355
Interest expense (1,531,812) (1,525,046) (1,972,823) (5,082,398) (5,154,634)
Gain(loss)on sale of fixed assets 2,125 2,761 - - -
Total nonoperating revenues
(expenses) (1,497,819) (1,455,244) (2,073,085) (2,971,698) (4,366,783)
Income(loss)before
Contributions and.transfers (2,996,918) (4,743,882) (4,806,551) (4,922,983) (7,550,713)
Capital contributions 2,278,016 5,795,266 9,011,366 4,474,536 4,551,927
Transfers in 173,655 89,114 - 1,635,123 504,148
Transfers out (50,000) (50,000) (50,000) (250,000) (86,932)
Change in net assets (595,247) 1,090,498 4,154,815 936,676 (2,581,570)
Net assets at beginning of year 282,357,189 281,761,942 282,852,440 292,677,065 293,613,741
Net assets at end of year $281,761,942 $282,852,440 $287,007,255 $293,613,741 $291,032,171
Note:The Net Assets beginning balance was restated in 2007 due the mid year annexation of the City of Elkhorn.
Source: Records of Finance Department,City of Omaha
4840-4072-0389.5 15
ction Factor 0.997 0.997 0.996 0.995 0.992
.'Source: City of Omaha,Nebraska.
4840-4072-0389.5 14
13
ided for by the Rate
4840-4072-0389.5 12
e user may not be less than the
customer charge. Ordinance No. 38427 (the "Rate Ordinance"), passed June 2, 2009, established for the
fiscal years 2010 to 2014, inclusive,the schedule of charges set forth in the following table.
Sewer Service Rate Schedule
4840-4072-0389.5 1 I
ues at least equal to 110% of the Aggregate Debt Service Requirement (as hereinafter defined) for
such year on all 2006 Bonds, the Bonds, any Additional Bonds, the Elkhorn Bonds and the NDEQ Notes
then outstanding, after deducting from such Revenues all costs of operation and maintenance and
payments made in respect of the 2002 Bond Obligation for such year.
Sewer Revenue Bond Reserve Account
The Ordinance requires that the City make deposits in amounts sufficient so that the balance in
the Sewer Revenue Bond Reserve Account is equal to the maximum annual debt service on the 2006
Bonds, the Bonds (or such lesser maximum amount as shall be required or permitted under applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code")) and any Additional Bonds
outstanding (the "Reserve Account Requirement"). I.n the case of the Bonds, the maximum deposit
permitted by the Code into the Sewer Revenue Bond Reserve Account equals the maximum annual debt
service on the Bonds net of the Subsidy Payments. Upon the issuance of the Bonds, the balance in the
Sewer Revenue Bond Reserve Account will be at least equal to the Reserve Account Requirement.
4840-4072-0389.5 9
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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
CITY OF OMAHA,NEBRASKA
STATEMENT OF FUND NET ASSETS-SEWER REVENUE FUND
Five Years Ended December 31,2008
Assets 2004 2005 2006 2007 2008
Current Assets: .
Cash and cash equivalents $3,167,627 $2,644,362 $11,265,984 $28,562,643 $22,754,120
Investments 4,991,000 - 47,552,666 18,184,863 6,690,323 j
Accounts receivable(net of allowance
for uncollectibles) - 273,890 3,098,962 3,923,304 4,289,930
•
Prepaid assets - - - 3,197 -
Due from other funds 437,472 219,432 - 150,894 206,001 •
Due from other governments 2,210,927 2,544,250 - - -
Accrued interest - - - - 9,264
Inventories 963,452 878,711 733,734 702,969 787,507
Total current assets 11,770,478 6,560,645 62,651,346 51,527,870 34,737,145
Noncurrent assets
Restricted assets: •
Investments - - 3,309,677 . 3,309,677 3,309,677
Deposits with trustee - - 428,363 - -
Deferred charges 259,462 244,200 807,635 792,170 764,134
Total noncurrent assets 259,462 244,200 4,545,675 4,101,847 4,073,811
Capital assets:
Land 1,306,857 1,306,857 2,216,860 2,525,422 2,682,270
Buildings and systems 459,457,130 486,909,853 517,949,911 562,405,901 578,380,528
Machinery and Equipment 13,784,069 14,441,087 15,134,562 15,955,554 16,907,916
Construction in progress 42,336,053 40,469,936 35,722,218 32,216,512 45,783,909
516,884,109 543,127,733 571,023,551 613,103,389 643,754,623
Less accumulated depreciation 209,278,104 222,322,344 235,497,454 253,774,818 270,654,681
Capital assets, net 307,606,005 320,805,389 335,526,097 359,328,571 373,099,942
Total noncurrent assets 307,865,467 321,049,589 340,071,772 363,430;418 377,173,753
Total Assets 319,635,945 327,610,234 402,723,118 414,958,288 411,910,898
•
Liabilities and Net Assets
Current liabilities:
Accounts payable and other 1,855,098 3,003,999 3,956,359 3,647,242 5,400,482
Current installments of long-term debt 1,956,578 2,172,776 2,335,411 3,832,682 3,968,039
Retainage Payable - - - - -
Workers'compensation and healthcare claims 547,409 398,696 298,583 366,032 437,679
Accrued interest payable 460,302 465,368 692,984 696,461 770,539
Due to other funds 305,248 - - - 26,759
Compensated absences 78,235 59,559 119,119 73,583 73,513
Total current liabilities 5,202,870 6,100,398 7,402,456 8,616,000 10,677,011
Noncurrent liabilities:
Long-term debt,excluding current installments 30,804,079 35,969,545 105,300,055 108,551,088 104,583,049
Pension obligations - 1,127,492 1,471,962 1,744,283 2,184,420
Post retirement benefit obligation - - - 620,687 1,563,339
Workers'compensation and healthcare claims 380,585 428,728 323,465 414,416 474,152
Compensated absences 1,486,469 1,131,631 1,217,925 1,398,073 1,396,756
Total noncurrent liabilities 32,671,133 38,657,396 108,313,407 112,728,547 110,201,716
Total liabilities 37,874,003 44,757,794 115,715,863 121,344,547 120,878,727
Net assets:
Invested in capital assets, net of related debt 275,392,855 282,907,268 273,412,939 247,736,971 264,586,588
Restricted for debt service - - 3,309,677 3,309,677 -
Unrestricted 6,369,087 (54,828) 10,284,639 42,567,093 26,445,583
Total net assets 281,761,942 282,852,440 287,007,255 293,613,741 291,032,171
Total liabilities and net assets $319,635,945 $327,610,234 $402,723,118 $414,958,288 $411,910,898
Source: Records of Finance Department, City of Omaha
4840-4072-0389.5 16
s, 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.
4840-4072-0389.5 4
the City by Paul D. Kratz,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
•
CITY OF OMAHA,NEBRASKA
• STATEMENT OF CASH FLOWS-SEWER REVENUE FUND
Five Years Ended December 31,2008
2004 2005 2006 2007 2008
Cash flows from operating activities:
Receipts from customers $33,116,706 $32,939,566 $34,831,118 $37,733,561 $40,828,004
Payments to suppliers (13,080,986) (14,749,959) (8,218,672) (16,728,995) (16,753,147)
Payments to employees (9,060,961) (7,183,335) (14,833,756) (8,511,971) (9,408,925)
Net cash provided by(used in)operating activities 10,974,759 11,006,272 11,778,690 12,492,595 14,665,932
Cash flows provided by noncapital financing activities:
Transfers in/out 123,655 39,114 (50,000) 1,385,123 417,216
Advances from other funds - - - (150,894) (28,348)
Net cash provided by noncapital financing activities 123,655 39,114 (50,000) 1,234,229 388,868
Cash flows from capital and related financing activities:
Capital expenditures (9,278,528) (26,243,624) (27,895,817) (26,588,593) (24,216,711)
Capital contributions 2,278,016 5.795,266 9,011,366 - -
Proceeds from sale of fixed assets 2,125 2,761 - 12,188 -
Deferred charges - - - (556) (6,501)
Miscellaneous rents and royalties - - - - 13,355
Payments on long-term debt (443,976) (463,187) (481,458) (2,436,679) (1,655,818)
Payments on notes payable (1,487,511) (1,439,030) (1,994,396) - (2,176,864)
Issuance of long-term debt - - 54,890,218 - -
Issuance of notes payable 2,953,973 7,291,197 17,908,940 5.767,716 -
Bond issuance costs - - (807,635) - -
Interest Paid (1,745,792) (1,512,034) (2,558,781) (5,078,921) (5,080,556)
Net cash used in capital and related
financing activities (7,721,693) (16,568,651) 48,072,437 (28,324,845) (33,123,095)
Cash flows from investing activities:
Proceeds from sales of investment securities - 4,991,000 - 29,796,168 11,494,540
Purchase of investment securities (4,991,000) - (51,290,706) - -
Interest received 31,868 9,000 111,201 2,098,512 765,232
Net cash provided by(used in)investing activities (4,959,132) 5,000,000 (51,179,505) 31,894,680 12,259,772
Net increase(decrease)in cash and
cash equivalents (1,582,411) (523,265) 8,621,622 17,296,659 (5,808,523)
Cash and cash equivalents,beginning of year 4,750,038 3,167,627 2,644,362 11,265,984 28,562,643
Cash and cash equivalents,end of year 3,167,627 2,644,362 11,265,984 28,562,643 22,754,120
Supplemental disclosure of noncash investing and
financing activities:
Annexation of Elkhorn:
Capital asset additions - - - 4,482,575 -
Liabilities assumed - - - (1,455,000) -
Other assets - - - 88,272 -
-- - - 3,115,847 -
Reconciliation of operating loss to net cash
provided by(used in)operating activities:
Operating income(loss) (1,499,099) (3,288,638) (2,733,466) (1,951,285) (3,183,930)
Adjustments to reconcile operating income(loss)to net
cash provided by(used in)operating activities:
Depreciation and amortization 11,576,582 13,044,240 13,175,110 14,277,185 14,997,267
Cash flows impacted by changes in:
Amounts due from customers and others 746,860 2,190 (2,589,489) (740,973) -
Accounts receivable - - - - (366,626)
Inventories 11,146 84,741 144,977 30,765 (84,538)
Due from other governments 219,432 (333.323) 2,544,250 - -
Other assets - - - - -
Accounts Payable and other (241,726) 843,653 1,158,902 (309,117) 1,790,904
Retainage payable
Claims Payable 55,190 (100,570) (105,263) 158,400 131,383
Due to other funds - - - - -
Pension obligation - 1,127,492 344,470 272,321 440,137
Postretirement benefit obligation - - - 620,687 942,652
Accrued expenses 106,374 (373,513) (160,801) 134,612 (1,317)
Net cash provided by(used in)
operating activities $10,974,759 $11,006,272 $11,778,690 $12,492,595 $14,665,932
Source:Records of Finance Department,City of Omaha
i
4840-4072-0389.5 17
z,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
DEBT SERVICE REQUIREMENTS [TO BE UPDATED]
The aggregate annual debt service requirements on the 2002 Bonds, 2006 Bonds, the Bonds, the •
Elkhorn Bonds and the NDEQ Notes are shown below:
OUTSTANDING INDEBTEDNESS SERIES 2009 BONDS
FISCAL ANNUAL ANNUAL ANNUAL ANNUAL ANNUAL ANNUAL
YEAR INTEREST PRINCIPAL DEBT SERVICE INTEREST PRINCIPAL DEBT SERVICE TOTAL
2009 $4,918,314 $3,968,039 $8,886,353 - - - $8,886,353
• 2010 $4,749,743 4,110,945 8,860,688 $1,065,373 $655,000 $1,720,373 $10,581,061
2011 $4,573,951 4,255,758 8,829,709 1,087,156 635,000 1,722,156 $10,551,865
2012 $4,389,331 4,418,301 8,807,632 1,078,901 650,000 1,728,901 $10,536,532
2013 $4,192,553 4,571,404 8,763,956 1,070,451 660,000 1,730,451 $10,494,407
2014 $3,995,208 3,363,699 7,358,907 1,058,224 675,000 1,733,224 $9,092,131
2015 $3,837,107 3,507,342 7,344,449 1,043,526 685,000 1,728,526 $9,072,976
2016 $3,663,126 3,663,045 7,326,171 1,026,384 705,000 1,731,384 $9,057,554
2017 $3,479,449 3,830,153 7,309,602 1,006,909 725,000 1,731,909 $9,041,510
2018 $3,310,426 3,165,619 6,476,045 985,702 745,000 1,730,702 $8,206,748
2019 $3,171,326 3,284,554 6,455,881 962,458 770,000 1,732,458 $8,188,339
2020 $3,025,121 3,415,875 6,440,996 937,433 795,000 1,732,433 $8,173,429 •
2021 $2,871,132 3,549,672 6,420,804 910,820 820,000 1,730,820 $8,151,625
2022 $2,698,894 3,701,037 6,399,931 882,838 850,000 1,732,838 $8,132,769
2023 $2,527,819 3,855,066 6,382,885 853,279 875,000 1,728,279 $8,111,164
2024 $2,347,401 4,011,860 6,359,261. 822,283 910,000 1,732,283 $8,091,543
2025 $2,157,295 4,181,522 6,338,818 785,610 945,000 1,730,610 $8,069,427
2026 $1,933,305 4,550,910 6,484,215 747,526 985,000 1,732,526 $8,216,741
2027 $1,727,512 3,864,676 5,592,188 707,831 1,025,000 1,732,831 $7,325,018
2028 $1,545,875 4,044,325 5,590,200 • 666,523 1,065,000 1,731,523 $7,321,723
2029 $1,355,657 4,235,378 5,591,035 • 623,604 1,105,000 1,728,604 $7,319,638
2030 $1,156,367 4,435,699 5,592,066 579,072 1,150,000 1,729,072 $7,321,138
2031 $941,511 4,650,290 5,591,801 531,232 1,200,000 1,731,232 $7,323,033
2032 $716,130 4,878,418 5,594,548 481,312 1,250,000 1,731,312 $7,325,860
2033 $539,775 2,770,000 3,309,775 429,312 1,300,000 1,729,312 $5,039,087
2034 $415,127 2,895,000 3,310,127 375,232 1,355,000 1,730,232 $5,040,359
2035 $284,850 3,025,000 3,309,850 318,864 1,410,000 1,728,864 $5,038,714
2036 $148,725 3,305,000 3,453,725 260,208 1,470,000 1,730,208 $5,183,933
2037 - - - 199,056 1,530,000 1,729,056 $1,729,056
2038 - - - 135,408 1,595,000 1,730,408 $1,730,408
2039 - - - 69,056 1,660,000 1,729,056 . $1,729,056
$70,673,027 $ 107,508,588 $ 178,181,616 $21,701,580 $30,200,000 $51,901,580 $221,196,842
*Net Interest Cost Estimated at 3.97%
•
•
•
4840-4072-0389.5 18
902 (309,117) 1,790,904
Retainage payable
Claims Payable 55,190 (100,570) (105,263) 158,400 131,383
Due to other funds - - - - -
Pension obligation - 1,127,492 344,470 272,321 440,137
Postretirement benefit obligation - - - 620,687 942,652
Accrued expenses 106,374 (373,513) (160,801) 134,612 (1,317)
Net cash provided by(used in)
operating activities $10,974,759 $11,006,272 $11,778,690 $12,492,595 $14,665,932
Source:Records of Finance Department,City of Omaha
i
4840-4072-0389.5 17
z,Esq.,City Attorney. It is expected that
delivery of the Bonds will be made on or about December 10,2009 at DTC in New York,New York against payment therefor.
DAVIDSON
COMPANIES D.A.Davidson & Co.
CO
member SIPC
November 24,2009
•
4840-4072-0389.5 •
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Projected Financial Information
The projected financial information set forth above has been prepared by management of the City
of Omaha, Nebraska and its consultant, Red Oak Consulting, to present the projected revenues, expenses
and debt service of the City's Sewer Revenue Fund. The projection is based on management's
assumptions reflecting conditions it expects to exist and the course of action it expects to take during the
projection period. Management of the City of Omaha, Nebraska is responsible for representations about
its plans and expectations and for disclosure of significant information that might affect the ultimate
realization of the projected results. There will usually be differences between projected and actual results
because events and circumstances frequently do not occur as expected, and those differences may be
material.
The City's independent auditors have not compiled, examined or performed any procedures with
respect to the accompanying projected financial information or expressed any assurance of any kind on it
or its achievability.
THE ORDINANCE
The following is a summary of certain provisions of the Ordinance. Reference should be made to
the Ordinance itself for a complete statement of its provisions.
Additional Bonds
The City will be entitled to issue and incur indebtedness secured on a parity with the 2006 Bonds
and the Bonds to refund any outstanding 2006 Bonds, Bonds or Additional Bonds or to pay the cost of
constructing or completing the construction of any future extensions and improvements to, and equipping
of, the System which are described in a subsequent resolution or ordinance of the Council (the
"Improvements"). The Bonds are Additional Bonds under the General Ordinance, secured on a parity
with the 2006 Bonds.
Prior to issuing Additional Bonds to pay the cost of completing Improvements to the System with
respect to which the City has previously issued bonds, the City Council shall find and determine that the
aggregate principal amount of the Additional Bonds shall not exceed the amount required to complete the
Improvements, to pay the costs of issuance and to provide for payments into the Sewer Revenue Bond
Reserve Account in the Sewer Revenue Fund, as provided in the Ordinance, and shall deposit the
proceeds of the Additional Bonds in the Construction Account created pursuant to the Ordinance.
Prior to issuing Additional Bonds to pay the cost of constructing future Improvements to the
System, the City must obtain a certificate of an independent certified public accountant or firm of
independent certified public accountants stating that the Net Revenues (as defined below) of the System
for 12 consecutive months out of the 24 months preceding the month in which the Additional Bonds are
taken up and paid for shall have at least been 1.25 times the maximum Aggregate Debt Service
Requirement in any future fiscal year on all 2006 Bonds, Bonds, Elkhorn Bonds and NDEQ Notes then
outstanding (less any Bonds to be refunded) and the Additional Bonds proposed to be issued; provided,
however, if new rates and charges have been established during the completed 12 months immediately
preceding the issuance of the Additional Bonds, the Net Revenues of the Sanitary Sewerage System may
be adjusted (and shall be adjusted if such new rates and charges represent a net reduction of the former
rates and charges) by applying the new rates as if such rates had been in effect for the entire 12-month
period.
4840-4072-0389.5 20
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The consent of National Public Finance Guarantee Corporation(the reinsurer of the 2006 Bonds)
must be obtained prior to the issuance of any Additional Bonds, including the Bonds.
"Net Revenues" means the Revenues of the System after deducting therefrom all operation and
maintenance expenses and the City's payments for the 2002 Bond Obligation, adjusted (i) in the case of
the certification of the independent certified public accountant required by the preceding paragraph to
reflect, throughout the period to which such certification pertains, any increases in the rates and charges
for the use and services of the System imposed during such period or imposed thereafter and prior to the
issuance of the proposed Additional Bonds.
"Aggregate Debt Service Requirement" for any calendar or fiscal year with respect to any series
of Bonds means the total of(i)the interest on all such Bonds outstanding accruing during such year, less
the amount of such interest for which payment is provided from accrued interest received on the sale of
such Bonds or as capitalized interest from the proceeds of such Bonds and (ii)the amount required to be
paid or credited during such year to the Principal Account to provide for the retirement of any of such
Bonds.
Subordinated Indebtedness
The City may incur indebtedness secured by a lien on Revenues subordinate to that securing the
2006 Bonds,the Bonds,the Elkhorn Bonds and the NDEQ Notes.
Additional Covenants
Arbitrage Covenant. The City covenants in the Ordinance not to use the proceeds of the Bonds
in a manner that would cause the Bonds to be "arbitrage bonds" under Section 148 of the Code. To that
end, the City shall comply throughout the term of the Bonds with the requirements of said Section 148 of
the Code and the applicable regulations of the Internal Revenue Service adopted thereunder.
Insurance. The City covenants in the Ordinance to carry insurance on the works, plants,
facilities and properties comprising the System of the kinds, against such risks, accidents or casualties,
and in at least the amounts, which are usually and customarily carried upon similar plants, properties and
systems, including, without limiting the generality of the foregoing, fire, extended coverage and general
liability, and also all additional insurance covering such risks as shall be deemed necessary or desirable
by the City or recommended by a competent independent engineer employed for the purpose of making
such recommendations. The City may be the self-insurer against all or any of the risks, accidents or
casualties for which insurance is required to be carried pursuant to the immediately preceding sentence.
The proceeds of any and all policies for general liability shall be paid into the Sewer Revenue Fund and
used in paying the claims (which shall be considered operation and maintenance expenses within the
meaning of part FIRST under the caption "Flow of Revenues" herein) on account of which they were
received. All moneys received for other losses under such insurance policies shall be credited to the
Sewer Revenue Fund and used only for making good the loss or damage (which shall be considered a
replacement expense within the meaning of part FIFTH under the caption "Flow of Revenues" herein) in
respect to which they were paid, either by repairing the property damaged or replacing the property
destroyed, and provision for making good such loss or damage shall be made within 90 days from the
date of the loss. Surplus insurance proceeds remaining after the loss and damage covered thereby have
been satisfied or restored shall, unless already credited to the Sewer Revenue Improvement Account, be
deposited in the Sewer Revenue Improvement Account and applied as are other moneys credited to said
Account. The payment of premiums for all insurance policies required under the provisions of this
Section shall be considered an operation and maintenance expense.
4840-4072-0389.5 21
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Books and Accounts;Independent Audit. The City covenants in the Ordinance to keep or cause
to be kept, separate and apart from all other records and accounts, proper books and accounts showing
correct and complete entries of all financial transactions pertaining to the System and also such other
books and accounts which may otherwise be required by law. The holders of any of the Bonds or of any
Additional Bonds or any duly authorized agent or agents of such holders shall have the right at any and all
reasonable times to inspect such books, records and accounts and to inspect the System. Within 270 days
following the close of each fiscal year, the City shall cause an audit of such books and accounts to be
completed and issued by an independent certified public accountant or a firm of independent certified
public accountants,showing the receipts and disbursements for and on account of the System.
All expenses incurred in the making of the aforesaid audit shall be regarded and paid as an
operation and maintenance expense. A copy of each such audit shall be available for inspection at any
time by the holder of any Bond or Additional Bond, or his agent, and a summary thereof shall be
furnished to the holder of any of said Bonds at his request.
Additional Covenants of the City. The City (i) shall proceed with all reasonable dispatch with
any Improvements to be financed from the proceeds of Additional Bonds; (ii) shall obtain all franchises,
licenses and permits necessary to the operation of the System as are or may be required by applicable law,
and shall file, with such governmental boards,agencies and bodies where such filing is required by law,
all statements, maps and other documents as may be required by law; (iii) shall continuously operate the
System as a revenue-producing facility; (iv) shall maintain the System in good repair and working order
and condition, including the making of all renovations, repairs, renewals, replacements, equippings and
furnishings thereto, necessary or advisable to maintain and produce the Revenues required by and for the
purposes of the Ordinance; (v) shall retain management of, and control over, the System and all functions
associated with, inherent in or incidental to such management and control, including(without limiting the
generality of the foregoing), in such functions, control over the imposition of rates and charges for the use
and services of the System, control over the collection, receipt, application and disbursement of the
Revenues of the System and over the authorization of such disbursements and control over the planning,
authorization and making of repairs, renewals, replacements, renovations, additions, extensions,
furnishings and equippings to the System; and(vi) shall not abandon, sell or otherwise dispose of, lease or
transfer possession of or mortgage or otherwise encumber the System or any plant or property thereof;
provided, however, the foregoing provisions of this section shall not prevent or prohibit the City from
leasing, selling or otherwise disposing of any property which in the judgment of the City is no longer
useful or profitable in the operation of the System, or necessary to produce or maintain the Revenues
thereof, or which is to be or has been replaced by other property or equipment so as not to impair the
operations of the System. Any money received from such disposition may be used to acquire or construct
new properties or equipment to replace the properties or equipment disposed of or to acquire or construct
other new properties to constitute part of the System, and the surplus, if any, shall be credited to the
Sewer Revenue Fund to be applied as are other moneys credited to said Fund.
Investment of Moneys
Moneys on deposit in the Sewer Revenue Fund may, to the extent practicable and reasonable, be
invested in Investment Securities (as defined below). Moneys credited to the Sewer Revenue Bond
Reserve Account shall, to the extent reasonable and practicable, be invested in Investment Securities
maturing by not later than 10 years from the date of such investment. All interest and income from
investments made pursuant to the foregoing provision of this section shall, when realized and collected,
be credited to the Sewer Revenue Fund and used and applied in the manner and for the same purposes as
are other moneys in that Fund. Moneys held in any fund or account created or established in proceedings
authorizing the issuance of Additional Bonds or created or established in any other ordinance or
4840-4072-0389.5 22
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resolution supplemental hereto may be invested, and the earnings on such investments applied, as
provided in such proceedings, ordinances or resolutions.
Unless invested as aforesaid, all moneys in the foregoing funds and accounts and subaccounts
shall be secured in the manner provided by law for the securing of public funds of cities of the class of
which the City is one.
Until used and applied. in accordance with the Ordinance and any ordinance or resolution
supplemental thereto, all moneys held in the Sewer Revenue Fund, including any of the accounts therein,
all moneys held in the Construction Account and all moneys held in any other funds and accounts created
or established in any proceedings authorizing the issuance of additional Bonds or created or established in
any other ordinances or resolutions supplemental thereto and the securities in which such moneys may
from time to time be invested shall be held in trust for the equal and ratable benefit and security of the
holders of the Bonds and Additional Bonds then outstanding. All moneys held by any paying agent for
the payment of principal, interest and premium of said Bonds, including any moneys held by the City
Treasurer for such purpose, shall be held by such agent or treasurer in trust for the equal and ratable
benefit and security of the Bonds for which moneys have been so set aside.
"Investment Securities"means any investments which at the time are legal investments under the
laws of the State of Nebraska and the Home Rule.Charter of the City of Omaha, 1956, as amended from
time to time, for the moneys held under the Ordinance then proposed to be invested therein.
Defeasance
If, when the Bonds secured by the Ordinance shall have become due and payable in accordance
with their terms or shall have been duly called for redemption or either irrevocable instructions to call the
Bonds for redemption or to pay the Bonds at their respective maturities or redemption dates or any
combination of such payment and redemption shall have been given by the City to the Paying Agent or an
appropriate fiduciary institution acting as escrow agent, the whole amount of the principal and the interest
and premium, if any, so due and payable upon all the Bonds then outstanding shall be paid or sufficient
moneys or Governmental Obligations (as hereinafter defined), the principal of and the interest on which
when due will provide sufficient moneys to pay at maturity or to redeem all of the Bonds together with all
interest accrued and to accrued thereon to dates of maturity, or redemption, shall be held by such escrow
agent or the Paying Agent for such purpose under the provisions of the Ordinance, and provision shall
also be made for paying all other sums payable hereunder by the City, then, and in that case, the right,
title and interest of the Bondholders of the Bonds secured by the Ordinance in the revenues, funds and
accounts mentioned in the Ordinance shall thereupon cease, determine and become void on that date
without further action of the Council, and the Finance Director may apply any surplus in any account in
the Sewer Revenue Fund and all balances remaining in any other funds or accounts, other than moneys
held for the redemption or payment of Bonds, to any lawful purpose of the City as the Council shall
determine; otherwise, the Ordinance shall be, continue and remain in full force and effect; provided,
however, that in the event Governmental Obligations shall be deposited with and held by such escrow
agent or the Paying Agent as hereinabove provided, and in addition to the redemption notice requirements
set forth in the Ordinance, the Finance Director shall,within 30 days after such Governmental Obligations
shall have been deposited with such escrow agent or the Paying Agent, cause a notice signed by the
Finance Director to be filed with such escrow agent, the Paying Agent and the Nebraska State Auditor of
Public Accounts and to be published once in a daily newspaper of general circulation published in the
City and in a daily newspaper of general circulation or a financial journal published in the Borough of
Manhattan, City and State of New York setting forth (a)the date designated for the redemption of the
Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or
mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow
4840-4072-0389.5 23
proceedings
authorizing the issuance of Additional Bonds or created or established in any other ordinance or
4840-4072-0389.5 22
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agent or the Paying Agent and (c)that the Ordinance has become void and is discharged in accordance
with the provisions of this section.
All moneys and obligations held by such escrow agent or the Paying Agent for the purposes set
forth above shall be held in trust and the principal and interest of said obligations,when received, and said
moneys applied to the payment, when due, of the principal and the interest and the premium, if any,of the
Bonds so called for redemption.
The term "Governmental Obligations" means direct obligations of, or obligations the principal of
and interest on which are unconditionally guaranteed by, the United States of America, provided such
Governmental Obligations are noncallable or callable only at the option of the holder thereof.
In the event of a defeasance, the City has agreed to provide National Public Finance Guarantee
Corporation (as the reinsurer of the 2006 Bonds)with an opinion of counsel acceptable to National Public
Finance Guarantee Corporation that the Bonds have been legally defeased and that the escrow agreement
establishing such defeasance operates legally to defease the Bonds within the meaning of the Ordinance,
together with an accountant's report verifying the sufficiency of the escrow deposit to defease the Bonds.
Enforcement of Ordinance
So long as any of the 2006 Bonds, the Bonds or any Additional Bonds are outstanding, each of
the obligations, duties, limitations and restraints imposed upon the City by the Ordinance shall be deemed
to be a covenant between the City and every holder of said Bonds, and the Ordinance and every provision
and covenant hereof, the Act and the Charter shall constitute a contract of the City with every holder from
time to time of said Bonds. Any holder of a 2006 Bond, a Bond or of any Additional Bond or Bonds
may, by mandamus or other appropriate suit, action or proceeding at law or in equity in any court of
competent jurisdiction, enforce and compel performance of the Ordinance and every provision and
covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the
performance of all duties required of the City by the Ordinance, by the Charter and by applicable laws of
the State of Nebraska, including in such duties the making and collecting of sufficient rates and charges
for the use and services of the System, the segregation of the Revenues of the System and the application
thereof as provided in the Ordinance.
Amendment to the Ordinance
The City shall not amend the Ordinance, except in accordance with the following provisions:
1. The City may from time to time and without the consent of any holder of the
Bonds, make any amendments or modifications to the Ordinance which may be required to
(a)permit the Ordinance to be qualified under.the Trust Indenture Act of 1939, as amended;
(b)modify or amend the Ordinance in a manner not inconsistent with the Ordinance as required
for the correction of language or to cure any ambiguity or defective provision, omission, mistake
or manifest error therein contained; (c)enact ordinances supplemental to the Ordinance
authorizing the issuance of Additional Bonds; (d)grant to or confer upon the Bondholders
additional rights, remedies, power and authority, or to grant to or confer upon any Bondholders'
committee or trustee for the Bondholders any additional rights, remedies, power or authority;
(e) preserve the exclusion from gross income of the interest on the Bonds for federal income tax
purposes; (f)provide for compliance with secondary market disclosure requirements promulgated
by the Securities and Exchange Commission; and (g)provide for the use of a book-entry system
of registration; and
4840-4072-0389.5 24
, cause a notice signed by the
Finance Director to be filed with such escrow agent, the Paying Agent and the Nebraska State Auditor of
Public Accounts and to be published once in a daily newspaper of general circulation published in the
City and in a daily newspaper of general circulation or a financial journal published in the Borough of
Manhattan, City and State of New York setting forth (a)the date designated for the redemption of the
Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or
mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow
4840-4072-0389.5 23
proceedings
authorizing the issuance of Additional Bonds or created or established in any other ordinance or
4840-4072-0389.5 22
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2. From time to time the holders of 662/3% in principal amount of the Bonds then
outstanding, by an instrument or instruments in writing signed by such holders and filed with the
City, shall have power to assent to and authorize any modification or amendment that shall be
proposed by the City of the provisions of the Ordinance or of the rights and obligations of the
City and of the holders of the Bonds, and any action herein authorized to be taken with the assent
and authority given as aforesaid of the holders of 66 2/3% in principal amount of said Bonds at
the time outstanding shall be binding upon the holders of all of said Bonds outstanding and upon
the City as fully as though such actions were specifically and expressly authorized by the terms of
the Ordinance, provided always, that, without the consent of the holder of each Bond affected
thereby, no such modification shall be made which will (a)extend the time of payment of the
principal of or the interest on any Bond or reduce the principal amount thereof or the rate of
interest thereon or the premium payable upon the redemption thereof, (b)give to any of said
Bonds any preference over any other Bond or Bonds secured equally and ratably therewith,
• (c)authorize the creation of any pledge prior to or except as provided in the Ordinance for the
issuance of Additional Bonds, on a parity with the pledge afforded by the Ordinance, (d)deprive
any holder of said Bonds of the security afforded by the pledge of the Ordinance, or (e)reduce
the percentage in principal amount of the said Bonds required to assent to or authorize any such
modification to the Ordinance. For the purpose of computations required by this section, Bonds
directly or indirectly owned or controlled by the City shall be disregarded (unless the City
directly or indirectly owns or controls all of the Bonds).
The City has agreed that notice shall be given to National Public Finance Guarantee Corporation
(as the reinsurer of the 2006 Bonds) of any amendment to or supplement of the Ordinance, and the prior
consent of National Public Finance Guarantee Corporation is required for all amendments or supplements
described in paragraph 1(c)and paragraph 2 above.
Any modification or amendment or supplement of the provisions of the Ordinance or of any
ordinance supplemental hereto shall be set forth in an ordinance to be enacted by the City.
ONGOING DISCLOSURE
The First Supplemental Ordinance includes the City's undertaking (the "Undertaking") for the
benefit of the holders and beneficial owners of the Bonds to send certain financial information and
operating data to the Municipal Securities Rulemaking Board ("MSRB") annually and to provide notice
to the MSRB of certain events, pursuant to the requirements of Section(b)(5)(i) of Securities and
Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12) (the "Rule"). See "APPENDIX D—
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. Except for the failure to provide notice of bond insurance-
related downgrades by the rating agencies of the ratings of the 2006 Bonds, the City has been in
compliance with its continuing disclosure obligations under its existing undertakings entered into
pursuant to the Rule. The City now is in compliance with its continuing disclosure undertakings.
4840-4072-0389.5 25
ewspaper of general circulation or a financial journal published in the Borough of
Manhattan, City and State of New York setting forth (a)the date designated for the redemption of the
Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or
mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow
4840-4072-0389.5 23
proceedings
authorizing the issuance of Additional Bonds or created or established in any other ordinance or
4840-4072-0389.5 22
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UNDERWRITING
Under a Bond Purchase Agreement (the "Agreement") entered into by and between the City and
D.A. Davidson& Co., the underwriter (the "Underwriter"), the Bonds are being purchased at an
aggregate discount of$224,812.50 (including expenses)from the initial public offering prices set forth on
the reverse of the cover page of this Official Statement, for public reoffering by the Underwriter. The
Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The
obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in
the Agreement, including the absence of pending or threatened litigation questioning the validity of the
Bonds or any proceedings in connection with the issuance thereof and the absence of material adverse
changes in the financial or business condition of the City.
The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth
on the reverse of the cover page of this Official Statement, which prices may subsequently change
without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other
underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain
dealers(including dealers depositing Bonds into investment trusts)at prices lower than the public offering
price.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Holders of the Bonds should be aware that: (a)the discussion in this Official Statement with
respect to U.S. federal income tax consequences of owning the Bonds is not intended or written to be
used, and cannot be used, by any taxpayer for the purpose of avoiding penalties that may be imposed on
the taxpayer; (b) such discussion was written in connection with the promotion or marketing (within the
meaning of Treasury Circular 230) of the transactions or matters addressed by such discussion; and
(c)each taxpayer should seek advice based on its particular circumstances from an independent tax
advisor.
The following is a summary of certain material federal income tax consequences of the purchase,
ownership and disposition of the Bonds for the investors described below and is based on the advice of
Kutak Rock LLP, as Bond Counsel. This summary is based upon laws, regulations, rulings and decisions
currently in effect, all of which are subject to change. The discussion does not deal with all federal tax
consequences applicable to all categories of investors, some of which may be subject to special rules,
including but not limited to, partnerships or entities treated as partnerships for federal income tax
purposes, pension plans and foreign investors, except as otherwise indicated. In addition, this summary is
generally limited to investors who will hold the Bonds as "capital assets" (generally, property held for
investment) within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the
"Code"). Investors should consult their own tax advisors to determine the federal, state, local and other
tax consequences of the purchase, ownership and disposition of Bonds.
To ensure compliance with Treasury Circular 230, taxpayers are hereby notified that:
(A)any discussion of U.S. federal tax issues in this Official Statement is not intended or written by
Bond Counsel to be relied upon, and cannot be relied upon, by taxpayers for the purpose of
avoiding penalties that may be imposed on taxpayers under the Code; (B)such discussion is written
in connection with the promotion or marketing of the transactions or matters addressed herein;
and (C)taxpayers should seek advice based on their particular circumstances from an independent
tax advisor.
4840-4072-0389.5 26 •
006 Bonds, the City has been in
compliance with its continuing disclosure obligations under its existing undertakings entered into
pursuant to the Rule. The City now is in compliance with its continuing disclosure undertakings.
4840-4072-0389.5 25
ewspaper of general circulation or a financial journal published in the Borough of
Manhattan, City and State of New York setting forth (a)the date designated for the redemption of the
Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or
mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow
4840-4072-0389.5 23
proceedings
authorizing the issuance of Additional Bonds or created or established in any other ordinance or
4840-4072-0389.5 22
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Prospective investors should note that no rulings have been or will be sought from the Internal
Revenue Service (the "Service") with respect to any of the federal income tax consequences discussed
below, and no assurance can be given that the Service will not take contrary positions.
Backup Withholding. Certain purchasers may be subject to backup withholding at the
application rate determined by statute with respect to interest paid with respect to the Tax-Exempt Bonds
if the purchasers, upon issuance, fail to supply the indenture trustee or their brokers with their taxpayer
identification numbers, furnish incorrect taxpayer identification numbers, fail to report interest, dividends
or other "reportable payments" (as defined in the Code) properly, or, under certain circumstances, fail to
provide the indenture trustee with a certified statement, under penalty of perjury, that they are not subject
to backup withholding. Information returns will be sent annually to the Service and to each purchaser
setting forth the amount of interest paid with respect to the Tax-Exempt Bonds and the amount of tax
withheld thereon.
Build America Bonds
In General. The City has designated the Bonds as taxable "Build America Bonds" pursuant to
Section 54AA(d) of the Code and as "Qualified Bonds" pursuant to Section 54AA(g) of the Code.
Although the Bonds are issued by the City, interest on the Bonds (including original issue discount, as
discussed below) is not excludable from gross income for federal income tax purposes under Section 103
of the Code. Interest on the Bonds will be fully subject to federal income taxation. Thus, owners of the
Bonds generally must include interest (including original issue discount) on the Bonds in gross income
for federal income tax purposes.
Build America Bonds. The Bonds are expected to be issued as taxable, Build America Bonds as
authorized by the Recovery Act. Pursuant to the Recovery Act, the City will receive cash subsidy
payments from the United States Treasury equal to 35% of the interest payable on the Bonds. The Code
imposes requirements on the Bonds that the City must continue to meet after the Bonds are issued in
order to receive the cash subsidy payments. These requirements generally involve the way that Bond
proceeds must be invested and ultimately used. If the City does not meet these requirements, it is
possible that the City may not receive the cash subsidy payments and the Bonds may fail to be "Build
America Bonds" under Section 54AA(d) of the Code and "Qualified Bonds" under Section 54AA(g) of
the Code retroactively to the date of issuance of the Bonds.
In certain circumstances, the cash subsidy payments to be made to the City may be reduced
(offset) by amounts determined to be applicable under the Code and Regulations. For example, offsets
may occur by reason of any past-due legally enforceable debt of the City to any Federal agency. The
amount of any such offsets is not predictable, and the City does not currently expect that any such offsets
will apply to the credits the City expects to receive.
Characterization of the Trust Estate. Kutak Rock LLP will render on the closing date, with
respect to the Bonds, its opinion to the effect that the Bonds will be treated as debt of the City, based in
part on the current financial condition of the City as set forth in the most recent financial statements.
There can be no assurances that the financial condition of the City will not change over the term of the
Bonds.
If, alternatively, it were determined that the Bonds transaction created an entity which was
classified as a corporation or a publicly traded partnership taxable as a corporation, such entity would be
subject to federal income tax at corporate income tax rates on its income, which would reduce the
amounts available for payment to the holders of the Bonds. Cash payments to the holders of the Bonds
who are treated as equity owners generally would be treated as dividends for tax purposes to the extent of
4840-4072-0389.5 27
rculation or a financial journal published in the Borough of
Manhattan, City and State of New York setting forth (a)the date designated for the redemption of the
Bonds or a statement to the effect that such Bonds are to be paid at their respective maturities or
mandatory redemption dates, (b)a description of the Governmental Obligations so held by such escrow
4840-4072-0389.5 23
proceedings
authorizing the issuance of Additional Bonds or created or established in any other ordinance or
4840-4072-0389.5 22
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•
such corporation's accumulated and current earnings and profits. A similar result would apply if the
holders of the Bonds were deemed to have acquired stock or other equity interests. However, as noted
above, the City has been advised that the Bonds will be treated as debt of the City for federal income tax
purposes and that the transaction will not be characterized as an association or publicly traded partnership
taxable as a corporation.
Characterization of the Bonds as Indebtedness. The City intends that, for federal income tax
purposes, the Bonds will be indebtedness of the City created by the Ordinance secured by the City's
pledge of its full faith and credit. The owners of the Bonds, by accepting such Bonds, have agreed to treat
the Bonds as indebtedness of the City for federal income tax purposes. The City intends to treat the Bond
transactions as a financing reflecting the Bonds as its indebtedness for tax and financial accounting
purposes.
In general, the characterization of a transaction as a sale of property or a secured loan, for federal
income tax, is a question of fact, the resolution of which is based upon the economic substance of the
transaction, rather than its form or the manner in which it is characterized for state law or other purposes.
While the Service and the courts have set forth several factors to be taken into account in determining
whether the substance of a transaction is a sale of property or a secured indebtedness, the primary factor
in making this determination is whether the transferee has assumed the risk of loss or other economic
burdens relating to the property and has obtained the benefits of ownership thereof. Notwithstanding the
foregoing, in some instances, courts have held that a taxpayer is bound by the particular form it has
chosen for a transaction,even if the substance of the transaction does not accord with its form.
Taxation of Interest Income of the Bonds. Payments of interest with regard to the Bonds will be
includible as ordinary income when received or accrued by the holders thereof in accordance with their
respective methods of accounting and applicable provisions of the Code. If the Bonds are deemed to be
issued with original issue discount, Section 1272 of the Code requires the current ratable inclusion in
income of original issue discount greater than a specified de minim is amount using a constant yield
method of accounting. In general, original issue discount is calculated, with regard to any accrual period,
by applying the instrument's yield to its adjusted issue price at the beginning of the accrual period,
reduced by any qualified stated interest(as defined below)allocable to the period. The aggregate original
issue discount allocable to an accrual period is allocated to each day included in such period. The holder
of a debt instrument must include in income the sum of the daily portions of original issue discount
attributable to the number of days he owned the instrument. The legislative history of the original issue
discount provisions indicates that the calculation and accrual of original issue discount should be based on
the prepayment assumptions used by the parties in pricing the transaction.
Original issue discount is the stated redemption price at maturity of a debt instrument over its
issue price. The stated redemption price at maturity includes all payments with respect to an instrument
other than interest unconditionally payable at a fixed rate or a qualified variable rate at fixed intervals of
one year or less ("qualified stated interest"). Caps or floors may be ignored in determining whether an
obligation bears interest at a qualified variable rate, if among other things, the cap or floor is fixed
through the term of the obligation. The City expects that interest payable with respect to the Bonds will
constitute qualified stated interest and that the Bonds will not be issued with original issue discount.
However,there can be no assurance that the Service would not assert that the interest payable with respect
to the Bonds may not be qualified stated interest because such payments are not unconditional and or that
the Bonds otherwise are issued with original issue discount.
Payments of interest received with respect to the Bonds will also constitute investment income for
purposes of certain limitations of the Code concerning the deductibility of investment interest expense.
4840-4072-0389.5 28
eedings
authorizing the issuance of Additional Bonds or created or established in any other ordinance or
4840-4072-0389.5 22
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Potential holders of the Bonds should consult their own tax advisors concerning the treatment of interest
payments with regard to the Bonds.
A purchaser (other than a person who purchases a Bond upon issuance at the issue price) who
buys a Bond at a discount from its principal amount (or its adjusted issue price if issued with original
issue discount greater than a specified de minimis amount)will be subject to the market discount rules of
the Code. In general, the market discount rules of the Code treat principal payments and gain on
disposition of a debt instrument as ordinary income to the extent of accrued market discount. Although
the accrued market discount on debt instruments such as the Bonds which are subject to prepayment
based on the prepayment of other debt instruments is to be determined under regulations yet to be issued,
the legislative history of the market discount provisions of the Code indicate that the same prepayment
assumption used to calculate original issue discount should be utilized. Each potential investor should
consult his tax advisor concerning the application of the market discount rules to the Bonds.
In the event that the Bonds are considered to be purchased by a holder at a price greater than their
remaining stated redemption price at maturity, they will be considered to have been purchased at a
premium. The holder of a Bond may elect to amortize such premium (as an offset to interest income),
using a constant yield method, over the remaining term of the Bonds. Special rules apply to determine the
amount of premium on a "variable rate debt instrument" and certain other debt instruments. Prospective
holders of a Bond should consult their tax advisors regarding the amortization of bond premium.
Sale or Exchange of Bonds. If a Bondholder sells a Bond, such person will recognize gain or
loss equal to the difference between the amount realized on such sale and the Bondholder's basis in such
Bond. Ordinarily, such gain or loss will be treated as a capital gain or loss. At the present time, the
maximum capital gain rate for certain assets held for more than twelve months is 15%. However, if a
Bond was subject to its initial issuance at a discount, a portion of such gain will be recharacterized as
interest and therefore ordinary income. In February of 2009, President Barack Obama proposed
increasing the long-term capital gains rate to 20%. The City and Bond Counsel cannot predict whether
this increase will receive Congressional approval.
If the term of a Bond was materially modified, in certain circumstances, a new debt obligation
would be deemed created and exchanged for the prior obligation in a taxable transaction. Among the
modifications which may be treated as material are those which relate to redemption provisions and, in
the case of a nonrecourse obligation, those which involve the substitution of collateral. Each potential
holder of a Bond should consult its own tax advisor concerning the circumstances in which the Bonds
would be deemed reissued and the likely effects, if any, of such reissuance.
Backup Withholding. Certain purchasers may be subject to backup withholding at the
application rate determined by statute with respect to interest paid with respect to the Bonds if the
purchasers, upon issuance, fail to supply the indenture trustee or their brokers with their taxpayer
identification numbers, furnish incorrect taxpayer identification numbers, fail to report interest, dividends
or other"reportable payments" (as defined in the Code) properly, or, under certain circumstances, fail to
provide the indenture trustee with a certified statement, under penalty of perjury, that they are not subject
to backup withholding. Information returns will be sent annually to the Service and to each purchaser
setting forth the amount of interest paid with respect to the Bonds and the amount of tax withheld thereon.
State, Local or Foreign Taxation. The City makes no representations regarding the tax
consequences of purchase, ownership or disposition of the Bonds under the tax laws of any other state,
locality or foreign jurisdiction. Investors considering an investment in the Bonds should consult their
own tax advisors regarding such tax consequences.
4840-4072-0389.5 29
stitute investment income for
purposes of certain limitations of the Code concerning the deductibility of investment interest expense.
4840-4072-0389.5 28
eedings
authorizing the issuance of Additional Bonds or created or established in any other ordinance or
4840-4072-0389.5 22
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Tax-Exempt Investors. In general, an entity which is exempt from federal income tax under the
provisions of Section 501 of the Code is subject to tax on its unrelated business taxable income. An
•
unrelated trade or business is any trade or business which is not substantially related to the purpose which
forms the basis for such entity's exemption. However, under the provisions of Section 512 of the Code,
interest may be excluded from the calculation of unrelated business taxable income unless the obligation
which gave rise to such interest is subject to acquisition indebtedness. However, as noted above, Bond
Counsel has rendered its opinion that the Bonds will be characterized as debt for federal income tax
purposes. Therefore, except to the extent any holder of a Bond incurs acquisition indebtedness with
respect to a Bond, interest paid or accrued with respect to such Bondholder may be excluded by such tax
exempt Bondholder from the calculation of unrelated business taxable income. Each potential tax exempt
holder of a Bond is urged to consult its own tax advisor regarding the application of these provisions.
European Union Directive on the Taxation of Savings Income. The European Union adopted a
directive(2003/48/EC)(the"Directive")regarding the taxation of savings income. The Directive requires
a member state of the European Union (a "Member State") to provide to the tax authorities of another
Member State details of payments of interest or other similar income payments made by a person within
its jurisdiction for the immediate benefit of an individual or to certain non-corporate entities resident in
that other Member State (or for certain payments secured for their benefit). However, Austria, Belgium,
and Luxembourg have opted out of the reporting requirements and are instead applying a special
withholding tax for a transitional period in relation to such payments of interest, deducting tax at rates
increasing over time to 35%after July 1,2011. The rate for 2009 is 20%.
A number of non-European Union countries and certain dependent or associated territories of
Member States have adopted similar measures (either provision of information or transitional
withholding) in relation to payments of interest or other similar income payments made by a person in
that jurisdiction for the immediate benefit of an individual or to certain non-corporate entities in any
Member State. The Member States have entered into reciprocal provision of information or transitional
special withholding tax arrangements with certain of those dependent or associated territories. These
apply in the same way to payments by persons in any Member State to individuals or certain non-
corporate residents in those territories.
On November 13, 2008, the European City proposed changes to the Directive which extended its
scope so that it applies to interest payments to certain intermediate persons or structures interposed
between the person making the payment and the individual who is the beneficial owner of the interest. It
is proposed that a Member state intermediary that receives an interest payment be treated as a person
making payment, so as to subject it to the exchange of information or withholding obligation in the
Directive. Further, it is proposed that an interest payment made to an intermediary established outside the
European Union be treated as a payment made directly to the individual beneficiary if the person making
the payment knows that the individual beneficiary is European Union resident.
No additional amounts will be payable with respect to the Bonds if a payment on such Bond is
reduced as a result of any tax, assessment or other governmental charge that is required to be made
pursuant to any European Union directive on the taxation of savings income or any law implementing or
complying with, or introduced in order to conform to, any such directive. Holders of Bonds should
consult their tax advisors regarding the implications of the Directive in their particular circumstances.
Foreign Investors. A holder of a Bond which is not a U.S. person ("foreign holder") will not be
subject to U.S. federal income or withholding tax in respect of interest income or gain on the such Bonds
if certain conditions are satisfied, including: (1)the foreign holder provides an appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
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shareholder" or "related controlled foreign corporation" with respect to the City, and (3)the interest
income is not effectively connected with a United States trade or business of the Bondholder. The
foregoing exemption does not apply to contingent interest or market discount. To the extent these
conditions are not met, a 30%withholding tax will apply to interest income on the Bonds, unless an
income tax treaty reduces or eliminates such tax or the interest is effectively connected with the conduct
of a trade or business within the United States by such foreign holder. In the latter case, such foreign
holder will be subject to U.S. federal income tax with respect to all income from the Bonds at regular
rates applicable to U.S. taxpayers, and may be subject to the branch profits tax if it is a corporation. A
"U.S. person" is: (i)a citizen or resident of the United States, (ii)a corporation (or other entity that is
treated as a corporation for U.S. federal tax purposes)that is created or organized in or under the laws of
the United States or any state thereof(including the District of Columbia), (iii)an estate the income of
which is subject to U.S. federal income taxation regardless of its source, or (iv)a trust, if a court within
the United States is able to exercise primary supervision over its administration and one or more United
States persons have the authority to control all of its substantial decisions.
Generally, a foreign holder will not be subject to federal income tax on any amount which
constitutes capital gain upon the sale, exchange, retirement or other disposition of a Bond unless such
foreign holder is an individual present in the United States for 183 days or more in the taxable year of the
sale, exchange, retirement or other disposition and certain other conditions are met, or unless the gain is
effectively connected with the conduct of a trade or business in the United States by such foreign holder.
If the gain is effectively connected with the conduct of a trade or business in the United States by such
foreign holder, such holder will generally be subject to U.S. federal income tax with respect to such gain
in the same manner as U.S. holders, as described above, and a foreign holder that is a corporation could
be subject to a branch profits tax on such income as well.
No Exemption Under State Tax Law
In Bond Counsel's further opinion, under the existing laws of the State of Nebraska, interest on
the Bonds is not excluded from the gross income of the recipients thereof for Nebraska income tax
purposes as.
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. I.n 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 the market value thereof would be
impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or
proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are
based upon existing legislation and regulations as interpreted by relevant judicial and regulatory
authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no
opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives
or litigation.
4840-4072-0389.5 3 1
rs regarding the implications of the Directive in their particular circumstances.
Foreign Investors. A holder of a Bond which is not a U.S. person ("foreign holder") will not be
subject to U.S. federal income or withholding tax in respect of interest income or gain on the such Bonds
if certain conditions are satisfied, including: (1)the foreign holder provides an appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
22
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Legal Matters
Legal matters incident to the authorization and issuance of the Bonds are subject to the
unqualified approving opinion of Kutak Rock LLP, Bond Counsel, a copy of whose approving opinion
will be delivered with the Bonds. Certain legal matters will be passed upon for the City by Paul D. Kratz,
Esq., its City Attorney.
Pending Litigation
The City of Omaha is subject to litigation from time to time in connection with the day-to-day
operation of the City generally and with respect to the day-to-day operation of the System specifically.
The City Attorney advises that there is no litigation now pending or threatened restraining or enjoining
the issuance and delivery of the Bonds or the power and authority of the City of Omaha to establish,
maintain and collect the rates for the use of the System or in any manner questioning the power and
authority of the City to establish, maintain and collect such rates or issue and deliver the Bonds or
affecting the validity of the Bonds.
RATINGS
Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies ("S&P"), and
Moody's Investors Service ("Moody's") have assigned the Bonds the ratings of "AA" and "Aa3,"
respectively. Such credit ratings of the Bonds by S&P and Moody's reflect only the views of such credit
rating agencies. An explanation of the significance of such credit ratings may be obtained from S&P or
Moody's, as the case may be. There is no assurance that such credit ratings will continue for any given
period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if, in
their judgment, circumstances so warrant. Neither the City nor the Underwriter has undertaken any
responsibility either to bring to the attention of the owners of the Bonds any proposed change in or
withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change
in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds.
CAUTIONARY STATEMENTS REGARDING
FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements." Such statements are generally identifiable by the terminology used, such
as"plan,""expect,""estimate,""budget"or similar words.
The achievement of certain results or other expectations contained in such forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause actual
results, performances or achievements described to be materially different from any future results,
performances or achievements expressed or implied by such forward-looking statements. The City does
not plan to issue any updates or revisions to those forward-looking statements if and when changes to its
expectations, or events, conditions or circumstances on which such statements are based, occur, unless
such updates or revisions are made in the course of fulfilling its continuing disclosure obligation.
FINANCIAL STATEMENTS
The general purpose financial statements of the City as of and for the year ended December 31,
2008 included as Appendix A have been audited by KPMG LLP, independent certified public
accountants,as stated in their report appearing therein.
4840-4072-0389.5 32
thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or
proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are
based upon existing legislation and regulations as interpreted by relevant judicial and regulatory
authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no
opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives
or litigation.
4840-4072-0389.5 3 1
rs regarding the implications of the Directive in their particular circumstances.
Foreign Investors. A holder of a Bond which is not a U.S. person ("foreign holder") will not be
subject to U.S. federal income or withholding tax in respect of interest income or gain on the such Bonds
if certain conditions are satisfied, including: (1)the foreign holder provides an appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
22
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Reference is made to such general purpose financial statements for information about the Sewer
Revenue Fund,a"proprietary fund"of the City.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of estimates,
whether or not so expressly stated, are set forth as such and not as representations of fact, and no
representation is made that any of the estimates will be realized. This Official Statement is not to be
construed as a contract or agreement between the City and the purchasers or owners of any of the Bonds.
The information contained in this Official Statement has been taken from sources considered to
be reliable,but is not guaranteed. To the best of the knowledge of the undersigned,the Official Statement
does not include any untrue statement of a material fact nor does it omit the statement of any material fact
required to be stated therein, or necessary to make the statements therein, in light of the circumstances
under which they were made,not misleading.
[Remainder of Page Intentionally Left Blank]
4840-4072-0389.5 3 3
ies ("S&P"), and
Moody's Investors Service ("Moody's") have assigned the Bonds the ratings of "AA" and "Aa3,"
respectively. Such credit ratings of the Bonds by S&P and Moody's reflect only the views of such credit
rating agencies. An explanation of the significance of such credit ratings may be obtained from S&P or
Moody's, as the case may be. There is no assurance that such credit ratings will continue for any given
period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if, in
their judgment, circumstances so warrant. Neither the City nor the Underwriter has undertaken any
responsibility either to bring to the attention of the owners of the Bonds any proposed change in or
withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change
in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds.
CAUTIONARY STATEMENTS REGARDING
FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements." Such statements are generally identifiable by the terminology used, such
as"plan,""expect,""estimate,""budget"or similar words.
The achievement of certain results or other expectations contained in such forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause actual
results, performances or achievements described to be materially different from any future results,
performances or achievements expressed or implied by such forward-looking statements. The City does
not plan to issue any updates or revisions to those forward-looking statements if and when changes to its
expectations, or events, conditions or circumstances on which such statements are based, occur, unless
such updates or revisions are made in the course of fulfilling its continuing disclosure obligation.
FINANCIAL STATEMENTS
The general purpose financial statements of the City as of and for the year ended December 31,
2008 included as Appendix A have been audited by KPMG LLP, independent certified public
accountants,as stated in their report appearing therein.
4840-4072-0389.5 32
thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or
proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are
based upon existing legislation and regulations as interpreted by relevant judicial and regulatory
authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no
opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives
or litigation.
4840-4072-0389.5 3 1
rs regarding the implications of the Directive in their particular circumstances.
Foreign Investors. A holder of a Bond which is not a U.S. person ("foreign holder") will not be
subject to U.S. federal income or withholding tax in respect of interest income or gain on the such Bonds
if certain conditions are satisfied, including: (1)the foreign holder provides an appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
22
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•
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 /s/Jim Suttle
Mayor
•
•
•
4840-4072-0389.5 34
first above written:
CITY OF OMAHA,NEBRASKA
By
Mayor
Attest:
City Clerk
(Seal)
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APPENDIX A
CITY OF OMAHA FINANCIAL INFORMATION:
INDEPENDENT AUDITORS' REPORT AND
GENERAL PURPOSE FINANCIAL STATEMENTS
4840-4072-0389.5
RASKA
By /s/Jim Suttle
Mayor
•
•
•
4840-4072-0389.5 34
first above written:
CITY OF OMAHA,NEBRASKA
By
Mayor
Attest:
City Clerk
(Seal)
• 10
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[This page intentionally left blank.]
4840-4072-0389.5
INDEPENDENT AUDITORS' REPORT AND
GENERAL PURPOSE FINANCIAL STATEMENTS
4840-4072-0389.5
RASKA
By /s/Jim Suttle
Mayor
•
•
•
4840-4072-0389.5 34
first above written:
CITY OF OMAHA,NEBRASKA
By
Mayor
Attest:
City Clerk
(Seal)
• 10
c.) ?� (11
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APPENDIX B
SEWER REVENUE FUND 2007 COST-OF-SERVICE RATE STUDY
•
4840-4072-0389.5
NERAL PURPOSE FINANCIAL STATEMENTS
4840-4072-0389.5
RASKA
By /s/Jim Suttle
Mayor
•
•
•
4840-4072-0389.5 34
first above written:
CITY OF OMAHA,NEBRASKA
By
Mayor
Attest:
City Clerk
(Seal)
• 10
c.) ?� (11
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APPENDIX C
CITY OF OMAHA—GENERAL INFORMATION
The following information is provided as a general introduction to the City of Omaha. The City
of Omaha is NOT generally obligated with respect to the payment of the principal of and interest on the
Bonds offered by the Official Statement.
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
Omaha-Douglas Building Commission. Mayor Suttle previously served as Public Works Director for the
City of Omaha.
The Mayor's cabinet consists of the chief officers of eleven City Departments. The Mayor
appoints each Department head, except that the Library Board appoints the Public Library Director.
City Financial Management and Controls
City financial management is the responsibility of the Finance Department. In total, the Finance
Department consists of 33 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.
4840-4072-0389.5
ng its continuing disclosure obligation.
FINANCIAL STATEMENTS
The general purpose financial statements of the City as of and for the year ended December 31,
2008 included as Appendix A have been audited by KPMG LLP, independent certified public
accountants,as stated in their report appearing therein.
4840-4072-0389.5 32
thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or
proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are
based upon existing legislation and regulations as interpreted by relevant judicial and regulatory
authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no
opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives
or litigation.
4840-4072-0389.5 3 1
rs regarding the implications of the Directive in their particular circumstances.
Foreign Investors. A holder of a Bond which is not a U.S. person ("foreign holder") will not be
subject to U.S. federal income or withholding tax in respect of interest income or gain on the such Bonds
if certain conditions are satisfied, including: (1)the foreign holder provides an appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
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Allen R. Herink, City Comptroller, has 34 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 19 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 II.I 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.
Donna Wiman, Budget and Accounting Manager, has 25 years of experience with the City of
Omaha. Ms. Wiman began her career in the Budget and Accounting Division of the Finance Department.
She transferred to the Revenue Division of the Finance Department as an Accountant II and became
Assistant Revenue Manager in 2001. Ms. Wiman spent two years as a Team Lead, developing and
implementing the new Financial Resource System(ORACLE)that both the City and Douglas County use.
hi 2004, Ms. Wiman became the Budget and Accounting Manager for the City of Omaha. Ms. Wiman
was also appointed by the Mayor as a Board Member of the Omaha Housing Authority. Ms. Wiman
holds a Bachelor of Arts in Business Administration, with a major in accounting. The Budget and
Accounting Division's responsibilities include: preparation of the annual budget, maintenance of general
accounting records; preparation of all checks; pre-audit of all purchase orders, invoices and
disbursements; accountability of City owned property; Special Assessments; and Enterprise Funds. It is
responsible for preparing and maintaining accounting records to comply with provisions of Federal and
State grants.
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.
4840-4072-0389.5 C-2
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4840-4072-0389.5 30
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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 July 2008 the population of the eight-county Omaha
Metropolitan Statistical Area ("MSA"), comprising five Nebraska counties and three Iowa counties,
numbered 829,890, with over 1.1 million within a 60-minute drive. The population of,the City was
approximately 438,646.
Transportation
Nearly4.4 million passengers, over 123 millionpounds of cargo and over 52 million pounds of
P g � g
mail passed through Eppley Airfield, Omaha's principal airport, in 2008. 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, 11 regional
airlines, seven 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 88 departures out of
Eppley Airfield daily.
Omaha is general headquarters for the Union Pacific Railroad. The Burlington Northern Santa Fe
and the Canadian National railroads also provide service and combine to make Omaha an important rail
center.
Two interstate highways (Interstate 80 and Interstate 29), five federal highways and seven state
highways provide fast all-weather routes within Nebraska and to and from the rest of the nation. In
addition, Interstate 480 (downtown spur) and Interstate 680 (circumferential route) provide quick access
to all parts of the metropolitan area.
More than 100 motor common carriers haul freight to and from Omaha and all parts of the nation,
making Omaha a major Midwestern trucking center. Greyhound Bus Lines furnishes Omaha with
transcontinental passenger service. Several smaller bus lines operate between Omaha and points in Iowa
and Nebraska.
Utility Services
Residential, commercial and industrial electric service rates in Omaha historically have been
below the national averages, according to reports of the Edison Electric Institute in its Statistical
Yearbook of the Electrical Utility Industry. In addition to low rates, the Omaha Public Power District, a
Nebraska political subdivision, assures its customers ample power with a net generating capability of
3,200 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
4840-4072-0389.5 C-3
sition 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.
4840-4072-0389.5 C-2
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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
recommendations to the SECDEF, 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
From an economy 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
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
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4840-4072-0389.5 30
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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 2008 across all categories was 86.6%of the national average. Omaha MSA residents
enjoy a median household income of $57,850 — over 10%higher than the national average. The
2008 estimated average unemployment rate for the Omaha MSA was 3.7%, compared with 5.8% for the
United States.
[Remainder of Page Intentionally Left Blank]
4840-4072-0389.5 C-5
o 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
recommendations to the SECDEF, 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
From an economy 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
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
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4840-4072-0389.5 30
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CITY OF OMAHA-
SELECTED ECONOMIC INDICATORS
Omaha MSA Population and Employment
Population ' Employment 2
1950 366,395* 163,050*
1960 457,873* 188,950*
1970 542,646* 241,650*
1980. 569,614* 261,532*
1990 687,569 355,200
2000 767,140 441,600
2001 775,251 444,500
2002 782,158 439,200
2003 790,252 444,400
2004 800,155 441,500
2005 810,155 448,200
2006 819,073 456,200
2007 827,666 462,800
2008 837,925 468,400
*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
Average for 2007 Average for 2008
% of
Number Total Number % of Total
Construction and Mining 25,200 5.4% 25,700 5.5%
Manufacturing 33,600 7.3 33,800 7.2
Trade, Transportation and Utilities 100,200 21.7 99,800 21.3
Information 12,600 2.7 12,200 2.6
Financial Activities 39,100 8.4 39,800 8.5
Professional and Business Services 64,600 14.6 65,600 14.0
Education and Health Services 64,700 14.0 67,000 14.3
Leisure and Hospitality 45,300 9.8 45,700 9.8
Other Services 16,500 3.6 16,700 3.6
Government 61,100 13.2 62.100 13.3
Total Nonfarm Employment 462,800 100.0% 468,400 100.0%
Source: Bureau of Labor Statistics: State and Area Employment,Hours and Earnings.
4840-4072-0389.5 C-6
ace and cyberspace, to deliver integrated kinetic and non-kinetic effects to
include nuclear and information operations in support of U.S. Joint Force Commander operations, to
synchronize global missile defense plans and operations, to synchronize regional combating of weapons
of mass destruction plans, to provide integrated surveillance and reconnaissance allocation
recommendations to the SECDEF, 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
From an economy 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
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
n appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
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Omaha MSA Personal Income(per capita)
Per Capita U.S.Per Capita
Year Personal Income Personal Income Personal Income
1970 $ 2,547,642 $4,097 $4,085
1980. 6,648,3 87 10,151 10,144
1990 13,293,632 19,325 19,477
2000 24,230,391 31,506 29,547
2001 25,179,787 32,479 30,582
2002 26,207,762 33,507 30,838
2003 27,237,083 34,466 31,530
2004 29,022,926 36,272 33,157
2005 30,637,080 37,816 34,690
2006 32,461,000 39,631 36,794
2007 34,476,294 41,655 38,615
Source: Bureau of Economic Analysis, SA1-3,CA1-3.
Omaha MSA' Net Taxable Sales
Total Net Net Taxable Sales
Year Taxable Sales(000) of Motor Vehicles (000)
1980 $2,589,068 $223,377
1990 4,055,334 499,033
2000 7,006,016 970,867
2001 7,241,327 1,133,659
2002 7,331,540 1,164,841
2003 7,667,430 1,171,888
2004 8,365,580 1,124,848
2005 8,669,035 1,055,036
2006 8,796,364 1,013,663
2007 2 9,116,077 1,092,087
2008 9,235,201 1,093,682
2009 3 3,649,223 427,140
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.
3 Through May 2009.
4840-4072-0389.5 C-7
100 13.2 62.100 13.3
Total Nonfarm Employment 462,800 100.0% 468,400 100.0%
Source: Bureau of Labor Statistics: State and Area Employment,Hours and Earnings.
4840-4072-0389.5 C-6
ace and cyberspace, to deliver integrated kinetic and non-kinetic effects to
include nuclear and information operations in support of U.S. Joint Force Commander operations, to
synchronize global missile defense plans and operations, to synchronize regional combating of weapons
of mass destruction plans, to provide integrated surveillance and reconnaissance allocation
recommendations to the SECDEF, 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
From an economy 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
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
n appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
22
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Value of Building Permits—City of Omaha
Year Amount Year Amount
1950 $ 24,105,401 2002 701,502,687
1960 46,927,523 2003 633,542,187
1970 61,626,242 2004 623,481,197
1980 136,736,312 2005 673,153,699
1990 318,473,517 2006 605,536,231
2000 473,849,942 2007 663,007,432
2001 1,558,867,305 2008 795,783,313
2009* 392,072,639
Source: Division of Permits and Inspections,City of Omaha.
'Through September 30,2009
Largest Employers—City of Omaha
December 2008
Number of
Employer Employees
1. Offutt Air Force Base 12,000
2. Omaha Public Schools 7,500
3. Alegent Health 5,000
4. Methodist Health System 5,000
5. First Data 5,000
6. First National Bank of Nebraska 2,500
7. Union Pacific Corp. 2,500
8. University of Nebraska Medical Center 2,500
9. The Nebraska Medical Center 2,500
10. ConAgra Foods 2,500
11. Mutual of Omaha 2,500
12. Oriental Trading Co. 2,500
13. PayPal 2,500
14. University of Nebraska Omaha 2,500
15. Creighton University 2,500
16. Millard Public Schools 2,500
17. Harrah's Casino 2,500
*Located in Sarpy County(immediately south of Omaha).
Source: Greater Omaha Chamber of Commerce Top 25 Employer List,2008(Ranked by Number of Employees.
4840-4072-0389.5 C-8
rough May 2009.
4840-4072-0389.5 C-7
100 13.2 62.100 13.3
Total Nonfarm Employment 462,800 100.0% 468,400 100.0%
Source: Bureau of Labor Statistics: State and Area Employment,Hours and Earnings.
4840-4072-0389.5 C-6
ace and cyberspace, to deliver integrated kinetic and non-kinetic effects to
include nuclear and information operations in support of U.S. Joint Force Commander operations, to
synchronize global missile defense plans and operations, to synchronize regional combating of weapons
of mass destruction plans, to provide integrated surveillance and reconnaissance allocation
recommendations to the SECDEF, 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
From an economy 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
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
n appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
22
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APPENDIX D
FORM OF CONTINUING DISCLOSURE UNDERTAKING
Following is the text of Section 19 of the First Supplemental Ordinance. Such Ordinance
provisions comprise the City's continuing disclosure undertakings pursuant to Securities and Exchange
Commission Rule 15c2-12(b)(5)(i)with respect to the Bonds.
(a) That the City does hereby covenant and agree and enter into a written
undertaking for the benefit of the holders and beneficial owners of the Bonds in accordance with
Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities
Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). Capitalized terms
used in this Section 19 and not otherwise defined in this Ordinance shall have the meanings
assigned such terms in subsection(d) hereof. It being the intention of the City that there be full
and complete compliance with the Rule, this Section shall be construed in accordance with the
written interpretative guidance and no-action letters published from time to time by the Securities
and Exchange Commission and its staff with respect to the Rule.
(b) The City undertakes to provide the following information as provided in this
Section 19:
(i) Annual Financial Information;
(ii) Audited Financial Statements, if any; and
(iii) Material Event Notices.
(c) (i) The City shall while any Bonds are outstanding provide the Annual
Financial Information on or before the date which is 270 days after the end of each fiscal year of
the City (the "Report Date") to the MSRB in an electronic format accompanied by identifying
information as prescribed by the MSRB. The City shall include with each submission of Annual
Financial Information a written representation to the effect that the Annual Financial Information
is the Annual Financial Information required by this Section 19 and that it complies with the
applicable requirements of this Section 19 and that it has been provided to the MSRB. If the City
changes its fiscal year, it shall provide written notice of the change of fiscal year to the MSRB. It
shall be sufficient if the City provides to the MSRB any or all of the Annual Financial
Information by specific reference to documents previously provided to the MSRB or filed with
the Securities and Exchange Commission and, if such a document is a final official statement
within the meaning of the Rule, available from the MSRB.
(ii) If not provided as part of the Annual Financial Information, the City
shall provide the Audited Financial Statements when and if available while any Bonds
are outstanding to the MSRB.
(iii) If a Material Event occurs while any Bonds are Outstanding, the City
shall provide a Material Event Notice in a timely manner to the MSRB. Each Material
Event Notice shall be so captioned and shall prominently state the date, title and CUSIP
numbers of the Bonds.
4840-4072-0389.5
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
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
n appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
22
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(iv) The City shall provide in a timely manner to the MSRB notice of any
failure by the City while any Bonds are outstanding to provide to the MSRB Annual
Financial Information on or before the Report Date.
(v) Any filing or report under this Section 19 may be made solely by
transmitting such filing or report to the MSRB in an electronic format accompanied by
identifying information as prescribed by the MSRB.
(d) The following are the definitions of the capitalized terms used in this Section 19
and not otherwise defined in this Ordinance:
(i) "Annual Financial Information" means the financial information or
operating data with respect to the City, provided at least annually, of the type included in
Appendix B of the final official statement with respect to the Bonds. The financial
statements included in the Annual Financial Information shall be prepared in accordance
with generally accepted accounting principles ("GAAP") for governmental units as
prescribed by the Government Accounting Standards Board ("GASB"). Such financial
statements may, but are not required to be,Audited Financial Statements.
(ii) "Audited Financial Statements" means the City's annual financial
statements, prepared in accordance with GAAP for governmental units as prescribed by
GASB, which financial statements shall have been audited by such auditor as shall be
then required or permitted by the laws of the State of Nebraska.
(iii) "Material Event" means any of the following events, if material, with
respect to the Bonds:
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to
perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
(G) Modifications to rights of Bondholders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution or sale of property securing repayment of
the Bonds; and
(K) 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 19. Reference is made to Commission Release
No. 34-59062, December 8, 2008 (the "Release") relating to the MSRB's Electronic
4840-4072-0389.5 D-2
Event Notice shall be so captioned and shall prominently state the date, title and CUSIP
numbers of the Bonds.
4840-4072-0389.5
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
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
n appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
22
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y = a a a (n w () Z CO E 2 n0 o Z 0 o O X co
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Municipal Market Access ("EMMA") system for municipal securities disclosure which
became effective on July 1, 2009. To the extent applicable to this Section 19, the City
shall comply with the Release and with EMMA.
(e) The continuing obligation hereunder of the City to provide Annual Financial
Information, Audited Financial Statements, if any, and Material Event Notices shall terminate
immediately once the Bonds no longer are outstanding. This Section 19, or any provision hereof,
shall be null and void in the event that the City obtains an opinion of nationally recognized bond
counsel to the effect that those portions of the Rule which require this Section 19, or any such
provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds,
provided that the City shall have provided notice of such delivery and the cancellation of this
Section 19 to the MSRB.
(i) This Section 19 may be amended, without the consent of the
Bondholders, but only upon the City obtaining an opinion of nationally recognized bond
counsel to the effect that such amendment, and giving effect thereto, will not adversely
affect the compliance of this Section 19 by the City with the Rule, provided that the City
shall have provided notice of such delivery and of the amendment to the MSRB. Any
such amendment shall satisfy, unless otherwise permitted by the Rule, the following
conditions:
(ii) 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;
(iii) This Section 19, as amended, would have complied with the
requirements of the Rule at the time of the primary offering, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
(iv) 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.
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 19 shall not
constitute an Event of Default with respect to the Bonds. If the City fails to comply herewith, any
Bondholder or beneficial owner may take such actions as may be necessary and appropriate,
including seeking specific performance by court order, to cause the City to comply with its
obligations hereunder."
4840-4072-0389.5 D-3
ate the date, title and CUSIP
numbers of the Bonds.
4840-4072-0389.5
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
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
n appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
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[This page intentionally left blank.]
4840-4072-0389.5 D-4
DY
•
4840-4072-0389.5
NERAL PURPOSE FINANCIAL STATEMENTS
4840-4072-0389.5
RASKA
By /s/Jim Suttle
Mayor
•
•
•
4840-4072-0389.5 34
first above written:
CITY OF OMAHA,NEBRASKA
By
Mayor
Attest:
City Clerk
(Seal)
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•
APPENDIX E
FORM OF BOND COUNSEL OPINION
[DATE OF DELIVERY]
City Council of the City
of Omaha,Nebraska
1819 Farnam Street
Omaha,NE 68183
$29,975,000
City of Omaha,Nebraska
Sanitary Sewerage System Revenue Bonds
Taxable Series of 2009B
(Build America Bonds—Direct Payment)
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance and sale by the City of Omaha
(the"City"), a municipal corporation in the State of Nebraska, of$29,975,000 aggregate principal amount
of Sanitary Sewerage System Revenue Bonds, Series of 2009B (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, 2010, at the rates per annum set forth in the schedule below and maturing
serially in numerical order on December 1, in each of the years and in the principal amounts as follows:
Maturity Principal Interest
(December 1) Amount Rate
2010 $680,000 1.035%
2011 660,000 1.435
2012 665,000 2.010
2013 675,000 2.577
2014 685,000 3.077
2015 700,000 3.377
2016 715,000 3.938
2017 730,000 4.379
2018 750,000 4.529
2019 775,000 4.679
2020 800,000 4.829
2021 825,000 4.979
2022 850,000 5.129
2023 880,000 5.279
2024 905,000 5.379
$5,070,000 5.903%Term Bonds Due December 1,2029
$13,610,000 6.153%Term Bonds Due December 1,2039
The Bonds are subject to optional and mandatory sinking fund redemption prior to their stated
maturities. The Bonds recite that they are issued by the City to pay the costs of the acquisition,
construction, improving and equipping of certain capital improvements to the City's sanitary sewerage
system (the "Project"), under the Constitution and laws of the State of Nebraska, including
4840-4072-0389.5
of the amendment.
The initial Annual Financial Information after the amendment shall explain, in narrative
form, the reasons for the amendment and the effect of the change, if any, in the type of operating
data or financial information being provided.
(f) Any failure by the City to perform in accordance with this Section 19 shall not
constitute an Event of Default with respect to the Bonds. If the City fails to comply herewith, any
Bondholder or beneficial owner may take such actions as may be necessary and appropriate,
including seeking specific performance by court order, to cause the City to comply with its
obligations hereunder."
4840-4072-0389.5 D-3
ate the date, title and CUSIP
numbers of the Bonds.
4840-4072-0389.5
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
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
n appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
22
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Sections 18-501 to 18-512, Reissue Revised Statutes of Nebraska of 1997, as amended, the Home Rule
Charter of the City of Omaha of 1956, as amended, and Ordinance Nos. 37507 and 38565 of the City
Council (collectively,the"Ordinance")of the City duly enacted and adopted.
The Ordinance provides that the City shall deposit to the credit of the Revenue Fund (as
hereinafter defined) a sufficient amount of Revenues (as defined in the Ordinance)to pay the principal of
and interest on the bonds of each series issued under the provisions of the Ordinance as they become due.
The Ordinance permits the issuance, under the conditions,limitations and restrictions therein set forth, of
additional bonds to be issued under separate ordinances on a parity with the outstanding bonds previously
issued under the Ordinance or such a separate ordinance. The Bonds are secured by the Revenues on a
parity with the City's Sanitary Sewerage System Revenue Bonds, Series of 2006, the City of Elkhorn,
Nebraska Sewer Revenue Refunding Bonds, Series 2003 (assumed by the City upon its annexation in
2007 of the former City of Elkhorn), and three issues of Notes by the City to the Nebraska Department of
Environmental Quality.
The City of Omaha has covenanted in the Ordinance to at all times do and perform all acts and
things permitted by law and necessary or desirable to assure that, for purposes of federal income taxation,
be excludable from the gross income of the recipient and the Bonds will qualify as"build America bonds"
under Section 54AA(d) of the Internal Revenue Code (the "Code") and as "qualified bonds" under
Section 54AA(g)of the Code.
We have examined the Constitution and laws of the State of Nebraska, the Charter of the City,
certified copies of proceedings of the City Council of the City authorizing the issuance of the Bonds, the
Ordinance and the form of an executed bond of each series of said issue.
From such examination,we are of the opinion that:
1. The City is a municipal corporation of the State of Nebraska duly organized and
validly existing under the Constitution and laws of the State of Nebraska and has the full right,
power and authority under said laws to issue revenue bonds, such as the Bonds, for the purpose of
obtaining funds to provide capital improvements for the City's sanitary sewerage system.
2. The Bonds have been duly authorized, executed, issued and delivered under the
provisions of the Ordinance for the purpose of providing moneys for (a)paying the costs of the
Project and (b)establishing a reserve for the Bonds in an amount equal to the Reserve Account
Requirement to be credited to the Sewer Revenue Bond Reserve Account of the Revenue Fund.
3. The Bonds are legal, valid and binding special obligations of the City enforceable
in accordance with their terms, and payable solely from the special fund specified by the
Ordinance and designated the"Sewer Revenue Fund"(the"Revenue Fund").
4. The City is not obligated to pay the Bonds or the interest thereon except from the
Revenues, as provided in the Ordinance, and the full faith and credit of the City are not pledged to
the payment of such principal or interest.
Assuming compliance by the City of Omaha with certain covenants, existing laws,
regulations, rulings and judicial decisions, the Bonds are "build America bonds" under
Section 54AA(d)of the Code and"qualified bonds" under Section 54AA(g)of the Code. Failure
of the City of Omaha to comply with such requirements could result in the Bonds failing to be
"build America bonds" under Section 54AA(d) or "qualified bonds" under Section 54AA(g)
4840-4072-0389.5 E-2
iott
Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
n appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
22
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retroactively to the date of issuance of the Bonds. It is further our opinion that the Bonds will be
characterized as indebtedness of the City of Omaha for federal income tax purposes.
Interest on the Bonds is not excluded from gross income for federal income tax purposes
under Section 103 of the Code, nor is such interest exempt from Nebraska state income taxation.
Purchasers of the Bonds should consult their own tax advisors as to the tax consequences of
purchasing or owning the Bonds.
In order to ensure compliance with Treasury Circular 230, please note that: (i)this opinion was
not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding
penalties that may be imposed on the taxpayer; and (ii)each taxpayer should seek advice based on the
taxpayer's particular circumstances from an independent tax advisor.
Very truly yours,
[To be signed and delivered at closing by
Kutak Rock LLP]
•
4840-4072-0389.5 E-3
y upon its annexation in
2007 of the former City of Elkhorn), and three issues of Notes by the City to the Nebraska Department of
Environmental Quality.
The City of Omaha has covenanted in the Ordinance to at all times do and perform all acts and
things permitted by law and necessary or desirable to assure that, for purposes of federal income taxation,
be excludable from the gross income of the recipient and the Bonds will qualify as"build America bonds"
under Section 54AA(d) of the Internal Revenue Code (the "Code") and as "qualified bonds" under
Section 54AA(g)of the Code.
We have examined the Constitution and laws of the State of Nebraska, the Charter of the City,
certified copies of proceedings of the City Council of the City authorizing the issuance of the Bonds, the
Ordinance and the form of an executed bond of each series of said issue.
From such examination,we are of the opinion that:
1. The City is a municipal corporation of the State of Nebraska duly organized and
validly existing under the Constitution and laws of the State of Nebraska and has the full right,
power and authority under said laws to issue revenue bonds, such as the Bonds, for the purpose of
obtaining funds to provide capital improvements for the City's sanitary sewerage system.
2. The Bonds have been duly authorized, executed, issued and delivered under the
provisions of the Ordinance for the purpose of providing moneys for (a)paying the costs of the
Project and (b)establishing a reserve for the Bonds in an amount equal to the Reserve Account
Requirement to be credited to the Sewer Revenue Bond Reserve Account of the Revenue Fund.
3. The Bonds are legal, valid and binding special obligations of the City enforceable
in accordance with their terms, and payable solely from the special fund specified by the
Ordinance and designated the"Sewer Revenue Fund"(the"Revenue Fund").
4. The City is not obligated to pay the Bonds or the interest thereon except from the
Revenues, as provided in the Ordinance, and the full faith and credit of the City are not pledged to
the payment of such principal or interest.
Assuming compliance by the City of Omaha with certain covenants, existing laws,
regulations, rulings and judicial decisions, the Bonds are "build America bonds" under
Section 54AA(d)of the Code and"qualified bonds" under Section 54AA(g)of the Code. Failure
of the City of Omaha to comply with such requirements could result in the Bonds failing to be
"build America bonds" under Section 54AA(d) or "qualified bonds" under Section 54AA(g)
4840-4072-0389.5 E-2
iott
Worldwide Reservation Center and Omaha Steaks. Omaha is the home of Peter Kiewit Sons', Inc., one
4840-4072-0389.5 C-4
ing
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.
4840-4072-0389.5 C-2
n appropriate statement,
signed under penalties of perjury, identifying the foreign holder as the beneficial owner and stating,
among other things,that the foreign holder is not a U.S. person, (2)the foreign holder is not a"10 percent
4840-4072-0389.5 30
22
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SCHEDULE I
Bond Principal and Interest Requirements
•
BAB
Total Interest Debt Service Net Annual
Date Principal. Interest Debt Service Credit Reserve Fund Debt Service Net DM
00101,2010 749,305.8E 749305,68 -282.256.22 151162.92 471,079.70
12/0112010 660,000 788,742.23 1468,742.83 -276,059.99 16,80947 1,175,873.37
12/3112010 1646,253.07
08101/2011 785,223.83 785,223.83 •274,82834 10,809.47 423,588.02
imam 660,000 7 8'5,22383 1,445,223.83 -274,828.34 16,802.47 1,153,526.02
1213112011 1,6 47,172.04
0610112012 7804,2.33 780488,33 -273,170.92 16.809.47 420,507.94
12101/2012 685,000 780.428.33 144.5,488.33 -273.170.22 16.809.47 1.15J 507.94
1213112012 1,648,015.88
06/0112013 773,805.08 773,805.06 -270,831.78 10,809.47 488.18:3.83
11012013 675,000 773,805.03 1.,448,8.05.08 -270,831..78 10,809.47 1,181,163.23
1213112013 1,647,327,66
013101(2014 765,107.70 7655,107.70 -287,787.70 16,80947 480,510.53
121012014 585,009 765,107.70 1,450,107.70 -267,787.7,0 18,802.47 1,106,510.53
12'31/2014 1,640,021.08
06/01.12015 754,543.6E 754,n68.98 -284,929.14 18609.47 473,660.37
i12/0112015 700,000 754,56892 1,44,568.99 284,099:14 16;80947 1.173660.37
12431/2015 1,647,320.74
0 610 1/20 1 6 .742.749.48 742,749,.48 t259,262.32 16,802.47 465,977.69
12/01/2016 715,000 742,743.45 1457,742.48 -259,262.332 16,809.47 1,180,977.69
1213112018 1,648,255,38
06/01/2017 722,671.13 728,671.13 -255.034.20 16.80847 458,826.76
12/01/2017 730,000 722,671.13 1,458,671.13 -255634,90 16,809,47 1,188,826.76
12'3112017 1,643,053.52
06/1/2018 712,687.78 71.2,687.78 -249,440.72 10,809.47 448,437.5P
1210//2018 750,000 712,687.78 1,462,687.7 8 -242.4,10.72 16,80947 1,128,437 69
121312018 1,64.2,275..19
06101,2012 695,704.03 825,704,03 -243,496.41 16,80947 435,328.15
12/0142019 775:,000 0 95,704.03 1.470,704,03 -243,496.41 16.809.47 1,210,328.15
12131/2012 1,645.7e 96.30'
08/01,2020 077„572.20 677,572.90 -237,15052 16,809.47 423,612.91
12101/2020 800,000 677,572.20 1,477,572.90 -237,150.52 16,80947 1,223612.21
1213112020 1,647 225.82
061011202.1 858,25800 652,256.90 -230,389.92 16,902.47 411,057.61
12101/2021 825,000 658,258.90 1483,255.20 -230,389 92 16,80247 1,236,057.51
12/3112021 1,647,115.02
0610'112022 637,718.53 837,718.53 -223,201.49 16,802,47 397,707.57
/2101/2022 B50,000 537,7125.3 1.487,718,53 -223,201.49 16,809.477 1,247,707.57
122112022. 1,645,415.14
0611/2023 615,920.28 815,920.2E -215,572.10 10,909.47 383,638.71
12101.12023 880,000 615,820.22, 1,495,920.28 -215,572.10 18,809:47 1263,538.71
12/3112023 1,647,07 7.42.
06/0112024 592,692.6E 592,892.68 -207,442.44 16,809.47 368,440.77
'12/0112024 905,.000 592,62225 1,427,89229 -207.442.44 16,802.47 1,273,440.77
12/3112024 1,641,881.54
0681/2025 569,352.70 588,352.70 -198,923.45 18„802.477 352,012.78
12012025 240,.000 58.3,352.70 '1,508,352.70 -198,923.45 16.809.47 1.2226119.78
12131120255 1,845,239.56
0610112026 540,6013.60 540,608.80 -189,213.01 '16609.47 334,585.12
1210112028 275.000 540,608.60 1,515,808.80 -169,21301 18,802.47 1,309585.12
1213112026 1,844,172.24
0810112027 511,831.42 511,831..48 179,141.02 16,802.47 315,880.22
12/0/12027 1,015,000 511,831.48 1228,831.46 -172,141,02 18,802.47 1,330,880.29
12/31/2027 1,646,761.28
0610112028 481,873.75 421,873,.75 -168 655.81 18,809.47 226,408.47
1231/2028 1,050,000 481,873.75 '1,531,873.75 -188,65511 18,809.47 1,346,408.47
1213112028 1,642,816.24
06101.2022 450,883.00 450,263.00 -157 09.05 16,80947 278,284.48
1201/2029 1,020,000 450,893.00 1,640,883.03 -1.57,809115 18.90247 1,366,264.48
/213112022 1,642,528.96
06101/2030 41€,711.65 418,711.65 -146,542.08 16.80,47 255,353.10
12101/2039 1,135,000 418,711.65 1,553,711.;65 -148,54908 16,802,47 1,300,353.10
1213112030 1645,796.20 •
06/01/2031 383,793.3E 3883,793.38 -134;327.68 16.802,47 232,655.23
121,31/2031 1.180,500 383,723.33 1.563,793.38 -134.327,68 16.90947 1 412,8516.23
1213112031 1,E45,312.46
0610112032 347,42.0.08 347,490.68 -121,521.74 16,809.47 202,05,.47
12,0112032 1,21'5,000 347,49+25 1,572,420.68 -121,621.74 16,802.47 1,434,054.47
12131.12032 1643,11224
06101/2033 309,803,55 302,233.55 -108,43124 16,804.47 184,562.84
12/0112033 1,275,000 309,803.55 1,584,803.55 -108,43124 16.802.47 1,459,562.84
12/31/2033 1,644,125.68
0610112034 270,578.18 270 578..18 -94,702.36 18,809:47 159,066.35
1201/2034 1,325,000 270,572.18 1,595,578.18 -94,702.36 16,809.47 1,484,066.35
12"31/2034 1,643,132.70
06/01.,2035 229,814.55• 229,614.55 -80,43502 16,802:47 132,502.99
12101.2035 1,380,000 229,814.55 1,602614.55 -50,435.09 16,809.47 1,512,589.92
12'3112035 1,345,1.3928
06701/2036 187,358.24 187 35815 -65,575,80 18.802,47 104;273.78
1210112038 1,435,000 '197,358.85 1,622,35865 435,57560 16,1309.47 1,532,973.78
1213112036 1,844,947.56
0/310112037 143,211.03 143,211.08 -50,12368 18,802.47 78,2.77.73
12/0112037 1,420,000 143,211.63 1,633,211.08 -50,123.88 16,80,2.47 1,668,277.73
12/3112037 1,642,555.46
081011203E 97 371.23 97,371,23 .34,079.93 16602.47 46,481.83
BAB
Total Interest Debt Service Net Annual
Date Principal Interest Debt Service Credit Reserve Fund Debt Service Net DM
12101)2038 1,550.000 97.371.23 1,647,371,23 -34,079,93 16,802.47 1.696,481 83
1251;2038 1,642,963 66
06,01;2039 49,685.48 42,685.48 -17,38912 16,802.47 15.483.02
12101/2032 1,615,000 49,685 48 1,864,68548 -17,289.92 1.1327.756.07 -50,400 51
1213112032 -34,974.42
22,175,000 31,363,120.09 61,333,120.0g -10,277.092.10 2,683,674 32 47.672,353 67 47,672,353.67
•
k. k. .
i„ N,
. 4
>.
C-25A CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebraska
RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
WHEREAS, the City of Omaha, Nebraska (the "City") is authorized to issue in one or
more series up to $31,000,000 aggregate principal amount of its Sanitary Sewerage System
Revenue Bonds, Series of 2009 (collectively, the "Bonds"), pursuant to Ordinance No. 37507,
duly enacted on October 24, 2006 (the "Original Ordinance"), as supplemented by Ordinance
No. 38565, duly enacted on November 10, 2009 (collectively, the "Ordinance"), for the purpose
of providing funds, together with other available moneys, to finance the cost of acquisition,
construction, improving and equipping of capital improvements for the City's sanitary sewerage
system; and,
WHEREAS, as contemplated by the Ordinance, the City Council desires to designate the
aggregate principal amount of the Bonds, to issue the Bonds as a single series, to fix the years
and amounts in which the Bonds will mature, to award the Bonds, to specify the interest rate of
each such Bond, to specify the redemption provision of the Bonds, to designate the Bonds as
"Build America Bonds" for federal income tax purposes, to direct that the Bonds be delivered to
or upon the order of the underwriter thereof upon payment of the purchase price and to make
other necessary determinations as hereinafter set forth; and,
WHEREAS, as further contemplated by the Ordinance, the City Council desires to
approve the form and substance of a Bond Purchase Agreement (as hereinafter defined) with
respect to the Bonds and authorize its execution and delivery; and,
WHEREAS, as contemplated by the Ordinance, the City Council desires to ratify the
distribution of the Preliminary Official Statement for the Bonds and to authorize the execution
and distribution of the final Official Statement for the Bonds.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
Section 1. The Bonds shall be issued in one series, namely, the Sanitary Sewerage
System Revenue Bonds, Taxable Series of 2009B (Build America Bonds—Direct Payment) (the
"2009B Bonds"), as serial and term Bonds in the aggregate principal amount of Twenty-Nine
Million Nine Hundred Seventy-Five Thousand Dollars ($29,975,000), bear interest from their
date of delivery, payable June 1 and December 1 of each year, commencing June 1, 2010, until
maturity at the rates, mature on the dates and in the amounts, and be sold at the prices or yields
set forth below:
By
Councilmember
Adopted
City Clerk
Approved
Mayor
-237,15052 16,809.47 423,612.91
12101/2020 800,000 677,572.20 1,477,572.90 -237,150.52 16,80947 1,223612.21
1213112020 1,647 225.82
061011202.1 858,25800 652,256.90 -230,389.92 16,902.47 411,057.61
12101/2021 825,000 658,258.90 1483,255.20 -230,389 92 16,80247 1,236,057.51
12/3112021 1,647,115.02
0610'112022 637,718.53 837,718.53 -223,201.49 16,802,47 397,707.57
/2101/2022 B50,000 537,7125.3 1.487,718,53 -223,201.49 16,809.477 1,247,707.57
122112022. 1,645,415.14
0611/2023 615,920.28 815,920.2E -215,572.10 10,909.47 383,638.71
12101.12023 880,000 615,820.22, 1,495,920.28 -215,572.10 18,809:47 1263,538.71
12/3112023 1,647,07 7.42.
06/0112024 592,692.6E 592,892.68 -207,442.44 16,809.47 368,440.77
'12/0112024 905,.000 592,62225 1,427,89229 -207.442.44 16,802.47 1,273,440.77
12/3112024 1,641,881.54
0681/2025 569,352.70 588,352.70 -198,923.45 18„802.477 352,012.78
12012025 240,.000 58.3,352.70 '1,508,352.70 -198,923.45 16.809.47 1.2226119.78
12131120255 1,845,239.56
0610112026 540,6013.60 540,608.80 -189,213.01 '16609.47 334,585.12
1210112028 275.000 540,608.60 1,515,808.80 -169,21301 18,802.47 1,309585.12
1213112026 1,844,172.24
0810112027 511,831.42 511,831..48 179,141.02 16,802.47 315,880.22
12/0/12027 1,015,000 511,831.48 1228,831.46 -172,141,02 18,802.47 1,330,880.29
12/31/2027 1,646,761.28
0610112028 481,873.75 421,873,.75 -168 655.81 18,809.47 226,408.47
1231/2028 1,050,000 481,873.75 '1,531,873.75 -188,65511 18,809.47 1,346,408.47
1213112028 1,642,816.24
06101.2022 450,883.00 450,263.00 -157 09.05 16,80947 278,284.48
1201/2029 1,020,000 450,893.00 1,640,883.03 -1.57,809115 18.90247 1,366,264.48
/213112022 1,642,528.96
06101/2030 41€,711.65 418,711.65 -146,542.08 16.80,47 255,353.10
12101/2039 1,135,000 418,711.65 1,553,711.;65 -148,54908 16,802,47 1,300,353.10
1213112030 1645,796.20 •
06/01/2031 383,793.3E 3883,793.38 -134;327.68 16.802,47 232,655.23
121,31/2031 1.180,500 383,723.33 1.563,793.38 -134.327,68 16.90947 1 412,8516.23
1213112031 1,E45,312.46
0610112032 347,42.0.08 347,490.68 -121,521.74 16,809.47 202,05,.47
12,0112032 1,21'5,000 347,49+25 1,572,420.68 -121,621.74 16,802.47 1,434,054.47
12131.12032 1643,11224
06101/2033 309,803,55 302,233.55 -108,43124 16,804.47 184,562.84
12/0112033 1,275,000 309,803.55 1,584,803.55 -108,43124 16.802.47 1,459,562.84
12/31/2033 1,644,125.68
0610112034 270,578.18 270 578..18 -94,702.36 18,809:47 159,066.35
1201/2034 1,325,000 270,572.18 1,595,578.18 -94,702.36 16,809.47 1,484,066.35
12"31/2034 1,643,132.70
06/01.,2035 229,814.55• 229,614.55 -80,43502 16,802:47 132,502.99
12101.2035 1,380,000 229,814.55 1,602614.55 -50,435.09 16,809.47 1,512,589.92
12'3112035 1,345,1.3928
06701/2036 187,358.24 187 35815 -65,575,80 18.802,47 104;273.78
1210112038 1,435,000 '197,358.85 1,622,35865 435,57560 16,1309.47 1,532,973.78
1213112036 1,844,947.56
0/310112037 143,211.03 143,211.08 -50,12368 18,802.47 78,2.77.73
12/0112037 1,420,000 143,211.63 1,633,211.08 -50,123.88 16,80,2.47 1,668,277.73
12/3112037 1,642,555.46
081011203E 97 371.23 97,371,23 .34,079.93 16602.47 46,481.83
C-25A CITY OF OMAHA
- LEGISLATIVE CHAMBER
Omaha,Nebraska
PAGE 2
City of Omaha,Nebraska
SANITARY SEWERAGE SYSTEM REVENUE BONDS
Taxable Series of 2009B
(Build America Bonds—Direct Payment)
Maturity Principal Interest
(December 1) Amount Rate Yield Price
2010 $680,000 1.035% 1.035% 100%
2011 660,000 1.435 1.435 100
2012 665,000 2.010 2.010 100
2013 675,000 2.577 2.577 100
2014 685,000 3.077 3.077 100
2015 700,000 3.377 3.377 100
2016 715,000 3.938 3.938 100
2017 730,000 4.379 4.379 100
2018 750,000 4.529 4.529 100
2019 775,000 4.679 4.679 100
2020 800,000 4.829 4.829 100
2021 825,000 4.979 4.979 100
2022 850,000 5.129 5.129 100
2023 880,000 5.279 5.279 100
2024 905,000 5.379 5.379 100
•
$5,070,000 5.903%Term Bonds Due December 1,2029—Price 100%
$13,610,000 6.153%Term Bonds Due December 1,2039—Price 100%
Section 2. The City Council has received a proposed purchase contract for the Bonds
(the "Bond Purchase Agreement"),dated November 24, 2009, accompanied by a corporate check
in the amount of$299,750.00 representing the good-faith deposit with respect to the Bonds, with
respect to the purchase of the Bonds by D.A. Davidson & Co. (the "Underwriter"). The Bond
Purchase Agreement has been reviewed by the City Council, the City Attorney and the Finance
Director. After having carefully considered the matter, the City Council hereby finds and
determines that the Bond Purchase Agreement is in the best interests of the City. The City
Council hereby authorizes and approves the Bond Purchase Agreement and directs that it shall be
executed by and on behalf of the City by the Mayor of the City, with the official seal of the City
By
Councilmember
Adopted
City Clerk
Approved
Mayor
ds—Direct Payment) (the
"2009B Bonds"), as serial and term Bonds in the aggregate principal amount of Twenty-Nine
Million Nine Hundred Seventy-Five Thousand Dollars ($29,975,000), bear interest from their
date of delivery, payable June 1 and December 1 of each year, commencing June 1, 2010, until
maturity at the rates, mature on the dates and in the amounts, and be sold at the prices or yields
set forth below:
By
Councilmember
Adopted
City Clerk
Approved
Mayor
-237,15052 16,809.47 423,612.91
12101/2020 800,000 677,572.20 1,477,572.90 -237,150.52 16,80947 1,223612.21
1213112020 1,647 225.82
061011202.1 858,25800 652,256.90 -230,389.92 16,902.47 411,057.61
12101/2021 825,000 658,258.90 1483,255.20 -230,389 92 16,80247 1,236,057.51
12/3112021 1,647,115.02
0610'112022 637,718.53 837,718.53 -223,201.49 16,802,47 397,707.57
/2101/2022 B50,000 537,7125.3 1.487,718,53 -223,201.49 16,809.477 1,247,707.57
122112022. 1,645,415.14
0611/2023 615,920.28 815,920.2E -215,572.10 10,909.47 383,638.71
12101.12023 880,000 615,820.22, 1,495,920.28 -215,572.10 18,809:47 1263,538.71
12/3112023 1,647,07 7.42.
06/0112024 592,692.6E 592,892.68 -207,442.44 16,809.47 368,440.77
'12/0112024 905,.000 592,62225 1,427,89229 -207.442.44 16,802.47 1,273,440.77
12/3112024 1,641,881.54
0681/2025 569,352.70 588,352.70 -198,923.45 18„802.477 352,012.78
12012025 240,.000 58.3,352.70 '1,508,352.70 -198,923.45 16.809.47 1.2226119.78
12131120255 1,845,239.56
0610112026 540,6013.60 540,608.80 -189,213.01 '16609.47 334,585.12
1210112028 275.000 540,608.60 1,515,808.80 -169,21301 18,802.47 1,309585.12
1213112026 1,844,172.24
0810112027 511,831.42 511,831..48 179,141.02 16,802.47 315,880.22
12/0/12027 1,015,000 511,831.48 1228,831.46 -172,141,02 18,802.47 1,330,880.29
12/31/2027 1,646,761.28
0610112028 481,873.75 421,873,.75 -168 655.81 18,809.47 226,408.47
1231/2028 1,050,000 481,873.75 '1,531,873.75 -188,65511 18,809.47 1,346,408.47
1213112028 1,642,816.24
06101.2022 450,883.00 450,263.00 -157 09.05 16,80947 278,284.48
1201/2029 1,020,000 450,893.00 1,640,883.03 -1.57,809115 18.90247 1,366,264.48
/213112022 1,642,528.96
06101/2030 41€,711.65 418,711.65 -146,542.08 16.80,47 255,353.10
12101/2039 1,135,000 418,711.65 1,553,711.;65 -148,54908 16,802,47 1,300,353.10
1213112030 1645,796.20 •
06/01/2031 383,793.3E 3883,793.38 -134;327.68 16.802,47 232,655.23
121,31/2031 1.180,500 383,723.33 1.563,793.38 -134.327,68 16.90947 1 412,8516.23
1213112031 1,E45,312.46
0610112032 347,42.0.08 347,490.68 -121,521.74 16,809.47 202,05,.47
12,0112032 1,21'5,000 347,49+25 1,572,420.68 -121,621.74 16,802.47 1,434,054.47
12131.12032 1643,11224
06101/2033 309,803,55 302,233.55 -108,43124 16,804.47 184,562.84
12/0112033 1,275,000 309,803.55 1,584,803.55 -108,43124 16.802.47 1,459,562.84
12/31/2033 1,644,125.68
0610112034 270,578.18 270 578..18 -94,702.36 18,809:47 159,066.35
1201/2034 1,325,000 270,572.18 1,595,578.18 -94,702.36 16,809.47 1,484,066.35
12"31/2034 1,643,132.70
06/01.,2035 229,814.55• 229,614.55 -80,43502 16,802:47 132,502.99
12101.2035 1,380,000 229,814.55 1,602614.55 -50,435.09 16,809.47 1,512,589.92
12'3112035 1,345,1.3928
06701/2036 187,358.24 187 35815 -65,575,80 18.802,47 104;273.78
1210112038 1,435,000 '197,358.85 1,622,35865 435,57560 16,1309.47 1,532,973.78
1213112036 1,844,947.56
0/310112037 143,211.03 143,211.08 -50,12368 18,802.47 78,2.77.73
12/0112037 1,420,000 143,211.63 1,633,211.08 -50,123.88 16,80,2.47 1,668,277.73
12/3112037 1,642,555.46
081011203E 97 371.23 97,371,23 .34,079.93 16602.47 46,481.83
C-25A CITY OF OMAHA
• -' ` LEGISLATIVE CHAMBER
Omaha,Nebraska
PAGE 3
impressed or imprinted thereon and attested by the City Clerk in substantially the form presented
to the City Council at the meeting of the City Council at which this Resolution is adopted and as
attached hereto as Exhibit A, 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.
Section 3. The City Council hereby awards the Bonds to the Underwriter in
accordance with the provisions of the Bond Purchase Agreement for an aggregate purchase price
of 99.25% ($29,750,187.50) of the aggregate principal amount of the Bonds (par of the Bonds
minus Underwriter's discount of$224,812.50).
Section 4. The Bonds, upon their execution and registration, shall be delivered to the
Underwriter upon payment of the purchase price thereof, all as more fully provided in and
subject to the terms and conditions of the Bond Purchase Agreement.
Section 5. The City Council has examined and considered the Preliminary Official
Statement and the final Official Statement prepared by the Underwriters, counsel for the
Underwriters and various officers of the City. The City Council hereby ratifies the distribution
of the Preliminary Official Statement, authorizes the distribution of the final Official Statement
by.the Underwriters in connection with the offering and sale of the Bonds and directs the Mayor
to execute by manual or facsimile signature such final Official Statement for and on behalf of the
City substantially in the form attached hereto as Exhibit B with such changes, insertions,
omissions and such filling-in of blanks therein as may be approved and made in such Official
Statement by the officer of the City executing the same pursuant to this Section.
Section 6. The City Council hereby fixes and determines that the principal and
interest requirements for the Bonds shall be the amounts set forth in Schedule I attached hereto
and made a part of this Resolution as fully and completely as if herein set out in full.
Section 7. The City Council hereby fixes and determines the following terms of the
Bonds:
By
Councilmember
Adopted
City Clerk
Approved
Mayor
52 16,809.47 423,612.91
12101/2020 800,000 677,572.20 1,477,572.90 -237,150.52 16,80947 1,223612.21
1213112020 1,647 225.82
061011202.1 858,25800 652,256.90 -230,389.92 16,902.47 411,057.61
12101/2021 825,000 658,258.90 1483,255.20 -230,389 92 16,80247 1,236,057.51
12/3112021 1,647,115.02
0610'112022 637,718.53 837,718.53 -223,201.49 16,802,47 397,707.57
/2101/2022 B50,000 537,7125.3 1.487,718,53 -223,201.49 16,809.477 1,247,707.57
122112022. 1,645,415.14
0611/2023 615,920.28 815,920.2E -215,572.10 10,909.47 383,638.71
12101.12023 880,000 615,820.22, 1,495,920.28 -215,572.10 18,809:47 1263,538.71
12/3112023 1,647,07 7.42.
06/0112024 592,692.6E 592,892.68 -207,442.44 16,809.47 368,440.77
'12/0112024 905,.000 592,62225 1,427,89229 -207.442.44 16,802.47 1,273,440.77
12/3112024 1,641,881.54
0681/2025 569,352.70 588,352.70 -198,923.45 18„802.477 352,012.78
12012025 240,.000 58.3,352.70 '1,508,352.70 -198,923.45 16.809.47 1.2226119.78
12131120255 1,845,239.56
0610112026 540,6013.60 540,608.80 -189,213.01 '16609.47 334,585.12
1210112028 275.000 540,608.60 1,515,808.80 -169,21301 18,802.47 1,309585.12
1213112026 1,844,172.24
0810112027 511,831.42 511,831..48 179,141.02 16,802.47 315,880.22
12/0/12027 1,015,000 511,831.48 1228,831.46 -172,141,02 18,802.47 1,330,880.29
12/31/2027 1,646,761.28
0610112028 481,873.75 421,873,.75 -168 655.81 18,809.47 226,408.47
1231/2028 1,050,000 481,873.75 '1,531,873.75 -188,65511 18,809.47 1,346,408.47
1213112028 1,642,816.24
06101.2022 450,883.00 450,263.00 -157 09.05 16,80947 278,284.48
1201/2029 1,020,000 450,893.00 1,640,883.03 -1.57,809115 18.90247 1,366,264.48
/213112022 1,642,528.96
06101/2030 41€,711.65 418,711.65 -146,542.08 16.80,47 255,353.10
12101/2039 1,135,000 418,711.65 1,553,711.;65 -148,54908 16,802,47 1,300,353.10
1213112030 1645,796.20 •
06/01/2031 383,793.3E 3883,793.38 -134;327.68 16.802,47 232,655.23
121,31/2031 1.180,500 383,723.33 1.563,793.38 -134.327,68 16.90947 1 412,8516.23
1213112031 1,E45,312.46
0610112032 347,42.0.08 347,490.68 -121,521.74 16,809.47 202,05,.47
12,0112032 1,21'5,000 347,49+25 1,572,420.68 -121,621.74 16,802.47 1,434,054.47
12131.12032 1643,11224
06101/2033 309,803,55 302,233.55 -108,43124 16,804.47 184,562.84
12/0112033 1,275,000 309,803.55 1,584,803.55 -108,43124 16.802.47 1,459,562.84
12/31/2033 1,644,125.68
0610112034 270,578.18 270 578..18 -94,702.36 18,809:47 159,066.35
1201/2034 1,325,000 270,572.18 1,595,578.18 -94,702.36 16,809.47 1,484,066.35
12"31/2034 1,643,132.70
06/01.,2035 229,814.55• 229,614.55 -80,43502 16,802:47 132,502.99
12101.2035 1,380,000 229,814.55 1,602614.55 -50,435.09 16,809.47 1,512,589.92
12'3112035 1,345,1.3928
06701/2036 187,358.24 187 35815 -65,575,80 18.802,47 104;273.78
1210112038 1,435,000 '197,358.85 1,622,35865 435,57560 16,1309.47 1,532,973.78
1213112036 1,844,947.56
0/310112037 143,211.03 143,211.08 -50,12368 18,802.47 78,2.77.73
12/0112037 1,420,000 143,211.63 1,633,211.08 -50,123.88 16,80,2.47 1,668,277.73
12/3112037 1,642,555.46
081011203E 97 371.23 97,371,23 .34,079.93 16602.47 46,481.83
C 25A CITY OF OMAHA
LEGISLATIVE CHAMBER •
Omaha,Nebraska
PAGE 4
(i) The Bonds maturing on or prior to December 1, 2019 shall not be subject to
redemption prior to their stated maturities. The Bonds maturing on or after December 1, 2020
shall be subject to redemption at the option of the City of Omaha prior to their stated maturities
at any time on and after December 1, 2019, in whole or in part, in such order of maturities as the
City may elect and in such manner as the Paying Agent deems fair within a maturity, at the
principal amount thereof, without premium, plus the interest accrued to the redemption date.
(ii) The 2009B Bonds maturing on December 1, 2029 are subject to mandatory
sinking fund redemption from sinking fund payments prior to their respective maturity dates, at a
price of par, without premium, on December 1, 2025 and on each December 1 thereafter in the
years and principal amounts set forth below:
Year Principal Amount
2025 $ 940,000
2026 975,000
2027 1,015,000
2028 1,050,000
2029(maturity) 1,090,000
The Bonds maturing on December 1, 2039 are subject to mandatory sinking fund
redemption from sinking fund payments prior to their respective maturity dates, at a price of par,
without premium, on December 1, 2030 and on each December 1 thereafter in the years and
principal amounts set forth below:
•
By
Councilmember
Adopted
City Clerk
Approved
Mayor
of the Preliminary Official Statement, authorizes the distribution of the final Official Statement
by.the Underwriters in connection with the offering and sale of the Bonds and directs the Mayor
to execute by manual or facsimile signature such final Official Statement for and on behalf of the
City substantially in the form attached hereto as Exhibit B with such changes, insertions,
omissions and such filling-in of blanks therein as may be approved and made in such Official
Statement by the officer of the City executing the same pursuant to this Section.
Section 6. The City Council hereby fixes and determines that the principal and
interest requirements for the Bonds shall be the amounts set forth in Schedule I attached hereto
and made a part of this Resolution as fully and completely as if herein set out in full.
Section 7. The City Council hereby fixes and determines the following terms of the
Bonds:
By
Councilmember
Adopted
City Clerk
Approved
Mayor
52 16,809.47 423,612.91
12101/2020 800,000 677,572.20 1,477,572.90 -237,150.52 16,80947 1,223612.21
1213112020 1,647 225.82
061011202.1 858,25800 652,256.90 -230,389.92 16,902.47 411,057.61
12101/2021 825,000 658,258.90 1483,255.20 -230,389 92 16,80247 1,236,057.51
12/3112021 1,647,115.02
0610'112022 637,718.53 837,718.53 -223,201.49 16,802,47 397,707.57
/2101/2022 B50,000 537,7125.3 1.487,718,53 -223,201.49 16,809.477 1,247,707.57
122112022. 1,645,415.14
0611/2023 615,920.28 815,920.2E -215,572.10 10,909.47 383,638.71
12101.12023 880,000 615,820.22, 1,495,920.28 -215,572.10 18,809:47 1263,538.71
12/3112023 1,647,07 7.42.
06/0112024 592,692.6E 592,892.68 -207,442.44 16,809.47 368,440.77
'12/0112024 905,.000 592,62225 1,427,89229 -207.442.44 16,802.47 1,273,440.77
12/3112024 1,641,881.54
0681/2025 569,352.70 588,352.70 -198,923.45 18„802.477 352,012.78
12012025 240,.000 58.3,352.70 '1,508,352.70 -198,923.45 16.809.47 1.2226119.78
12131120255 1,845,239.56
0610112026 540,6013.60 540,608.80 -189,213.01 '16609.47 334,585.12
1210112028 275.000 540,608.60 1,515,808.80 -169,21301 18,802.47 1,309585.12
1213112026 1,844,172.24
0810112027 511,831.42 511,831..48 179,141.02 16,802.47 315,880.22
12/0/12027 1,015,000 511,831.48 1228,831.46 -172,141,02 18,802.47 1,330,880.29
12/31/2027 1,646,761.28
0610112028 481,873.75 421,873,.75 -168 655.81 18,809.47 226,408.47
1231/2028 1,050,000 481,873.75 '1,531,873.75 -188,65511 18,809.47 1,346,408.47
1213112028 1,642,816.24
06101.2022 450,883.00 450,263.00 -157 09.05 16,80947 278,284.48
1201/2029 1,020,000 450,893.00 1,640,883.03 -1.57,809115 18.90247 1,366,264.48
/213112022 1,642,528.96
06101/2030 41€,711.65 418,711.65 -146,542.08 16.80,47 255,353.10
12101/2039 1,135,000 418,711.65 1,553,711.;65 -148,54908 16,802,47 1,300,353.10
1213112030 1645,796.20 •
06/01/2031 383,793.3E 3883,793.38 -134;327.68 16.802,47 232,655.23
121,31/2031 1.180,500 383,723.33 1.563,793.38 -134.327,68 16.90947 1 412,8516.23
1213112031 1,E45,312.46
0610112032 347,42.0.08 347,490.68 -121,521.74 16,809.47 202,05,.47
12,0112032 1,21'5,000 347,49+25 1,572,420.68 -121,621.74 16,802.47 1,434,054.47
12131.12032 1643,11224
06101/2033 309,803,55 302,233.55 -108,43124 16,804.47 184,562.84
12/0112033 1,275,000 309,803.55 1,584,803.55 -108,43124 16.802.47 1,459,562.84
12/31/2033 1,644,125.68
0610112034 270,578.18 270 578..18 -94,702.36 18,809:47 159,066.35
1201/2034 1,325,000 270,572.18 1,595,578.18 -94,702.36 16,809.47 1,484,066.35
12"31/2034 1,643,132.70
06/01.,2035 229,814.55• 229,614.55 -80,43502 16,802:47 132,502.99
12101.2035 1,380,000 229,814.55 1,602614.55 -50,435.09 16,809.47 1,512,589.92
12'3112035 1,345,1.3928
06701/2036 187,358.24 187 35815 -65,575,80 18.802,47 104;273.78
1210112038 1,435,000 '197,358.85 1,622,35865 435,57560 16,1309.47 1,532,973.78
1213112036 1,844,947.56
0/310112037 143,211.03 143,211.08 -50,12368 18,802.47 78,2.77.73
12/0112037 1,420,000 143,211.63 1,633,211.08 -50,123.88 16,80,2.47 1,668,277.73
12/3112037 1,642,555.46
081011203E 97 371.23 97,371,23 .34,079.93 16602.47 46,481.83
C-25A CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebraska
PAGE 5
Year Principal Amount
2030 $1,135,000
2031 1,180,000
2032 1,225,000
2033 1,275,000
2034 1,325,000
2035 1,380,000
2036 1,435,000
2037 1,490,000
2038 1.550,000
2039(maturity) 1,615,000
(iii) The record dates for the Bonds shall be the fifteenth day of the month next
preceding each month in which occurs an interest payment date for the Bonds.
(iv) There shall be deposited into the Sewer Revenue Fund as and when received from
the United States Treasury Department, the federal subsidy payments received by the City in
respect of the Bonds as "Build America Bonds," as hereinafter so designated, which federal
subsidy payments are hereby allocated for federal income tax purposes solely to the payment of
the interest on and principal of the Bonds, including, without limitation, giving effect to the
designation and issuance of the Bonds as "Build America Bonds" for the purpose of calculating
the maximum amount of the Reserve Account Requirement permitted with respect to the Bonds.
There shall be deposited from the proceeds of the Bonds into the Sewer Revenue Bond Reserve
Account the amount of $1,680,946.60 in satisfaction of the Reserve Account Requirement. In
the event that the Bonds shall no longer be "Qualified Bonds," as hereinafter defined, such that
the City no longer receives such federal subsidy payments, the City shall deposit promptly from
any moneys available to it for such purpose into the Sewer Revenue Bond Reserve Account the
amount necessary, when added to the amount then on deposit in such Account, to satisfy the
Reserve Account Requirement calculated without regard to such designation as "Build America
Bonds."
(v) There shall be deposited from the proceeds of the Bonds into the Sanitary Sewage
System Construction Account the balance of the proceeds of the Bonds.
By
Councilmember
Adopted
City Clerk
Approved
Mayor
ection.
Section 6. The City Council hereby fixes and determines that the principal and
interest requirements for the Bonds shall be the amounts set forth in Schedule I attached hereto
and made a part of this Resolution as fully and completely as if herein set out in full.
Section 7. The City Council hereby fixes and determines the following terms of the
Bonds:
By
Councilmember
Adopted
City Clerk
Approved
Mayor
52 16,809.47 423,612.91
12101/2020 800,000 677,572.20 1,477,572.90 -237,150.52 16,80947 1,223612.21
1213112020 1,647 225.82
061011202.1 858,25800 652,256.90 -230,389.92 16,902.47 411,057.61
12101/2021 825,000 658,258.90 1483,255.20 -230,389 92 16,80247 1,236,057.51
12/3112021 1,647,115.02
0610'112022 637,718.53 837,718.53 -223,201.49 16,802,47 397,707.57
/2101/2022 B50,000 537,7125.3 1.487,718,53 -223,201.49 16,809.477 1,247,707.57
122112022. 1,645,415.14
0611/2023 615,920.28 815,920.2E -215,572.10 10,909.47 383,638.71
12101.12023 880,000 615,820.22, 1,495,920.28 -215,572.10 18,809:47 1263,538.71
12/3112023 1,647,07 7.42.
06/0112024 592,692.6E 592,892.68 -207,442.44 16,809.47 368,440.77
'12/0112024 905,.000 592,62225 1,427,89229 -207.442.44 16,802.47 1,273,440.77
12/3112024 1,641,881.54
0681/2025 569,352.70 588,352.70 -198,923.45 18„802.477 352,012.78
12012025 240,.000 58.3,352.70 '1,508,352.70 -198,923.45 16.809.47 1.2226119.78
12131120255 1,845,239.56
0610112026 540,6013.60 540,608.80 -189,213.01 '16609.47 334,585.12
1210112028 275.000 540,608.60 1,515,808.80 -169,21301 18,802.47 1,309585.12
1213112026 1,844,172.24
0810112027 511,831.42 511,831..48 179,141.02 16,802.47 315,880.22
12/0/12027 1,015,000 511,831.48 1228,831.46 -172,141,02 18,802.47 1,330,880.29
12/31/2027 1,646,761.28
0610112028 481,873.75 421,873,.75 -168 655.81 18,809.47 226,408.47
1231/2028 1,050,000 481,873.75 '1,531,873.75 -188,65511 18,809.47 1,346,408.47
1213112028 1,642,816.24
06101.2022 450,883.00 450,263.00 -157 09.05 16,80947 278,284.48
1201/2029 1,020,000 450,893.00 1,640,883.03 -1.57,809115 18.90247 1,366,264.48
/213112022 1,642,528.96
06101/2030 41€,711.65 418,711.65 -146,542.08 16.80,47 255,353.10
12101/2039 1,135,000 418,711.65 1,553,711.;65 -148,54908 16,802,47 1,300,353.10
1213112030 1645,796.20 •
06/01/2031 383,793.3E 3883,793.38 -134;327.68 16.802,47 232,655.23
121,31/2031 1.180,500 383,723.33 1.563,793.38 -134.327,68 16.90947 1 412,8516.23
1213112031 1,E45,312.46
0610112032 347,42.0.08 347,490.68 -121,521.74 16,809.47 202,05,.47
12,0112032 1,21'5,000 347,49+25 1,572,420.68 -121,621.74 16,802.47 1,434,054.47
12131.12032 1643,11224
06101/2033 309,803,55 302,233.55 -108,43124 16,804.47 184,562.84
12/0112033 1,275,000 309,803.55 1,584,803.55 -108,43124 16.802.47 1,459,562.84
12/31/2033 1,644,125.68
0610112034 270,578.18 270 578..18 -94,702.36 18,809:47 159,066.35
1201/2034 1,325,000 270,572.18 1,595,578.18 -94,702.36 16,809.47 1,484,066.35
12"31/2034 1,643,132.70
06/01.,2035 229,814.55• 229,614.55 -80,43502 16,802:47 132,502.99
12101.2035 1,380,000 229,814.55 1,602614.55 -50,435.09 16,809.47 1,512,589.92
12'3112035 1,345,1.3928
06701/2036 187,358.24 187 35815 -65,575,80 18.802,47 104;273.78
1210112038 1,435,000 '197,358.85 1,622,35865 435,57560 16,1309.47 1,532,973.78
1213112036 1,844,947.56
0/310112037 143,211.03 143,211.08 -50,12368 18,802.47 78,2.77.73
12/0112037 1,420,000 143,211.63 1,633,211.08 -50,123.88 16,80,2.47 1,668,277.73
12/3112037 1,642,555.46
081011203E 97 371.23 97,371,23 .34,079.93 16602.47 46,481.83
C-25A CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebraska
PAGE 6
Section 8. The City Council hereby designates the Bonds "Build America Bonds" for
federal income tax purposes and the City Council irrevocably elects to have such Bonds treated
as "Build America Bonds" as defined in Section 54AA(d) of the Internal Revenue Code of 1986,
as amended (the "Code") and "Qualified Bonds" as defined in Section 54AA(g) of the Code, to
have such subsections of the Code apply thereto, and to cause the federal subsidy payments in
connection therewith to be paid directly to, or at the direction of, the City. The Finance Director
is authorized to take such other action as may be necessary to make effective the election
contained in this Section.
Section 9. The City Council hereby reaffirms that the issuance of the Bonds is
authorized for the purpose of providing funds, together with other available moneys, to finance
the cash of acquisition, constructing, improving and equipping capital improvements for the
City's sanitary sewerage system, including the initial phase of implementing the combined sewer
overflow long term control plan (the "Plan") of the City, sewer separation projects, capital asset
replacement projects and sewer reconstruction and rehabilitation projects within the capital
improvement plan of the City. The City Council further reaffirms that the issuance of the Bonds
is the second issuance for such purposes under the Ordinance and that it is the intention of the
City to finance as new Improvements (as such term is defined by the Original Ordinance) the
costs of subsequent phases of the Plan by the issuance of Additional Bonds (as such term is
defined by the Original Ordinance) from time to time in accordance with the applicable
provisions of the Original Ordinance.
Section 10. The Mayor, City Clerk, City Attorney, Finance Director and Comptroller
(or any officer of the City authorized to act in the capacity of the Mayor, City Clerk, City
Attorney, Finance Director and Comptroller) are hereby authorized and directed punctually to
execute such instruments, certificates and documents as may be necessary and appropriate and to
do all acts and things required therein by the terms, covenants, provisions and agreements of this
Resolution, the Bonds, the Ordinance, the Agency Agreement (as defined by the Ordinance) and
the Bond Purchase Agreement.
P:\CLK\2007pjs A( PPVEDO " k A•
'VP // L4/o
CITY AT 41' EY DATE
c2(4f4,4,04k.
By tiVe-1447
Councilmember
Adopted NOV 2 4 20096'0
/1:'. ie) :e 'Ci lerk ��
Approvedand
• Mayor
50.52 16,80947 1,223612.21
1213112020 1,647 225.82
061011202.1 858,25800 652,256.90 -230,389.92 16,902.47 411,057.61
12101/2021 825,000 658,258.90 1483,255.20 -230,389 92 16,80247 1,236,057.51
12/3112021 1,647,115.02
0610'112022 637,718.53 837,718.53 -223,201.49 16,802,47 397,707.57
/2101/2022 B50,000 537,7125.3 1.487,718,53 -223,201.49 16,809.477 1,247,707.57
122112022. 1,645,415.14
0611/2023 615,920.28 815,920.2E -215,572.10 10,909.47 383,638.71
12101.12023 880,000 615,820.22, 1,495,920.28 -215,572.10 18,809:47 1263,538.71
12/3112023 1,647,07 7.42.
06/0112024 592,692.6E 592,892.68 -207,442.44 16,809.47 368,440.77
'12/0112024 905,.000 592,62225 1,427,89229 -207.442.44 16,802.47 1,273,440.77
12/3112024 1,641,881.54
0681/2025 569,352.70 588,352.70 -198,923.45 18„802.477 352,012.78
12012025 240,.000 58.3,352.70 '1,508,352.70 -198,923.45 16.809.47 1.2226119.78
12131120255 1,845,239.56
0610112026 540,6013.60 540,608.80 -189,213.01 '16609.47 334,585.12
1210112028 275.000 540,608.60 1,515,808.80 -169,21301 18,802.47 1,309585.12
1213112026 1,844,172.24
0810112027 511,831.42 511,831..48 179,141.02 16,802.47 315,880.22
12/0/12027 1,015,000 511,831.48 1228,831.46 -172,141,02 18,802.47 1,330,880.29
12/31/2027 1,646,761.28
0610112028 481,873.75 421,873,.75 -168 655.81 18,809.47 226,408.47
1231/2028 1,050,000 481,873.75 '1,531,873.75 -188,65511 18,809.47 1,346,408.47
1213112028 1,642,816.24
06101.2022 450,883.00 450,263.00 -157 09.05 16,80947 278,284.48
1201/2029 1,020,000 450,893.00 1,640,883.03 -1.57,809115 18.90247 1,366,264.48
/213112022 1,642,528.96
06101/2030 41€,711.65 418,711.65 -146,542.08 16.80,47 255,353.10
12101/2039 1,135,000 418,711.65 1,553,711.;65 -148,54908 16,802,47 1,300,353.10
1213112030 1645,796.20 •
06/01/2031 383,793.3E 3883,793.38 -134;327.68 16.802,47 232,655.23
121,31/2031 1.180,500 383,723.33 1.563,793.38 -134.327,68 16.90947 1 412,8516.23
1213112031 1,E45,312.46
0610112032 347,42.0.08 347,490.68 -121,521.74 16,809.47 202,05,.47
12,0112032 1,21'5,000 347,49+25 1,572,420.68 -121,621.74 16,802.47 1,434,054.47
12131.12032 1643,11224
06101/2033 309,803,55 302,233.55 -108,43124 16,804.47 184,562.84
12/0112033 1,275,000 309,803.55 1,584,803.55 -108,43124 16.802.47 1,459,562.84
12/31/2033 1,644,125.68
0610112034 270,578.18 270 578..18 -94,702.36 18,809:47 159,066.35
1201/2034 1,325,000 270,572.18 1,595,578.18 -94,702.36 16,809.47 1,484,066.35
12"31/2034 1,643,132.70
06/01.,2035 229,814.55• 229,614.55 -80,43502 16,802:47 132,502.99
12101.2035 1,380,000 229,814.55 1,602614.55 -50,435.09 16,809.47 1,512,589.92
12'3112035 1,345,1.3928
06701/2036 187,358.24 187 35815 -65,575,80 18.802,47 104;273.78
1210112038 1,435,000 '197,358.85 1,622,35865 435,57560 16,1309.47 1,532,973.78
1213112036 1,844,947.56
0/310112037 143,211.03 143,211.08 -50,12368 18,802.47 78,2.77.73
12/0112037 1,420,000 143,211.63 1,633,211.08 -50,123.88 16,80,2.47 1,668,277.73
12/3112037 1,642,555.46
081011203E 97 371.23 97,371,23 .34,079.93 16602.47 46,481.83
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