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RES 2009-1249 - Public facilities corporation lease revenue bonds taxable series 2009A p14AHA,A. of E°� Finance Department C,wx. t.,004" _ Omaha/Douglas Civic Center �' ?* RE1819 Famam Street,Suite 1004 z ►it V �� Omaha,Nebraska 68183-1004 h o0A ry o 09 OCT 29 PM 2: 24 (402)444-5416 op, FEeRr�� Telefax(402)546-1150 Cityof CITY C L. .R' Pam Spaccarotella Omaha Director Jim Suttle,Mayor O°M t A, N B r A S K A Allen R.Herink City Comptroller Honorable President arid Members of the City Council, Submitted for your approval is a Preliminary Official Statement pertaining to the issuance and sale of the City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library Projects) Taxable Series 2009A Build America Bonds — Direct Payment and Lease Revenue Refunding Bonds (Omaha Parking Facilities Projects) Taxable Series 2009B by the City of Omaha Public Facilities Corporation and is attached as Exhibit "A". This resolution also authorizes the distribution of the Preliminary Official Statement by prospective underwriter of the Bands and is hereby approved. We urge your favorable consideration of this resolution. Respectfully submitted, Referred to City Council for Consideration: Pain........... _ _____:____ ja-,d-11-c_)_,P , 2q0C1-2Cinci- 1 fr Spaccarotella Date M o s O- is Date �t=inane I)irector P:\lionds\i...easePurchasekoverskl.doc _�,_„_ Mayor ��.? eft p:1239dkj ar porch to panel box in basement, eliminating fuses in box. 5. Install GFI outlets in basement at panel, in bathroom, and in kitchen, per code. 6. Install extra outlet in living room on south wall. HVAC 1. Replace supply and return registers in all rooms of house. 2. Install vent to north wall from dryer. Vent to exterior, including vent cover. Use solid vent as required by code. 3. Install new air conditioning unit, including hook ups and additional items needed to allow it to work with existing furnace. Install new thermostat. 4. Install humidifier on furnace. Plumbing 1. Remove existing toilet and flange and install new'. Install new shut-off and water line, ($150.00 allowance for toilet and seat). 2. Repair chips on tub. This may entail electro-statically painting entire tub. 4 int all new columns 8. Replace existing steps in front and rear of house with new concrete steps. Footings will be placed under both set of steps. Spaced piers will be acceptable, with minimum of four piers. 9. Install metal railings at steps along sidewalk, front door steps (2), and on rear steps. All rails to be painted homeowner's choice of white or black 10. Install new address numbers per code. Electrical • 1. Install GFI outlet in rear of house. 2. Install new lights in front and rear of house. Light at front should be ceiling mounted and light in rear should be wall mounted, ($70.00 allowance). 3. Install disconnect for new AC unit. Wire per code. 3 neral Liability Policy. CERTIFICATE HOLDER CANCELLATION CIT2 0 01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Omaha DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN Planning Department NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Cheryl Williams IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 1819 Farnam Room 1111 Omaha NE 68183 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE • John E. Bush ACORD 25(2001/08) ©ACORD CORPORATION 1988 r and his subcontractors. 7) The contractor shall include the provisions of paragraphs (1) through (7) of this section, "Equal Employment Opportunity Clause," and section 10-193 in every subcontract of purchase order so that such provisions will be binding upon each subcontractor or vendor. PBE/DBE Doc 12/5/02 i 1 I I 11 I HI ill j ill "41-I i! i • ''"1Ip \•, ,r, 40.1 2 ! l! —...--‘- ‘1 . .1...-, _I! '.--4_' • ''Ifj---.- -_Z,,. .---.—.-IL-- --;•=-.=4----4 L.\\ 1 4 1-- ,„_44,--."-- -7-.•:--.0- .—.....,:••-- I . 1 r..1 .. 0 i'll'o 1 7• I _2 1 •iA. I I i'I d-' k---,- - ___ _ .. ._._._._._,.:.__._:„._._._• . ; ...—i '.— 1"1.511.st s v ea 5 • t ., I - I . I .= I - I - I ., I . I • I - I - I . I = I - I 0 I - • . I . 1 , II I I- — • 51 I I . 1 -) 1 i 0 'i-',41 ; ! t, i • • 1 I ,.:,. I , i ! 1 -I A.--' . , ' • ". :..77-- sAW-Mini,..,,, 7--- .•eis 1-,„ ___. , — • • • ,..€-- ..z . "- \ ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' .e PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 3,2009 ° NEW ISSUES RATINGS: Moody's:" " v o BOOK-ENTRY-ONLY Standard&Poor's:" " (See"RATINGS"herein) Interest(including any original issue discount properly allocable to the Bonds) on the Bonds is included in gross income of the owners 5 thereof for federal income tax purposes See "Certain Federal Income Tax Consideration"herein for a more complete description of the opinions of Bond Counsel and additional federal tax law consequences.. E:= $2,175,000 o CITY OF OMAHA PUBLIC FACILITIES $11,60BLI `o° CORPORATION CITY OF OMAHA PUBLIC FACILITIES LEASE REVENUE BONDS CORPORATION b 0 (Omaha Library Projects)Taxable Series 2009A LEASE REVENUE REFUNDING BONDS v Build America Bonds—Direct Payment (Omaha Parking Facilities Projects)Taxable Series 2009B U � A � L aDated: Date of Delivery Due: As shown on reverse of Cover Page The above captioned two series of bonds(collectively,the`Bonds")are issuable in fully registered form in the denominations of s $5,000 and integral multiples thereof. Interest is payable semiannually on June 1 and December 1 of each year,commencing June 1,2010, T o by check, draft or wire on each interest payment date to the registered owner as of the applicable record date as shown on the books of E registration of the City of Omaha Public Facilities Corporation,a Nebraska nonprofit corporation(the"Corporation"),maintained by First o. National Bank of Omaha,as Trustee and Paying Agent. Principal of the Bonds is payable upon presentation and surrender of such Bonds n ° at the principal corporate office of the Trustee in Omaha,Nebraska. The Bonds are subject to optional redemption,mandatory sinking fund o i redemption and extraordinary optional redemption prior to maturity,as more fully set forth herein. 2 The Bonds initially will be registered in the name of Cede& Co., as nominee for The Depository Trust Company, New York, o New York("DTC"),which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form c F in authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. ° Purchasers will not receive certificates evidencing the Bonds. Principal of,premium, if any, and interest on the Bonds will be payable by :�; the Paying Agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the o 5 responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the ` T Indirect Participants, as more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a = broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of, premium, if any, and interest on such o Bonds. See"THE BONDS—Book-Entry-Only System"herein. E The Lease Revenue Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring, E constructing, furnishing and equipping certain improvements to the City of Omaha's public library facilities in Omaha,Nebraska and the L proceeds of the Lease Revenue Refunding Bonds will be used to refund certain outstanding indebtedness of the Omaha Parking Facilities Corporation, the proceeds of which were used to pay all or a portion of the costs of acquiring, constructing, furnishing and equipping .' 7 certain improvements to the City of Omaha public parking facilities. MATURITY SCHEDULE ... oa) N U'C E (On Reverse of Cover Page) The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of November 1,2009 by and between the w Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA, NEBRASKA, OR A PLEDGE OF ITS c FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY N w UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF NOVEMBER 1,2009 BY AND BETWEEN THE CORPORATION o , AND THE CITY. '.s c This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the E• entire Official Statement to obtain information essential and material to the making of an informed investment decision. a `o The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' MATURITY SCHEDULE $2,175,000 * CITY OF OMAHA PUBLIC FACILITIES CORPORATION LEASE REVENUE BONDS (Omaha Library Projects)Taxable Series 2009A Build America Bonds—Direct Payment Principal Interest CUSIP Maturity Date Amount Rate Price 681785 December 1,2010 $85,000 December 1,2011 85,000 December 1,2012 85,000 December 1,2013 90,000 December 1,2014 90,000 December 1,2015 95,000 December 1,2016 95,000 December 1,2017 95,000 December 1,2018 100,000 December 1,2019 105,000 December 1,2020 105,000 December 1,,2021 110,000 December 1,2022 115,000 December 1,2023 120,000 $800,000 %Term Bond Due December 1,2029 Price %;CUSIP 68175_ * $11,605,000 CITY OF OMAHA PUBLIC FACILITIES CORPORATION LEASE REVENUE REFUNDING BONDS (Omaha Parking Facilities Projects)Taxable Series 2009B Principal Interest CUSIP Maturity Date Amount Rate Price 681785 June 1,2010 $1,040,000 June 1,2011 1,070,000 June 1,2012 1,090,000 June 1,2013 1,125,000 June 1,2014 1,165,000 June 1,2015 1,210,000 June 1,2016 1,265,000 June 1,2017 1,315,000 June 1,2018 1,380,000 June 1,2019 460,000 June 1,2020 485,000 * Preliminary;subject to change 4815-9411-9941.3 such Bonds n ° at the principal corporate office of the Trustee in Omaha,Nebraska. The Bonds are subject to optional redemption,mandatory sinking fund o i redemption and extraordinary optional redemption prior to maturity,as more fully set forth herein. 2 The Bonds initially will be registered in the name of Cede& Co., as nominee for The Depository Trust Company, New York, o New York("DTC"),which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form c F in authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. ° Purchasers will not receive certificates evidencing the Bonds. Principal of,premium, if any, and interest on the Bonds will be payable by :�; the Paying Agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the o 5 responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the ` T Indirect Participants, as more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a = broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of, premium, if any, and interest on such o Bonds. See"THE BONDS—Book-Entry-Only System"herein. E The Lease Revenue Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring, E constructing, furnishing and equipping certain improvements to the City of Omaha's public library facilities in Omaha,Nebraska and the L proceeds of the Lease Revenue Refunding Bonds will be used to refund certain outstanding indebtedness of the Omaha Parking Facilities Corporation, the proceeds of which were used to pay all or a portion of the costs of acquiring, constructing, furnishing and equipping .' 7 certain improvements to the City of Omaha public parking facilities. MATURITY SCHEDULE ... oa) N U'C E (On Reverse of Cover Page) The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of November 1,2009 by and between the w Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA, NEBRASKA, OR A PLEDGE OF ITS c FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY N w UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF NOVEMBER 1,2009 BY AND BETWEEN THE CORPORATION o , AND THE CITY. '.s c This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the E• entire Official Statement to obtain information essential and material to the making of an informed investment decision. a `o The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' No dealer, broker, salesperson or other person has been authorized by the City, the Corporations or the Underwriter to give any information or to make any representations in connection with the Bonds or the matters described herein, other than those contained in this Official Statement, and, if given or made, such other information or representations must be relied upon as having been authorized by the City, the Corporation or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion contained herein are subject to change, without notice, and neither the delivery of this Official Statement, nor any sale made hereunder,shall, under any circumstances,create any implication that there has been no change in the matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. The Underwriter may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed from time to time by the original purchasers. TABLE OF CONTENTS INTRODUCTION 1 UNDERWRITING 14 THE CORPORATION 2 CONTINUING DISCLOSURE 14 THE PROJECTS 2 LITIGATION 15 SOURCES AND USES OF FUNDS 2 CERTAIN FEDERAL INCOME TAX EXISTING LEASE-PURCHASE CONSEQUENCES 15 OBLIGATIONS 3 Build America Bonds 15 SECURITY FOR THE BONDS 3 State Law 21 General 3 Future Legislation 21 Revision of State Property Tax RATINGS 21 System 4 FINANCIAL STATEMENTS 22 THE BONDS 5 MISCELLANEOUS 22 Description of the Bonds 5 Place of Payment 5 APPENDIX A—City of Omaha—Selected Economic Build America Bonds 5 Indicators Book-Entry Only System 6 APPENDIX B—City of Omaha—Financial Optional Redemption 9 Information Part One—Selected Sinking Fund Redemption 9 City of Omaha Financial Extraordinary Optional Information Redemption 10 Part Two—Independent Auditors' Additional Bonds 10 Report and General Purpose Refunding Bonds 10 Financial Statements THE LEASE 10 APPENDIX C—Form of Continuing Disclosure THE AGREEMENT 10 Letter Agreement THE INDENTURE 12 APPENDIX D—Form of Opinion of Bond Counsel IN CONNECTION WITH ITS REOFFERING OF THE BONDS, THE UNDERWRITER OF THE BONDS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. 4815-9411-9941.3 uipping certain improvements to the City of Omaha's public library facilities in Omaha,Nebraska and the L proceeds of the Lease Revenue Refunding Bonds will be used to refund certain outstanding indebtedness of the Omaha Parking Facilities Corporation, the proceeds of which were used to pay all or a portion of the costs of acquiring, constructing, furnishing and equipping .' 7 certain improvements to the City of Omaha public parking facilities. MATURITY SCHEDULE ... oa) N U'C E (On Reverse of Cover Page) The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of November 1,2009 by and between the w Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA, NEBRASKA, OR A PLEDGE OF ITS c FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY N w UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF NOVEMBER 1,2009 BY AND BETWEEN THE CORPORATION o , AND THE CITY. '.s c This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the E• entire Official Statement to obtain information essential and material to the making of an informed investment decision. a `o The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' [This page left blank intentionally.] 4815-9411-9941.3 ` 00 N O C �• N 0-1 cr " ` .O• CD 'S. �• Q' _V Z w (� CD G A�7 O cD n S fp toi O . . CDcr. a a'O �l F. vi v) A� vi - • a'C C/1 C O R° 7 N O Or O AT �p.� kC ¢ p .ate O v O , ,--... - • ,, "12 , , 1 4 A .•1;t: ' 11:.fi' "4•'''''' 11.•. - • ' , .. X . . • 44 ' AV NI/ .., *.i. . \ . ‘, •1/4 • a, 3/99 Revised 03/99 OFFICIAL STATEMENT $2,175,000 CITY OF OMAHA PUBLIC FACILITIES $11,60U,000 BLI CORPORATION CITY OF OMAHA PUBLIC FACILITIES LEASE REVENUE BONDS CORPORATION (Omaha Library Projects)Taxable Series 2009A LEASE REVENUE REFUNDING BONDS Build America Bonds—Direct Payment (Omaha Parking Facilities Projects)Taxable Series 2009B INTRODUCTION This Official Statement and the cover page and reverse cover page (excluding prices) are furnished in connection with the offering by the City of Omaha Public Facilities Corporation, a nonprofit corporation organized under the laws of the State of Nebraska (the "Corporation") of $2,175,000* aggregate principal amount of its Lease Revenue Bonds (Omaha Library Projects) Taxable Series 2009A Build America Bonds—Direct Payment(the "Series 2009A Bonds") and of$11,605,000*Lease Revenue Refunding Bonds (Omaha Parking Facilities Projects) Taxable Series 2009B (the "Series 2009B Bonds" and together with the Series 2009A Bonds, the "Bonds"). The Bonds are to be issued pursuant to an Indenture of Trust (the "Indenture") dated as of November 1, 2009 by and between the Corporation and First National Bank of Omaha, as trustee and paying agent(the"Trustee"). The proceeds of the Series 2009A Bonds will be provided to the Trustee for deposit in an Acquisition Fund pursuant to the Indenture and used to finance on behalf of the City of Omaha,Nebraska (the "City") all or a portion of the costs of the acquisition, construction, furnishing and equipping of capital improvements for certain public library facilities, including the W. Dale Clark, Swanson and Florence branches, each such branch being a City-owned public library facility (the "Library Project"). The proceeds of the Series 2009B Bonds will be provided to the Trustee for deposit in the Redemption Escrow Fund pursuant to the Indenture and used to refund $7,270,000 aggregate principal amount of City of Omaha Parking Facilities Corporation Lease Revenue Bonds(OmahaPark Six Project) Series 1998 (the "Series 1998 Parking Bonds") and $3,920,000 aggregate principal amount of City of Omaha Parking Facilities Corporation Lease Revenue Bonds (OmahaPark Seven Project) Series 2000B (the "Series 2000B Parking Bonds" and collectively with the Series 1998 Parking Bonds, the "Refunded Bonds"). Such Refunded Bonds were issued on behalf of the City to finance, respectively, the OmahaPark Six and OmahaPark Seven public parking structures located in Omaha, Nebraska (the "Parking Project" and collectively with the Library Project,the"Projects"). The Bonds will be secured by the pledge of the cash rentals payable by the City under a Lease-Purchase Agreement (the "Agreement") dated as of November 1, 2009 by and between the Corporation and the City, and assigned by the Corporation to the Trustee under the Indenture. The Trustee will receive such cash rentals and act as Paying Agent for the Bonds. The Corporation previously has issued on behalf of the City and there remain outstanding $[82,465,000] aggregate principal amount of lease revenue bonds. The Bonds are issued on a parity with such outstanding bonds (collectively, the "Parity Bonds"). Other nonprofit corporations previously have issued lease revenue bonds on behalf of the City, of which bonds $[57,395,000]] aggregate principal amount remains outstanding, including the Refunded Bonds. SEE "EXISTING LEASE-PURCHASE OBLIGATIONS"and"SECURITY FOR THE BONDS—General." * Preliminary;subject to change 4815-9411-9941.3 n improvements to the City of Omaha public parking facilities. MATURITY SCHEDULE ... oa) N U'C E (On Reverse of Cover Page) The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of November 1,2009 by and between the w Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA, NEBRASKA, OR A PLEDGE OF ITS c FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY N w UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF NOVEMBER 1,2009 BY AND BETWEEN THE CORPORATION o , AND THE CITY. '.s c This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the E• entire Official Statement to obtain information essential and material to the making of an informed investment decision. a `o The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' THE CORPORATION The Corporation was incorporated on May 20, 2005 under the Nebraska Nonprofit Corporation Act, Sections 21-1901 -21-1991, R.R.S. Neb. as amended. The only purpose for which the Corporation was organized is to assist the City with the acquisition, construction, furnishing and equipping of public facilities. The Corporation has three directors, who serve without compensation. Their names and principal occupations are as follows: Name and Office Occupation Karen Klein,President City Planner, City of Omaha Planning Department Kimberly Harman,Vice President Manager of the Recreation Division, City of Omaha Parks Department Donna Wiman, Secretary/Treasurer Manager of the Budget and Accounting Division,City of Omaha Finance Department The directors hold office until death or resignation, in which case the City may designate a successor, but if the City does not designate a successor within 30 days after the death or resignation,the remaining directors shall appoint a successor. THE PROJECTS The Corporation will use the proceeds of the Series 2009A Bonds to pay (or reimburse itself for the payment of) all or a portion of the costs of acquiring, constructing, furnishing and equipping the Library Project on behalf of the City and the issuance costs of the Series 2009A Bonds. The Corporation will use the proceeds of the Series 2009B Bonds to refund and redeem the Refunded Bonds and to pay issuance costs associated with the issuance of the Series 2009A Bonds. The City will lease or sublease the sites of the Library Project and the Parking Project to the Corporation pursuant to a Ground Lease Agreement(the "Lease") dated as of November 1, 2009 by and between the City and the Corporation. (The City is leasing the Park Seven Project Site for a period of 99 years from First National Bank of Omaha pursuant to a Ground Lease dated as of December 6, 1999. Additionally, the W. Dale Clark Branch of the Omaha Public Library is subject to an existing lease from the City to the City of Omaha Northwest Library Facilities Corporation). The term of the Lease as it relates to each Project extends to the final maturity date of the corresponding series of Bonds. The Omaha Public Library Board will operate the Library Project on behalf of City, the lessee under the Agreement and ultimate titleholder of the Library Project. SOURCES AND USES OF FUNDS Following are the aggregate sources and uses of the Bond proceeds (net of accrued interest, if any): Sources of Funds Bond Proceeds Total 4815-9411-9941.3 2 h rentals payable by the City under a Lease-Purchase Agreement (the "Agreement") dated as of November 1, 2009 by and between the Corporation and the City, and assigned by the Corporation to the Trustee under the Indenture. The Trustee will receive such cash rentals and act as Paying Agent for the Bonds. The Corporation previously has issued on behalf of the City and there remain outstanding $[82,465,000] aggregate principal amount of lease revenue bonds. The Bonds are issued on a parity with such outstanding bonds (collectively, the "Parity Bonds"). Other nonprofit corporations previously have issued lease revenue bonds on behalf of the City, of which bonds $[57,395,000]] aggregate principal amount remains outstanding, including the Refunded Bonds. SEE "EXISTING LEASE-PURCHASE OBLIGATIONS"and"SECURITY FOR THE BONDS—General." * Preliminary;subject to change 4815-9411-9941.3 n improvements to the City of Omaha public parking facilities. MATURITY SCHEDULE ... oa) N U'C E (On Reverse of Cover Page) The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of November 1,2009 by and between the w Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA, NEBRASKA, OR A PLEDGE OF ITS c FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY N w UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF NOVEMBER 1,2009 BY AND BETWEEN THE CORPORATION o , AND THE CITY. '.s c This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the E• entire Official Statement to obtain information essential and material to the making of an informed investment decision. a `o The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Uses of Funds Acquisition Fund Deposit Redemption Escrow Fund Deposit Underwriter's Discount and Costs of Issuance Total EXISTING LEASE-PURCHASE OBLIGATIONS The City previously has incurred lease-purchase obligations in addition to those relating to the Bonds and the Parity Bonds in conjunction with the issuance by several nonprofit corporations similar to the Corporation of lease revenue bonds for the acquisition of real and personal property on behalf of the City. See "LONG-TERM CONTRACTUAL AGREEMENTS" in Appendix B. Such lease revenue bonds, exclusive of the Bonds and the Parity Bonds, are outstanding in the aggregate principal amount of $[57,385,000] and have a final stated maturity of March 1, 2033. In conjunction with such lease revenue bonds and related projects, the City, as lessor, and each related corporation, as lessee, entered into site lease agreements, and each such corporation, as lessor,and the City, as lessee, entered into lease-purchase agreements(collectively,the"Outstanding Leases"). The Corporation was incorporated to consolidate into a single entity the functions hitherto performed on behalf of the City by the aforesaid nonprofit corporations. With the exception of refunding bonds, the City does not plan to request any such corporation to issue to any additional lease revenue bonds on behalf of the City. The Outstanding Leases and the corresponding indentures of trust contain substantially identical provisions as those in the Lease, the Agreement and the Indenture summarized herein under "THE LEASE," "THE AGREEMENT" and "THE INDENTURE," respectively. The obligations of the City under the Outstanding Leases are general obligations of the City payable from the City's General Fund without preference or priority over the City's obligation under the Agreement with respect to the Bonds. See"SECURITY FOR THE BONDS—General." In the event,however, of a payment default by the City under an Outstanding Lease, and the exercise by the trustee for the related lease revenue bonds, as the case may be, of the remedy of sale, lease or taking over the operation of the project as described under • "THE INDENTURE—Default Remedies" or by such nonprofit corporation of the remedy of taking possession of the project described under "THE AGREEMENT—Default," the net proceeds of a sale, lease or operation by the trustee or such corporation of the related project would accrue to the benefit of the holders of such lease revenue bonds, ahead of the holders of the Bonds. Notwithstanding the foregoing,no such occurrence would relieve the City of its unconditional obligation to the Corporation to pay the cash rentals due under the Agreement. The W.Dale Clark Branch of the Omaha Public Library is subject to one such Outstanding Lease. In conjunction with its issuance on behalf of the City of the $5,750,000 City of Omaha Northwest Library Facilities Corporation Lease Revenue Refunding Bonds(Omaha Public Library Projects) Series 2005,the City of Omaha Northwest Library Facilities Corporation agreed to lease the project site of the W. Dale Clark Branch from the City. Such lease remains in effect. SECURITY FOR THE BONDS General The Corporation and the City have entered into the Agreement whereby the Corporation has leased the Library Project and the Parking Project to the City for the period ending not later than the final maturity date of the Bonds. Under the Agreement,the City is obligated to pay, semiannually, cash rentals 4815-9411-9941.3 3 improvements to the City of Omaha public parking facilities. MATURITY SCHEDULE ... oa) N U'C E (On Reverse of Cover Page) The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of November 1,2009 by and between the w Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA, NEBRASKA, OR A PLEDGE OF ITS c FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY N w UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF NOVEMBER 1,2009 BY AND BETWEEN THE CORPORATION o , AND THE CITY. '.s c This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the E• entire Official Statement to obtain information essential and material to the making of an informed investment decision. a `o The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' equal in amount to the principal of and interest on the Bonds, which cash rental payments will be due in such amounts and at such times as to provide sufficient funds to meet the principal and interest payments on the Bonds as the same become due. The City is also obligated to provide insurance and pay any taxes, maintenance expenses and other miscellaneous expenses so that the cash rentals are net to the Corporation. See"THE AGREEMENT." The cash rentals due from the City will be assigned to and received by the Trustee for payment of principal of and interest on the Bonds. Under Section 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended(the"City Charter"), the City is specifically authorized to enter into lease-purchase agreements, and, under Section 5.27 of the City Charter, the amount of any such lease-purchase agreement is not chargeable against the City's debt limit. See"APPENDIX B—LONG-TERM CONTRACTUAL AGREEMENTS." The City's obligation under the Agreement is a general obligation of the City payable from the City's General Fund each year of the lease-purchase term on the same basis as operating expenses and other contractual obligations of the City. The Agreement is an unconditional obligation of the City and is not subject to annual renewal. The City is required to annually include in its General Fund budget appropriations for paying the lease-purchase obligation. See "LONG—TERM CONTRACTUAL AGREEMENTS"in Appendix B. The City's primary sources of General Fund revenues are: (a) A general property tax not exceeding $0.6125 per $100 of actual taxable value plus certain other amounts more fully described under the caption "AUTHORITY TO LEVY TAXES"in Appendix B hereto. (b) A city sales and use tax of 11/4%. See the captions "CITY OF OMAHA GENERAL FUND" and "AUTHORITY TO LEVY TAXES"in Appendix B for further details on the City's sources of revenue. The Bonds are payable from and secured solely by the cash rentals to be paid by the City under the Agreement. With respect to the Bonds, the Corporation has no assets other than the related Projects, or revenues other than such cash rentals. Section 13 of the Agreement contains the following provision: City agrees that no delay, failure or insufficiency, for any reason whatsoever (including, in particular, but without limitation, an insufficiency in the amount of Bond proceeds to pay the cost of the Project . . . ) in the acquisition, construction, equipping or operation of the Project, or any part thereof, shall entitle City to terminate this Agreement or operate in any way to suspend, abate or reduce the Rental Payments due or to become due under the terms of. . .this Agreement. Revision of State Property Tax System The State of Nebraska's system of assessing and taxing personal property for purposes of local ad valorem taxation for support of local political subdivisions, including the City, has been the subject in recent years of constitutional amendment, legislation and litigation the result of which has been to substantially resolve certain challenges to the validity of the tax system. 4815-9411-9941.3 4 The Corporation and the City have entered into the Agreement whereby the Corporation has leased the Library Project and the Parking Project to the City for the period ending not later than the final maturity date of the Bonds. Under the Agreement,the City is obligated to pay, semiannually, cash rentals 4815-9411-9941.3 3 improvements to the City of Omaha public parking facilities. MATURITY SCHEDULE ... oa) N U'C E (On Reverse of Cover Page) The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of November 1,2009 by and between the w Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA, NEBRASKA, OR A PLEDGE OF ITS c FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY N w UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF NOVEMBER 1,2009 BY AND BETWEEN THE CORPORATION o , AND THE CITY. '.s c This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the E• entire Official Statement to obtain information essential and material to the making of an informed investment decision. a `o The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Governmental units in Nebraska may.not adopt budgets for fiscal years beginning on or after July 1, 1998, in excess of 102.5% of the prior fiscal year's budget plus allowable growth (which includes increases in taxable valuation for such things as new construction and annexations). However, such budgetary limitations do not apply to;among other things, revenue pledged to retire bonded indebtedness or budgeted for capital improvements. Governmental units may exceed the budget limit for a given fiscal year by up to an additional 1%upon the affirmative vote of at least 75% of the governing body or in such amount as is approved by a majority vote of the electorate. Effective July 1, 1998, the property tax levies of incorporated cities and villages, such as the City, are limited to a maximum of 450/$100 of taxable valuation(plus an additional 50/$100 to pay the municipality's share of revenue required under interlocal agreements). The levy limit does not apply to levies for preexisting lease-purchase contracts approved prior to July 1, 1998, to bonded indebtedness approved according to law and secured by a levy on property and to pay judgments. The Agreement was approved after July 1, 1998, and the City's levy limit does apply to its obligation under the Agreement. The City's 2010 General Fund levy, exclusive of such unlimited levies, is 26.1120/$100 of taxable valuation. A political subdivision may exceed its levy limitation for a period of up to five years by majority vote of the electorate. There can be no assurance that Nebraska's system of assessing and taxing real and personal property will remain substantially unchanged, given the possibility of additional legislation, constitutional initiatives and referendums and litigation. Such changes could materially and adversely affect the amount. of property tax and other revenues the City could collect in future years. The City does not believe, however, that the Nebraska Legislature, subject to any constitutional restrictions, would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the repayment of its bonds, lease-purchase obligations and other obligations. The opinion of Bond Counsel will be rendered based on the law existing as of the date of issuance of the Bonds and in reliance upon general legal presumptions in favor of the constitutionality of statutes and upon the holdings of existing case law. THE BONDS Description of the Bonds The Bonds will be issued as designated and in the aggregate principal amount set out on the cover page of this Official Statement. The Bonds will be dated the date of their delivery,will be issued in fully registered form and will mature as set forth on the reverse of the cover page of this Official Statement. Interest is payable semiannually on June 1 and December 1 of each year, commencing June 1,2010. Place of Payment The principal of the Bonds will be payable in lawful money of the United States of America at the principal corporate trust office of First National Bank of Omaha, as trustee and paying agent, in Omaha, Nebraska. Interest on the Bonds will be paid by wire transfer of the Trustee to the registered owner of $1,000,000 in aggregate principal amount of the Bonds of a series upon written notice by the registered owner given to the Trustee not later than the close of business on May 15 or November 15, as the case may be, or by check or draft mailed to the person in whose name a Bond is registered as of the May 15 or November 15, as the case may be, immediately preceding each interest payment date. Build America Bonds The America Recovery and Reinvestment Act of 2009 (the "Recovery Act") authorizes the Corporation 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") 4815-9411-9941.3 5 BLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY N w UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF NOVEMBER 1,2009 BY AND BETWEEN THE CORPORATION o , AND THE CITY. '.s c This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the E• entire Official Statement to obtain information essential and material to the making of an informed investment decision. a `o The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' from the federal government equal to the amount of 35% of each interest payment on such taxable bonds. The Corporation, subject to the City's approval, will determine whether to issue all or a part of the Series 2009A Bonds as Build America Bonds or whether to issue all of the Series 2009A Bonds as traditional tax-exempt bonds or a part of the Series 2009A Bonds as traditional tax-exempt bonds. The final Official Statement will describe the manner of issuance of the Series 2009A Bonds. If the Series 2009A Bonds are issued as Build America Bonds, the Subsidy Payments would be paid to the Corporation, on behalf of the City or to the Trustee; no holders of Series 2009A Bonds would be entitled to a tax credit and interest paid to holders of Series 2009A 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 Corporation, on behalf of the City, such amounts would be credited to the City's Debt Service Fund. The Subsidy Payments have not 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 Indenture. The following information about the book-entry only system applicable to the Bonds has been supplied by DTC. Neither the Corporation nor the Trustee makes any representations, warranties or guarantees with respect to its accuracy or completeness. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede&Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity of each series of the Bonds and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a"clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has 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. 4815-9411-9941.3 6 onds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' 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 Trustee and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series to be redeemed. Neither DTC nor Cede&Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's 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 Corporation or the Trustee, on payable dates 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 Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and 4815-9411-9941.3 7 found at www.dtcc.com. and www.dtc.org. 4815-9411-9941.3 6 onds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' interest payments to Cede&Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Corporation or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Corporation or the Trustee. Under such circumstances, in the event that a successor depository is not obtained,Bond certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event,Bond certificates will be printed and delivered. NEITHER THE CORPORATION NOR THE TRUSTEE 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 TRUSTEE AS BEING A HOLDER WITH RESPECT TO: (1)THE BONDS; (2)THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT; (3)THE PAYMENT BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (4)THE DELIVERY BY ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE ORDINANCE TO BE GIVEN TO HOLDERS; (5)THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR(6)ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS HOLDER. Each Beneficial Owner for whom a Direct Participant or Indirect Participant acquires an interest in the Bonds, as nominee, may desire to make arrangements with such Direct Participant or Indirect Participant to receive a credit balance in the records of such Direct Participant or Indirect Participant, to have all notices of redemption, elections to tender Bonds or other communications to or by DTC which may affect such Beneficial Owner forwarded in writing by such Direct Participant or Indirect Participant, and to have notification made of all debt service payments. Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds. SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE&.CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. Upon (i)the written direction of a Corporation or (ii)the written consent of 100% of the Bondholders,the Trustee shall withdraw the affected Bonds from DTC and authenticate and deliver Bond certificates fully registered to the assignees of DTC or its nominee. If the request for such withdrawal is not the result of any Corporation action or inaction, such withdrawal, authorization and delivery shall be at the cost and expense of the persons requesting such withdrawal,authentication and delivery. THE CORPORATION AND TRUSTEE CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO 4815-9411-9941.3 8 ipants' accounts upon DTC's receipt of funds and corresponding detail information from the Corporation or the Trustee, on payable dates 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 Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and 4815-9411-9941.3 7 found at www.dtcc.com. and www.dtc.org. 4815-9411-9941.3 6 onds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' THE BENEFICIAL OWNERS OF THE BONDS (i)PAYMENTS OF PRINCIPAL OF AND INTEREST ON THE BONDS, (ii)BONDS REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS OR (iii)REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE&CO., ITS NOMINEE, AS THE REGISTERED OWNERS OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT "RULES" APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION,AND THE CURRENT"PROCEDURES"OF DTC TO BE FOLLOWED IN DEALING WITH DIRECT PARTICIPANTS ARE ON FILE WITH DTC. Optional Redemption The Series 2009A Bonds maturing after December 1, 2019 are subject to redemption at the option of the Corporation from any source, in whole or in part at any time, in such order of maturities as determined by such Corporation (and by lot or other random selection method within a maturity) on or after December 1, 2019 at the redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. The Series 2009B Bonds will not be subject to optional redemption. Sinking Fund Redemption The Series 2009A Bonds maturing on December 1, 20_ are term bonds that are subject to mandatory sinking fund redemption from Basic Rent sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by Trustee, at a price of par without premium on December 1 in the years and principal amounts set forth below: Series 2009A Bonds Principal Year Amount (maturity To the extent that the Series 2009A Bonds have been previously called for redemption in part and otherwise than from the sinking fund, if any, each related aforesaid annual sinking fund payment for the Series 2009A Bonds shall be reduced by the amount obtained by multiplying the principal amount of such Series 2009A Bonds so called for redemption, by the ratio which each annual sinking fund payment for the Series 2009A Bonds bears to the total sinking fund payments of such Series 2009A Bonds subject to sinking fund redemption,and by rounding each sinking fund payment to the nearest$5,000 multiple. In case a Series 2009A Bond subject to sinking fund redemption is of a denomination larger than $5,000, a portion of such Series 2009A Bond ($5,000 or any multiple thereof) may be redeemed, but Series 2009A Bonds shall be redeemed only in the principal amount of $5,000 each or any integral multiple thereof. On or before the thirtieth day prior to each such sinking fund payment date, the Trustee shall proceed to select for redemption (by lot in such manner, as the Trustee may determine), from all outstanding Series 2009A Bonds subject to sinking fund redemption, a principal amount of such Series 2009A Bonds, equal to the aggregate principal amount of such Series 2009A Bonds redeemable with the required sinking fund payment, and shall call such Series 2009A Bonds or portions thereof($5,000 or any 4815-9411-9941.3 9 ate and deliver Bond certificates fully registered to the assignees of DTC or its nominee. If the request for such withdrawal is not the result of any Corporation action or inaction, such withdrawal, authorization and delivery shall be at the cost and expense of the persons requesting such withdrawal,authentication and delivery. THE CORPORATION AND TRUSTEE CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO 4815-9411-9941.3 8 ipants' accounts upon DTC's receipt of funds and corresponding detail information from the Corporation or the Trustee, on payable dates 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 Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and 4815-9411-9941.3 7 found at www.dtcc.com. and www.dtc.org. 4815-9411-9941.3 6 onds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' integral multiple thereof}for redemption from such sinking fund on the next December 1, and give notice of such call. Extraordinary Optional Redemption The Bonds of each series are also subject to redemption at any time, in whole or in part, in the event of damage to or destruction of the related Project or condemnation award thereof and election by the City that the proceeds of such damage, destruction or condemnation award shall not be used to rebuild or restore the Project. Any such redemption shall be at a principal amount of the Bonds equal to the ratio of the dollar amount of such damage, destruction or condemnation award to the principal amount of the Bonds of each affected series then outstanding, without premium, plus accrued interest to the redemption date. Additional Bonds Additional Bonds on parity with the Bonds may be issued only if the Agreement is amended to increase the cash rentals payable by the City to provide sufficient funds at the times and in the amounts necessary to pay principal of and interest when due on the outstanding Bonds, the Parity Bonds and the proposed Additional Bonds. Refunding Bonds Other Bonds to refund all or any of the Bonds may be issued at any time so long as the cash rentals payable by the City are sufficient to cover the principal and interest requirements on all Bonds of the series outstanding, including the refunding bonds. THE LEASE The following is a summary of certain provisions of the Lease. Reference should be made to the Lease itself for a complete statement of its provisions. Pursuant to the Lease, the City agrees to lease or sublease to the Corporation: the parcels of land and improvements thereon upon which the Library Project and Parking Project are located. In consideration for such leases and subleases the Corporation agrees to pay the City rent in the amount of $10.00 per year, to and including a termination date with respect to each Project not earlier than the final stated maturity date of the corresponding series of Bonds, when the Lease with respect to the related site expires by its terms. See"THE PROJECTS." Upon the expiration of the Lease with respect to a Project, the Corporation will return the land, together with any buildings or improvements thereupon,relating to such Project to the City. The Lease is binding upon any successors or assigns of the City or the Corporation. THE AGREEMENT The following is a summary of certain common provisions of the Agreement. Reference should be made to the Agreement itself for a complete statement of its provisions. References in the following summary to the Project and the Bonds are to each Project and the related series of Bonds. 4815-9411-9941.3 10 anner, as the Trustee may determine), from all outstanding Series 2009A Bonds subject to sinking fund redemption, a principal amount of such Series 2009A Bonds, equal to the aggregate principal amount of such Series 2009A Bonds redeemable with the required sinking fund payment, and shall call such Series 2009A Bonds or portions thereof($5,000 or any 4815-9411-9941.3 9 ate and deliver Bond certificates fully registered to the assignees of DTC or its nominee. If the request for such withdrawal is not the result of any Corporation action or inaction, such withdrawal, authorization and delivery shall be at the cost and expense of the persons requesting such withdrawal,authentication and delivery. THE CORPORATION AND TRUSTEE CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO 4815-9411-9941.3 8 ipants' accounts upon DTC's receipt of funds and corresponding detail information from the Corporation or the Trustee, on payable dates 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 Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and 4815-9411-9941.3 7 found at www.dtcc.com. and www.dtc.org. 4815-9411-9941.3 6 onds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Term. The term of the Agreement begins on November 1, 2009 and ends with respect to the Series 2009A Bonds on December 1, 2029 and, with respect to the Series 2009B Bonds, on December 1, 2020. Rental. The City agrees to pay to the Corporation cash basic rent in the amounts and on or before the dates shown in the Agreement. The due dates of the cash rental payments are the principal and interest payment dates of the Bonds, and the amount of each rental installment is equal to the principal and interest next due. The City agrees that the cash rent shall be net to the Corporation and that all costs, expenses and obligations of every kind which may arise or become due with respect to the Project during the term of the Agreement shall be paid by the City. Assignment of Rentals. The Trustee is the assignee of all of the Corporation's rights to collect basic rent due under the Agreement, and such basic rent shall be paid by the City directly to the Trustee for the benefit of the owners of the Bonds. Prepayment. The City has the right to prepay the basic rent at any time and without penalty and thereby purchase the Project upon 30 days' prior written notice to the Corporation, provided that the City is not in default under the Agreement. Any such prepayment must be in an amount sufficient to pay the principal of all outstanding Bonds, plus redemption premium, if any, and accrued interest, if any, to the first permitted redemption date. Additional Payments by City. As additional rental, the City has agreed to pay all taxes on the Project and all utility charges incurred in the operation, maintenance and use of the Project, the fees and expenses of the Trustee under the Indenture and the expenses of any audit or examination of the Corporation's records requested by the City. Repairs and Maintenance. The City has agreed, at its own expense, to put and maintain the Project in good and safe order and condition and to make all necessary repairs required for any reason. Insurance,Damage or Destruction. The City has agreed: (a) to obtain and keep in force during the term of the Agreement fire and extended-coverage insurance with respect to the Project in an amount at least equal to the full insurable value thereof, with the City, the Corporation and the Trustee, as their interests may appear,to be named as insured parties, but with any loss to be adjusted by and paid to the City so long as the City is not in default; (b) that no damage to or destruction of any part of the Project by fire or other casualty shall entitle the City to terminate the Agreement or to violate any of its provisions or in any way to suspend, abate or reduce the rent then due or thereafter becoming due under the terms of the Agreement unless the City shall elect not to replace or restore the Project and shall provide to the Trustee funds sufficient to redeem a portion of the related series of the Bonds then outstanding in an amount equal to the ratio of the dollar amount of damage to or destruction of the Project; and The City may self-insure by means of an adequate self-insurance fund set aside and maintained out of its revenues if the City insures properties similar to the Project by self-insurance. Condemnation. No condemnation of all or any part of the Project shall in any way affect the liability of the City to pay the full rent due under the Agreement and proceeds of any such condemnation shall be paid to the Corporation and applied on the last unpaid rental installment,unless the City elects to 4815-9411-9941.3 11 4815-9411-9941.3 8 ipants' accounts upon DTC's receipt of funds and corresponding detail information from the Corporation or the Trustee, on payable dates 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 Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and 4815-9411-9941.3 7 found at www.dtcc.com. and www.dtc.org. 4815-9411-9941.3 6 onds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' have all or a portion of the series of Bonds relating to the affected Project redeemed in an amount equal to the ratio of the dollar amount of the condemnation award to the principal amount of such series of the Bonds then outstanding as provided by the Indenture. Indemnification of the Corporation. The City has agreed to indemnify the Corporation against all liabilities, penalties, damages and expenses which may be imposed upon, incurred by or asserted against the Corporation as a result of(a)the City's performance of, or the failure of the City to perform, any obligation of the City under the Agreement; (b)any use or condition of the Project or any part thereof or any street, alley, sidewalk, curb, passageway or space adjacent thereto; (c)any personal injury, including death resulting at any time therefrom, or property damage occurring on or about the Project or any adjacent street, alley, sidewalk, curb, passageway or space; (d)the failure of the City to comply with any requirement of any governmental authority; and (e)any construction lien or security agreement filed against the Project or any part thereof. Alterations, Additions and Improvements. The City has the right to make any alterations, additions or improvements to the Project which will not diminish the value thereof; and any such alterations, additions or improvements shall become a part of the Project and shall be covered by the Agreement. Use of Premises. The Project may be used by the City for public library and parking purposes and other such uses as the City shall deem appropriate from time to time; provided, however, that any other use of the Project shall not impair the City's use of the Project as public library facilities and parking facilities, as the case may be. The City may sublet any part of the Project for any uses for a period not extending beyond the term of the Agreement. No Right of Surrender by the City. The City has no right to surrender the Project to the Corporation, and no abandonment of the Project or failure or inability of the City to use the Project at any time shall relieve the City of its obligation to pay the agreed rentals for the entire term of the Agreement. Conveyance of Project to the City. The Corporation has agreed to convey the Project to the City upon full payment of the rentals due under the Agreement. Default. The Corporation has the right to terminate the Agreement and take possession of the Project in the event the City defaults in the performance of any of its obligations under the Agreement and such default continues for a period of 30 days after written notice to the City. No such termination shall operate to relieve the City of its obligation to the Corporation to pay the cash rentals due under the Agreement, and the City shall continue to be liable for payment of the basic cash rent. Donations Held as Trust Fund. The City has agreed that any donation received by the City to assist in acquiring, constructing, furnishing and equipping the Project shall be held in trust and(unless the use is otherwise specified by the donor) used only to satisfy the City's obligations under the Agreement, to apply to the purchase of the Project from the Corporation and to pay costs of acquiring the Project. THE INDENTURE The following is a summary of certain provisions of the Indenture. Reference should be made to the Indenture itself for a complete statement of its provisions. Investment of Funds. All moneys held by the Trustee for the credit of any fund or account under the Indenture shall be invested and reinvested by the Trustee upon the written direction of the Corporation, but only in investments authorized by Reissue Revised Statutes of Nebraska, as amended, 4815-9411-9941.3 12 e, on payable dates 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 Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and 4815-9411-9941.3 7 found at www.dtcc.com. and www.dtc.org. 4815-9411-9941.3 6 onds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Section 14-563, viz. securities of the United States of America, the State of Nebraska, the City, Douglas County, Nebraska, a school district of the City, municipality owned and operated public utility property and plants of the City, and certificates of deposit from and time deposits in bank or capital stock fmancial institutions selected as depositories of City funds, provided that (i)moneys deposited in the Redemption Escrow Fund shall be invested only in irrevocable United States Government Obligations and(ii)moneys deposited from cash rental payments to the credit of the Bond Fund shall only be invested and reinvested by the Trustee in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. Any such investment shall mature at such time and in such amounts so that funds will be available when required. Income from all investments shall be credited to the fund from which the investment was made. Amendment of Indenture. An amendment which would extend the maturity of or reduce the interest rate on any Bond or affect the pledge and assignment of the cash rentals payable by the City or permit any priority of any Bond over any other Bond or reduce the percentage of Bondholders required to consent to any amendment of the Indenture requires the specific consent of the owner of each Bond which would be affected thereby. In the case of all other amendments, the Indenture may not be modified or amended without the consent of the owners of at least two-thirds of the principal amount of the Bonds outstanding, except to (i)correct an ambiguity or formal defect or omission, including any subsequent amendments thereto; (ii)grant and confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security that may be lawfully granted to or conferred upon the Bondholders or the Trustee; (iii)issue Additional Bonds or refunding bonds; (iv)comply with such requirements of the Code as are necessary in the opinion of nationally recognized bond counsel to maintain the designation of the Series 2009A Bonds as Build America Bonds if so elected by the Corporation and affirmed by the City; or (v)modify, alter, amend or supplement the Indenture in any other respect which in the judgment of the Corporation,as concurred in by the Indenture, is not materially adverse to the Bondholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the written consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. Notice of Redemption of Bonds. If a Bond in book-entry-only form is called for redemption, notice shall be mailed to the Depository not less than 30 days or more than 60 days prior to the redemption date. If a Bond not in book-entry-only form is called for redemption,notice shall be given by mailing a copy of the redemption notice by first-class mail not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books of the Corporation kept by the Trustee. Defeasance. The Corporation's obligation as to any Bond shall be discharged when there has been deposited with the Trustee, in trust solely for such purpose, cash or United States government direct or guaranteed obligations maturing in such amount and at such times as will provide funds sufficient to retire such Bond at maturity or earlier permitted redemption date and pay interest and premium, if any, thereon to such retirement date. Events of Default. The following constitute events of default under the Indenture: (a) default in the due and punctual payment of the principal of or the interest on any outstanding Bond and the continuance thereof for a period of five days; 4815-9411-9941.3 13 ponsibility of such Participant and not of DTC, the Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and 4815-9411-9941.3 7 found at www.dtcc.com. and www.dtc.org. 4815-9411-9941.3 6 onds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' (b) default in the due and punctual payment of the basic cash rental payments to the Trustee and the continuance thereof for a period of 5 days; or (c) default in the performance or observance of any other of the covenants, agreements or conditions on the Corporation's part contained in the Indenture, or in the Bonds, and the continuance thereof for a period of 30 days after written notice thereof to the Corporation by the Trustee, or by the owners of not less than 20% in aggregate principal amount of Bonds outstanding. Default Remedies. Upon the occurrence of an event of default under the Indenture, the Trustee may, and upon the written request of the owners of 20% in aggregate principal amount of the Bonds outstanding, shall, accelerate the principal of and the interest on the Bonds. The Trustee may rescind its declaration of acceleration and waive any default under the Indenture under certain circumstances. The owners of not less than 20% in principal amount of Bonds then outstanding shall have the right to request the Trustee, upon being indemnified to its satisfaction, to exercise any remedies available under the Agreement and, to the extent consistent therewith, may sell, lease or manage any portion of the Project and apply the net proceeds thereof as provided in the Indenture and, whether or not it has done so, proceed to take any other steps needful for its protection and that of the owners of the Bonds subject to the right in all events of the owners of a majority in principal amount of Bonds outstanding to direct the Trustee's action. UNDERWRITING Under a Bond Purchase Agreement (the "Bond Purchase Agreement") entered into by the Corporation and D.A. Davidson & Co., as Underwriter (the "Underwriter"), the Bonds are being purchased at an aggregate price of$ (the aggregate principal amount of the Bonds plus net premium of$ minus $ of Underwriter's Discount). The Bond Purchase Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in the Bond Purchase Agreement, including the absence of pending or threatened litigation questioning the validity of the Bonds or any proceedings in connection with the issuance thereof and the absence of material adverse changes in the financial or business condition of the Corporation or the City. The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth on the 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. CONTINUING DISCLOSURE The City has entered into an undertaking (the "Undertaking") for the benefit of the holders and beneficial owners of the Bonds to send certain financial information and operating data to the Municipal Securities Rulemaking Board ("MSRB") annually and to provide notice to the MSRB of certain events, pursuant to the requirements of Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12) (the "Rule"). See "APPENDIX B—FORM OF LETTER AGREEMENT." The City is in compliance with each of its undertakings under the Rule. A failure by the City to comply with the Undertaking will not constitute an Event of Default under the Indenture or the Agreement, although any bondholder will have any available remedy at law or 4815-9411-9941.3 14 hereon to such retirement date. Events of Default. The following constitute events of default under the Indenture: (a) default in the due and punctual payment of the principal of or the interest on any outstanding Bond and the continuance thereof for a period of five days; 4815-9411-9941.3 13 ponsibility of such Participant and not of DTC, the Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and 4815-9411-9941.3 7 found at www.dtcc.com. and www.dtc.org. 4815-9411-9941.3 6 onds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' 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. LITIGATION No litigation is pending or, to the knowledge of the Corporation, threatened in any court to restrain or enjoin the issuance or delivery of any of the Bonds or in any way contesting or affecting the validity of the Bonds, the related resolutions of the Corporation, the Agreement, the Indenture or the City's Ordinance, or contesting the powers or authority of the Corporation to issue its Bonds or to adopt the resolutions or of the City to execute and deliver the Agreement or pass its related ordinance. CERTAIN FEDERAL INCOME TAX CONSEQUENCES Holders of the Series 2009A Bonds and the Series 2009B 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. 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. Build America Bonds In General. The City intends to elect to designate the Series 2009A 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 Series 2009A Bonds are issued by the City, interest on the Series 2009A 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 Series 2009A Bonds will be fully subject to federal income taxation. Thus, owners of the Series 2009A Bonds generally must include interest (including original issue discount) on the Series 2009A Bonds in gross income for federal income tax purposes. 4815-9411-9941.3 15 efault. The following constitute events of default under the Indenture: (a) default in the due and punctual payment of the principal of or the interest on any outstanding Bond and the continuance thereof for a period of five days; 4815-9411-9941.3 13 ponsibility of such Participant and not of DTC, the Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and 4815-9411-9941.3 7 found at www.dtcc.com. and www.dtc.org. 4815-9411-9941.3 6 onds are being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Build America Bonds. The Series 2009A 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 Series 2009A Bonds. The Code imposes requirements on the Series 2009A Bonds that the City must continue to meet after the Series 2009A Bonds are issued in order to receive the cash subsidy payments. These requirements generally involve the way that Series 2009A 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 Series 2009A 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 Series 2009A 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 Series 2009A Bonds, its opinion to the effect that the Series 2009A 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 Series 2009A Bonds. If, alternatively, it were determined that the Series 2009A 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 Series 2009A Bonds. Cash payments to the holders of the Series 2009A Bonds who are treated as equity owners generally would be treated as dividends for tax purposes to the extent of such corporation's accumulated and current earnings and profits. A similar result would apply if the holders of the Series 2009A Bonds were deemed to have acquired stock or other equity interests. However, as noted above, the City has been advised that the Series 2009A 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 Series 2009A 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 Series 2009A Bonds, by accepting such Series 2009A Bonds, have agreed to treat the Series 2009A Bonds as indebtedness of the City for federal income tax purposes. The City intends to treat the Series 2009A Bond transactions as a financing reflecting the Series 2009A 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. 4815-9411-9941.3 16 being offered when,as and if issued by the Corporation and accepted by the Underwriter, subject to the approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Taxation of Interest Income of the Bonds. Payments of interest with regard to the Series 2009A 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 Series 2009A 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 minimis 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 Series 2009A Bonds will constitute qualified stated interest and that the Series 2009A 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 Series 2009A Bonds may not be qualified stated interest because such payments are not unconditional and or that the Series 2009A Bonds otherwise are issued with original issue discount. Payments of interest received with respect to the Series 2009A Bonds will also constitute investment income for purposes of certain limitations of the Code concerning the deductibility of investment interest expense. Potential holders of the Series 2009A Bonds should consult their own tax advisors concerning the treatment of interest payments with regard to the Series 2009A Bonds. A purchaser(other than a person who purchases a Series 2009A Bond upon issuance at the issue price)who buys a Series 2009A 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 Series 2009A 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 Series 2009A Bonds. In the event that the Series 2009A 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 Series 2009A Bond may elect to amortize such premium (as an offset to interest income), using a constant yield method, over the remaining term of the Series 2009A 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 Series 2009A Bond should consult their tax advisors regarding the amortization of bond premium. 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Sale or Exchange of Series 2009A Bonds. If a Bondholder sells a Series 2009A 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 Series 2009A 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 Series 2009A 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 Series 2009A Bond should consult its own tax advisor concerning the circumstances in which the Series 2009A 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 Series 2009A 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 Series 2009A 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 Series 2009A Bonds under the tax laws of any other state, locality or foreign jurisdiction. Investors considering an investment in the Series 2009A Bonds should consult their own tax advisors regarding such tax consequences. 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 Series 2009A Bonds will be characterized as debt for federal income tax purposes. Therefore, except to the extent any holder of a Series 2009A Bond incurs acquisition indebtedness with respect to a Series 2009A 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 Series 2009A 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, 4815-9411-9941.3 18 regarding the amortization of bond premium. 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' 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 Series 2009A Bonds if a payment on such Series 2009A 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 Series 2009A Bonds should consult their tax advisors regarding the implications of the Directive in their particular circumstances. Foreign Investors. A holder of a Series 2009A 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 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 Series 2009A 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 Series 2009A 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. 4815-9411-9941.3 19 ayments secured for their benefit). However, Austria, Belgium, 4815-9411-9941.3 18 regarding the amortization of bond premium. 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' 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 Series 2009A 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. Tax Treatment of Original Issue Discount. The Series 2009A Bonds that have an original yield above their interest rate, as shown on the inside cover, are being sold at a discount (the "Discounted Obligations"). The difference between the initial public offering prices, as set forth on the inside cover page hereof, of the Discounted Obligations and their stated amounts to be paid at maturity, constitutes original issue discount treated as interest which is not includible in gross income for federal income tax purposes. In the case of an owner of a Discounted Obligation, the amount of original issue discount which is treated as having accrued with respect to such Discounted Obligation is added to the cost basis of the owner in determining, for federal income tax purposes, gain or loss upon disposition of a Discounted Obligation (including its sale or payment at maturity). Amounts received upon disposition of a Discounted Obligation which are attributable to accrued original issue discount will be treated as taxable interest,rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discounted Obligation, on days which are determined by reference to the maturity date of such Discounted Obligation. The amount treated as original issue discount on a Discounted Obligation for a particular semiannual accrual period is equal to (a)the product of(i)the yield to maturity for such Discounted Obligation (determined by compounding at the close of each accrual period) and (ii)the amount which would have been the tax basis of such Discounted Obligation at the beginning of the particular accrual period if held by the original purchaser, (b) less the amount of any interest payable for such Discounted Obligation during the accrual period. The tax basis is determined by adding to the initial public offering price on such Discounted Obligation the sum of the amounts which have been treated as original issue discount for such purposes during all prior periods. If a Discounted Obligation is sold between semiannual compounding dates, original issue discount which would have been accrued for that semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. The Code contains additional provisions relating to the accrual of original issue discount in the case of owners of a Discounted Obligation who purchase such Discounted Obligations after the initial offering. Owners of Discounted Obligations including purchasers of the Discounted Obligations in the secondary market should consult their own tax advisors with respect to the determination for federal income tax purposes of original issue discount accrued with respect to such obligations as of any date and with respect to the state and local tax consequences of owning a Discounted Obligation. Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Obligations callable prior to their maturity, by amortizing the premium to the call date, based upon the purchaser's yield to the call date and giving effect to any call premium). As premium is amortized, it offsets the interest allocable to the corresponding payment period and the purchaser's basis in such Premium Obligation is reduced by a corresponding amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Obligation prior to its maturity. Even though the purchaser's basis may be reduced, no federal income tax deduction is allowed. The same treatment is afforded to the Premium Obligations purchased at a premium in the secondary market. Purchasers of Premium Obligations should consult with their own tax advisors with respect to the determination and treatment of amortizable premium for federal income tax purposes and with respect to the state and local tax consequences of owning such Premium Obligations. State Tax Law Interest on the Bonds is included in the gross income of the recipients thereof for Nebraska income tax purposes. Future Legislation From time to time,there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to above or adversely affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or 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. Other Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Kutak Rock LLP,Bond Counsel,a copy of whose approving opinion will be delivered with the Bonds, and the form of which opinion comprises Appendix D. Certain other legal matters will be passed upon for the City by the City Law Department, and for the Underwriter by Kutak Rock LLP, Counsel to the Underwriter. RATINGS Moody's Investors Service,Inc. ("Moody's")and Standard&Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P"),have assigned the Bonds the ratings of"_" and" " respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has 4815-9411-9941.3 21 ount accrued with respect to such obligations as of any date and with respect to the state and local tax consequences of owning a Discounted Obligation. Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' 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. FINANCIAL STATEMENTS The general purpose financial statements of the City as and for the year ended December 31, 2008 included as Appendix B to this Official Statement have been audited by KPMG LLP, independent certified public accountants, as stated in its report appearing therein. KPMG LLP, the City's independent auditor, has not been engaged to perform and has not performed, since the date of its report included therein, any procedures on the financial statements addressed in that report. KPMG LLP also has not performed any procedures relating to this Official Statement. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the Corporation and the purchasers or owners of any of the Bonds. The information contained in this Official Statement has been taken from the City,DTC and other sources considered to be reliable,but is not guaranteed. To the best of the knowledge of the undersigned, this Official Statement(insofar as it relates to the Bonds represented by the undersigned)does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The execution and delivery of this Official Statement have been duly authorized by the Corporation as of the date shown on the cover hereof. CITY OF OMAHA PUBLIC FACILITIES CORPORATION By/s/ President 4815-9411-9941.3 22 Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Other Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Kutak Rock LLP,Bond Counsel,a copy of whose approving opinion will be delivered with the Bonds, and the form of which opinion comprises Appendix D. Certain other legal matters will be passed upon for the City by the City Law Department, and for the Underwriter by Kutak Rock LLP, Counsel to the Underwriter. RATINGS Moody's Investors Service,Inc. ("Moody's")and Standard&Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P"),have assigned the Bonds the ratings of"_" and" " respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has 4815-9411-9941.3 21 ount accrued with respect to such obligations as of any date and with respect to the state and local tax consequences of owning a Discounted Obligation. Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' • [This page left blank intentionally.] • • • 4815-9411-9941.3 -1 cr " ` .O• CD 'S. �• Q' _V Z w (� CD G A�7 O cD n S fp toi O . . CDcr. a a'O �l F. vi v) A� vi - • a'C C/1 C O R° 7 N O Or O AT �p.� kC ¢ p .ate O v O , ,--... - • ,, "12 , , 1 4 A .•1;t: ' 11:.fi' "4•'''''' 11.•. - • ' , .. X . . • 44 ' AV NI/ .., *.i. . \ . ‘, •1/4 • a, 3/99 Revised 03/99 APPENDIX A CITY OF OMAHA- SELECTED ECONOMIC INDICATORS Omaha MSA Population and Employment Population 1 Employment 2 1950 366,395* 163,050* 1960 457,873* 188,950* 1970 542,646* 241,650* 1980 569,614* 261,532* 1990 687,569 355,200 2000 767,140 441,600 2001 775,251 444,500 2002 782,158 439,200 2003 790,252 444,400 2004 800,155 441,500 2005 810,155 448,200 2006 819,073 456,200 2007 827,666 462,800 2008 837,925 468,400 *Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S. Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours,and Earnings. Omaha MSA (Eight Counties)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. 4815-9411-9941.3 The execution and delivery of this Official Statement have been duly authorized by the Corporation as of the date shown on the cover hereof. CITY OF OMAHA PUBLIC FACILITIES CORPORATION By/s/ President 4815-9411-9941.3 22 Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Other Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Kutak Rock LLP,Bond Counsel,a copy of whose approving opinion will be delivered with the Bonds, and the form of which opinion comprises Appendix D. Certain other legal matters will be passed upon for the City by the City Law Department, and for the Underwriter by Kutak Rock LLP, Counsel to the Underwriter. RATINGS Moody's Investors Service,Inc. ("Moody's")and Standard&Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P"),have assigned the Bonds the ratings of"_" and" " respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has 4815-9411-9941.3 21 ount accrued with respect to such obligations as of any date and with respect to the state and local tax consequences of owning a Discounted Obligation. Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' 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 6,648,387 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 MSA1 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. 4815-9411-9941.3 A-2 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. 4815-9411-9941.3 The execution and delivery of this Official Statement have been duly authorized by the Corporation as of the date shown on the cover hereof. CITY OF OMAHA PUBLIC FACILITIES CORPORATION By/s/ President 4815-9411-9941.3 22 Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Other Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Kutak Rock LLP,Bond Counsel,a copy of whose approving opinion will be delivered with the Bonds, and the form of which opinion comprises Appendix D. Certain other legal matters will be passed upon for the City by the City Law Department, and for the Underwriter by Kutak Rock LLP, Counsel to the Underwriter. RATINGS Moody's Investors Service,Inc. ("Moody's")and Standard&Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P"),have assigned the Bonds the ratings of"_" and" " respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has 4815-9411-9941.3 21 ount accrued with respect to such obligations as of any date and with respect to the state and local tax consequences of owning a Discounted Obligation. Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' 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 Metro Area 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 *Located in Sarpy County(immediately south of Omaha). Source: Greater Omaha Chamber of Commerce Top 25 Employer List,2008(Ranked by Number of Employees). 4815-9411-9941.3 A-3 A-2 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. 4815-9411-9941.3 The execution and delivery of this Official Statement have been duly authorized by the Corporation as of the date shown on the cover hereof. CITY OF OMAHA PUBLIC FACILITIES CORPORATION By/s/ President 4815-9411-9941.3 22 Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Other Legal Matters Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Kutak Rock LLP,Bond Counsel,a copy of whose approving opinion will be delivered with the Bonds, and the form of which opinion comprises Appendix D. Certain other legal matters will be passed upon for the City by the City Law Department, and for the Underwriter by Kutak Rock LLP, Counsel to the Underwriter. RATINGS Moody's Investors Service,Inc. ("Moody's")and Standard&Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P"),have assigned the Bonds the ratings of"_" and" " respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has 4815-9411-9941.3 21 ount accrued with respect to such obligations as of any date and with respect to the state and local tax consequences of owning a Discounted Obligation. Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' [This page left blank intentionally.] 4815-9411-9941.3 • • 4815-9411-9941.3 -1 cr " ` .O• CD 'S. �• Q' _V Z w (� CD G A�7 O cD n S fp toi O . . CDcr. a a'O �l F. vi v) A� vi - • a'C C/1 C O R° 7 N O Or O AT �p.� kC ¢ p .ate O v O , ,--... - • ,, "12 , , 1 4 A .•1;t: ' 11:.fi' "4•'''''' 11.•. - • ' , .. X . . • 44 ' AV NI/ .., *.i. . \ . ‘, •1/4 • a, 3/99 Revised 03/99 APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION Part One Selected City of Omaha Financial Information Part Two Independent Auditors'Report and General Purpose Financial Statements 4815-9411-9941.3 n S fp toi O . . CDcr. a a'O �l F. vi v) A� vi - • a'C C/1 C O R° 7 N O Or O AT �p.� kC ¢ p .ate O v O , ,--... - • ,, "12 , , 1 4 A .•1;t: ' 11:.fi' "4•'''''' 11.•. - • ' , .. X . . • 44 ' AV NI/ .., *.i. . \ . ‘, •1/4 • a, 3/99 Revised 03/99 • [This page left blank intentionally.] 4815-9411-9941.3 Part One Selected City of Omaha Financial Information Part Two Independent Auditors'Report and General Purpose Financial Statements 4815-9411-9941.3 n S fp toi O . . CDcr. a a'O �l F. vi v) A� vi - • a'C C/1 C O R° 7 N O Or O AT �p.� kC ¢ p .ate O v O , ,--... - • ,, "12 , , 1 4 A .•1;t: ' 11:.fi' "4•'''''' 11.•. - • ' , .. X . . • 44 ' AV NI/ .., *.i. . \ . ‘, •1/4 • a, 3/99 Revised 03/99 APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION PART ONE Selected City of Omaha Financial Information 4815-9411-9941.3 ndependent Auditors'Report and General Purpose Financial Statements 4815-9411-9941.3 n S fp toi O . . CDcr. a a'O �l F. vi v) A� vi - • a'C C/1 C O R° 7 N O Or O AT �p.� kC ¢ p .ate O v O , ,--... - • ,, "12 , , 1 4 A .•1;t: ' 11:.fi' "4•'''''' 11.•. - • ' , .. X . . • 44 ' AV NI/ .., *.i. . \ . ‘, •1/4 • a, 3/99 Revised 03/99 CITY OF OMAHA,NEBRASKA GENERAL FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,2008 2004 2005 2006 2007 2008 Revenue: General Property Tax $ 47,304,855 $ 50,000,897 $ 52,205,484 $ 55,126,392 $ 61,795,651 Motor Vehicle Taxes 8,814,977 8,808,677 8,818,011 8,825,629 9,374,405 City sales&use tax 109,662,232 112,954,972 113,633,982 118,680,986 121,532,796 Business taxes 27,000,112 26,845,997 28,781,008 30,778,878 32,921,017 Licenses&permits 8,645,623 8,248,962 8,216,565 8,150,481 8,155,504 Intergovernmental revenue 7,521,860 9,956,560 8,388,815 9,246,268 9,437,282 Charges for services 15,323,915 15,616,713 16,285,001 18,568,340 19,842,674 Investment income 846,374 1,292,491 4,170,840 5,671,876 3,847,009 Rents&royalties 113,534 107,512 159,665 120,473 104,961 Miscellaneous 920,544 1,215,451 1,189,362 4,915,605 1,685,643 Revenue from Stadium 909,777 Total Revenue $226,154,026 $235,048,232 $241,848,733 $260,084,928 $269,606,719 Expenditures: • Legislative&Executive $ 2,476,555 $ 2,587,929 $ 2,458,360 $ 2,621,744 $ 2,540,850 Law,Personnel&Human Relations 5,587,167 5,673,577 5,490,058 5,887,846 5,824,839 Finance 3,392,483 2,819,299 2,340,491 2,389,924 2,276,814 Administrative Services 1,518,104 - 0 0 0 Planning 5,255,516 6,599,159 5,115,735 5,755,897 6,612,669 Parks,Recreation&Public Property 15,846,920 15,265,292 14,899,544 16,483,949 17,887,259 Public Safety 133,803,769 139,765,068 151,289,868 163,245,015 168,503,353 Public Works 12,264,237 13,630,679 14,227,826 15,140,836 14,988,397 Convention and Tourism 0 0 255,600 250,000 0 Public Library 8,080,267 8,406,738 7,600,999 8,356,835 8,173,587 Retiree Benefits 15,994,880 15,163,968 16,372,920 17,410,910 19,359,233 Agency&Other Accounts 18,877,442 23,225,076 23,083,677 22,869,002 23,861,550 Downtown Stadium 0 0 0 0 909.776 Total Expenditures 223,097,340 233,136,785 243,135,078 260,411,958 270,938,327 Excess(deficit)of revenues . over expenditures: $ 3,056,686 $ 1,911,447 $ (1,286,345) $ (327,030) (1,331,608) Other sources(uses)of financial resources: Initial credit $ 1,333 $ 489,111 $ 3,762,999 $ 2,643,828 $ 3,249,743 Operating transfers and encumbrance adjustments(net) 704,980 243,269 182,684 1,579,312 545.751 Net other sources(uses) of financial resources 706,313 732,380 3,945,683 4,223,140 3,795,494 Excess(deficiency)of revenues over expenditures&other sources (uses)of financial resources* $ 3,762,999 $ 2,643,827 $ 2,659,338 $ 3,896,110 $ 2,463,886 Fund balance,beginning of yr. 490,444 4,252,110 6,406,811 5,303,150 6,555,432 Less initial credit ( 1,333) (489,111) (3,762,999) (2,643,828) (3,249,743) Fund balance,end of yr. $ 4,252,110 $ 6,406,811 $ 5,303,150 $ 6.555.432 $ 5.769.575 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. 4815-9411-9941.3 Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' CITY OF OMAHA,NEBRASKA GENERAL DEBT SERVICE FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,2008 2004 2005 2006 2007 2008 Revenue: Taxes $34,494,562 $35,631,565 $37,751,458 $ 39,700,167 $44,536,697 In lieu-of-taxes 74,594 74,594 92,735 88,094 74,594 Interest income 596,500 238,746 114,615 111,542 252,097 Tax allocation revenue 6,418,394 - --- Parking fees 1,187,866 1,168,532 1,026,585 1,243,110 $1,328,971 Seat tax 433,207 374,998 594,628 427,038 544,927 State turn back revenue 318,747 997,550 450,389 799,636 2,404,735 Total revenue $43,523,870 $38,485,985 $40,030,410 $42,369,587 $49,142,021 Contributions from annexed areas 8,193,136 822,226 344,325 14,467,116 10,568,138 Total revenue&contributions $51,717,006 $39,308,211 $40,374,735 $56,836,703 $59,710,159 Expenditures: Outside services: Professional fees&liabilities $ 4,747,872 $ 562,771 $ 292,396 $ 1,848,730 $ 2,071,744 Collection fees 349,257 375,683 377,054 425,334 446,385 Total outside services $ 5,097,129 $ 938,454 $ 669,450 $ 2,274,064 $ 2,518,129 General obligation bonds: Interest expense $ 56,237,576 $21,883,212 $23,008,972 $37,631,606 $28,463,687 Bonds retired 234,975,000 21,150,000 35,125,000 39,725,234 109,871,890 Total general obligation bonds 291,212,576 $43,033,212 $58,133,972 $77,356,840 $138,335,577 Total expenditures 296,309,705 $43,971,666 $58,803,422 $79,630,904 $140,853,706 Excess(deficit)of revenues& contributions over(under) expenditures $(244,592,699) $(4,663,455) $(18,428,687) $(22,794,201) $(81,143,547) Other financing sources(uses): Refunding Bonds 257,091,159 - 11,425,000 27,397,421 83,628,251 Excess(deficit)of revenues& contributions over(under) expenditures&other financing sources(uses) $ 12,498,460 $(4,663,455) $(7,003,687) $4,603,220 $2,484,704 Fund balance at beginning of year 11,057,002 23,555,462 18,892,007 11,888,320 16,491,540 Fund balance at end of year $ 23.555,462 $18.892,007 $11.888 320 $16.491.540 $18,976,244 • • 4815-9411-9941.3 B-2 $ (327,030) (1,331,608) Other sources(uses)of financial resources: Initial credit $ 1,333 $ 489,111 $ 3,762,999 $ 2,643,828 $ 3,249,743 Operating transfers and encumbrance adjustments(net) 704,980 243,269 182,684 1,579,312 545.751 Net other sources(uses) of financial resources 706,313 732,380 3,945,683 4,223,140 3,795,494 Excess(deficiency)of revenues over expenditures&other sources (uses)of financial resources* $ 3,762,999 $ 2,643,827 $ 2,659,338 $ 3,896,110 $ 2,463,886 Fund balance,beginning of yr. 490,444 4,252,110 6,406,811 5,303,150 6,555,432 Less initial credit ( 1,333) (489,111) (3,762,999) (2,643,828) (3,249,743) Fund balance,end of yr. $ 4,252,110 $ 6,406,811 $ 5,303,150 $ 6.555.432 $ 5.769.575 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. 4815-9411-9941.3 Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' CITY OF OMAHA SPECIAL TAX REVENUE REDEVELOPMENT AND SPECIAL OBLIGATION DEBT SERVICE FUND Five Years Ended December 31,2008 2004 2005 2006 2007 2008 Revenues: Property tax revenue 1,757,854 1,815,671 1,924,414 1,987,825 2,266,497 Tax allocation revenue 985,556 1,632,230 1,752,414 3,926,399 2,270,964 State cigarette tax 1,500,328 1,500,000 1,500,000 1,500,000 1,500,000 NRD Miller Park contribution 200,000 200,000 200,000 200,000 --- Douglas County Miller Park contribution 282,352 141,176 141,176 141,176 141,177 Rolling River --- 56,146 --- 111,575 --- Naming rights convention center 1,990,000 825,000 825,000 825,000 825,000 Land sales 1,015,257 1,656,289 --- 224,260 77,500 Refunding Bonds\Other Income 207,662 --- --- --- 40,596,567 Sewer Revenue Fees* 1,519,081 1,520,149 1,519,551 1,517,971 1,518,584 Total revenues 9,458,090 9,346,661 7,862,555 10,434,206 49,196,289 Expenditures: Agency and other accounts 16,718 26,119 47,445 20,842 56,122 Principal payment 1,481,024 1,746,813 2,003,542 4,315,527 35,949,182 Interest 4,526,330 5,459,700 5,281,609 5,094,062 5,454,753 Sewer Special Obligation debt service* 1,519,081 1,520,149 1,519,551 1,517,971 1,518,584 Professional fees 12,809 142,796 114,917 168,275 6,330,887 Total expenditures 7,555,962 8,895,577 8,967,064 11,116,677 49,309,528 Excess(deficit)of revenues over expenditures 1,902,128 451,084 (1,104,509) (682,471) (113,239) Fund balance,beginning of year: Fund balance 6,541,296 8,443,424 8,894,508 7,789,999 7,107,528 Fund balance,end of year: Fund balance 8,443,424 8,894,508 7,789,999 7,107,528 6,994,289 • This redevelopment levy is used to pay bond and interest payments on Redevelopment Bonds.The levy for 2004, 2005,2006,2007 and 2008 is.894 cents per$100 of taxable valuation.The State Community Development Law authorizes a taxing authority of 2.6 cents on each$100 upon actual value of all taxable property in the City.The Omaha Special Tax Revenue Redevelopment and Special Obligation Debt Service Fund services the following issuances: Retirement Name Date of Issue Date ConAgra Riverfront Redevelopment 1988 2008 Downtown Redevelopment 1999 2019 2002 Redevelopment(Stockyards&Downtown)** 2002 2032 2002 Special Obligation(Riverfront)** 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 2008 Redevelopment(Stockyards&Downtown) 2008 2026 2008 Special Obligation(Riverfront) 2008 2013 Special Tax Revenue Redevelopment 2008 2028 In 2002,the 2002 Special Obligation Bonds were issued.These bonds are serviced by a variety of revenue sources,including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax, NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. **Refunded on March 25,2008 upon the issuance of the corresponding 2008 Redevelopment and 2008 Special Obligation issuances. 4815-9411-9941.3 B-3 t to the General Fund Budget for the second year following the year in which the excess has arisen. 4815-9411-9941.3 Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' CITY OF OMAHA,NEBRASKA GENERAL FUND Fiscal Year 2009 Budget and 2010 Budget 2009 2010 Budgeted Budgeted Revenues: General Property Tax $ 64,378,978 $ 70,322,657 Motor Vehicle Taxes 9,020,000 9,300,000 City Sales and Use Tax 136,087,500 130,454,000 Less:LB 775 Refunds (8,000,000) (7,500,000) Business Taxes 32,655,095 34,932,000 Licenses and Permits 8,437,700 8,544,362 Intergovernmental Revenues 9,869,300 9,303,000 Charges for Services 18,894,974 19,386,252 Investment Income 2,825,400 2,850,000 Miscellaneous 2,535,692 1,370,000 Prior Year Balance 3,896,110 1,873,465 Total Revenue $280,600,749 $ 280,835,736 Expenditures: Legislative&Executive 2,801,834 2,697,014 Law,Personnel&Human Relations 6,421,625 6,229,540 Finance 2,450,432 2,505,735 Planning 6,524,621 6,784,881 Parks,Recreation and Public Property 18,576,407 18,297,135 Fire 69,096,544 68,782,298 Police 94,008,933 98,289,052 Public Works 15,359,629 16,272,610 Convention and Tourism 500,000 500,000 Public Library 8,631,805 10,294,689 Benefits 22,015,412 23,252,805 Agency and Other Accounts 34,213,507 26,929,977 Total Expenditures $280,600,749 $ 280,835,736 Source: Finance Department,City of Omaha. The major portion of the City's day-to-day operations, some annual capital improvements and various lease-purchase agreements are financed by the General Fund. Appropriations are also made from the fund for operating the Public Library System. Further appropriations are provided for the City's contribution to employee benefit plans including pension systems, hospitalization and life insurance and social security taxes. The 2010 Budget was formulated from revised projections for budget year 2009. 2010 Budget projections anticipate an increase of$0.2 million over 2009 Budget or an increase of 0.1%. 4815-9411-9941.3 B-4 Redevelopment and Special Obligation Debt Service Fund services the following issuances: Retirement Name Date of Issue Date ConAgra Riverfront Redevelopment 1988 2008 Downtown Redevelopment 1999 2019 2002 Redevelopment(Stockyards&Downtown)** 2002 2032 2002 Special Obligation(Riverfront)** 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 2008 Redevelopment(Stockyards&Downtown) 2008 2026 2008 Special Obligation(Riverfront) 2008 2013 Special Tax Revenue Redevelopment 2008 2028 In 2002,the 2002 Special Obligation Bonds were issued.These bonds are serviced by a variety of revenue sources,including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax, NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. **Refunded on March 25,2008 upon the issuance of the corresponding 2008 Redevelopment and 2008 Special Obligation issuances. 4815-9411-9941.3 B-3 t to the General Fund Budget for the second year following the year in which the excess has arisen. 4815-9411-9941.3 Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' ESTIMATED DEBT SERVICE REQUIREMENTS The annual debt service requirements on outstanding Lease Revenue Bonds, including the Parity Bonds, are shown below,together with the estimate of annual debt service requirements on the Bonds. Debt Service on Outstanding Lease Revenue Bonds* Debt Service on the Bonds For Year Total Ending Annual Less Principal December Annual Annual Debt Federal and Net Total Debt 31 Principal Interest Services Principal Interest2 Credit3 Interest Service 2010 $3,625,000 $6,058,505 $9,683,505 $1,125,000 $530,015 -38,305 $1,616,710 $11,300,215 2011 4,495,000 5,897,683 10,392,683 1,155,000 493,600 -36,683 1,611,917 12,004,600 2012 4,740,000 5,722,155 10,462,155 1,175,000 466,138 -36,058 1,605,080 12,067,235 2013 4,985,000 5,537,744 10,522,744 1,215,000 432,891 -35,284 1,612,607 12,135,351 2014 5,045,000 5,331,758 10,376,758 1,255,000 393,883 -34,371 1,614,512 11,991,269 2015 5,235,000 5,118,429 10,353,429 1,305,000 347,423 -33,300 1,619,123 11,972,551 2016 4,370,000 4,896,154 9,266,154 1,360,000 292,925 -32,003 1,620,922 10,887,076 2017 4,420,000 4,689,587 9,109,587 1,410,000 231,774 -30,590 1,611,184 10,720,771 2018 4,665,000 4,472,058 9,137,058 1,485,000 164,343 -29,094 1,620,249 10,757,307 2019 4,105,000 4,250,852 8,355,852 565,000 114,803 -27,414 652,389 9,008,240 2020 4,360,000 4,054,630 8,414,630 590,000 85,564 -25,576 649,987 9,064,618 2021 4,235,000 3,833,191 8,068,191 110,000 67,668 -23,684 153,984 8,222,174 2022 3,980,000 3,614,136 7,594,136 115,000 61,893 -21,662 155,230 7,749,366 2023 4,265,000 3,407,027 7,672,027 120,000 55,740 -19,509 156,231 7,828,258 2024 4,500,000 3,196,774 7,696,774 120,000 49,200 -17,220 151,980 7,848,754 2025 4,795,000 2,985,309 7,780,309 125,000 41,820 -14,637 152,183 7,932,492 2026 4,870,000 2,745,981 7,615,981 130,000 34,133 -11,946 152,186 7,768,167 2027 4,995,000 2,496,967 7,491,967 135,000 26,138 -9,148 151,989 7,643,956 2028 4,965,000 2,249,869 7,214,869 140,000 17,835 -6,242 151,593 7,366,461 2029 4,755,000 2,002,420 6,757,420 150,000 9,225 -3,229 155,996 6,913,416 2030 5,080,000 1,756,592 6,836,592 - - -• 6,836,592 2031 5,405,000 1,485,670 6,890,670 - - - 6,890,670 2032 5,745,000 1,197,595 6,942,595 - - - 6,942,595 2033 6,105,000 891,460 6,996,460 - - - 6,996,460 2034 4,600,000 618,750 5,218,750 - - - 5,218,750 2035 4,890,000 381,500 5,271,500 - - - 5,271,500 2036 5,185,000 129.625 5,314,625 - - - - 5,314,625 TOTALS $128.415.000 $89.022,417 $217.437.417 $13,785.000 $3,917,007 -$485.955 $17.214_,M $234.653.469 1 Less principal and interest on proposed Refunded Bonds 2 Interest estimated at 5.534%per annum 3 Build America Bonds 35%federal interest credit 4815-9411-9941.3 e sources,including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax, NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. **Refunded on March 25,2008 upon the issuance of the corresponding 2008 Redevelopment and 2008 Special Obligation issuances. 4815-9411-9941.3 B-3 t to the General Fund Budget for the second year following the year in which the excess has arisen. 4815-9411-9941.3 Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' SUMMARY OF 2009 GENERAL FUND REVENUES AND EXPENDITURES BY SOURCE as of June 30,2009 2009 Actual Projected Projected Over Budgeted 6/30/2009 12/31/2009 (Under)Budget Revenues: General Property Tax $64,378,978 $37,179,644 $64,578,978 $ 200,000 Motor Vehicle Taxes 9,020,000 4,464,363 9,250,000 230,000 City Sales and Use Tax 128,087,500 60,293,083 120,025,978 (8,061,522) Business Taxes 32,655,095 13,317,687 34,792,865 2,137,770 Licenses and Permits 8,437,700 3,404,162 6,965,000 (1,472,700) Intergovernmental Revenues 9,869,300 4,168,383 8,458,000 (1,411,300) Charges for Services 18,894,974 8,726,087 19,878,436 983,462 Investment Income 2,825,400 789,314 1,300,000 (1,525,400) Miscellaneous 2,535,692 1,134,937 2,535,692 0 Prior Year General Fund Balance 3,896,110 3,896,110 3,896,110 0 Total General Fund Revenue $280,600,749 $131373,770 $271,681,059 $(8,919,690) Expenditures: Legislative&Executive $ 2,801,834 $ 1,920,655 $ 2,709,044 $ (92,790) Law,Personnel&Human Relations 6,421,625 2,785,258 5,832,258 (589,367) Finance 2,450,432 1,130,357 2,389,188 (61,244) Planning 6,524,621 2,888,264 6,434,060 (90,561) Parks,Recreation and Public Property 18,576,407 9,123,557 17,718,874 (857,533) Public Safety 163,105,477 45,409,730 168,678,304 5,572,827 Public Works 15,359,629 6,301,637 15,907,833 548,204 Convention&Tourism 500,000 0 0 (500,000) Public Library 8,631,805 3,902,622 8,231,765 (400,040) Benefits 22,015,412 12,765,835 22,975,047 959,635 Outside Agency Accounts 19,422,158 11,537,890 18,090,966 (1,331,192) Contingency and Other Accounts 14,791,349 3,043,833 12,746,332 (2,045,017) Total General Fund Expenditures $280,600,749 $100.809.638 $281,711,671 $ 1 l 112.922 Excess Revenues over Expenditures Overage() $(10,032,612) Projected 2008 General Fund Budget Carryover Reserve $(10,032,612) Source:Unaudited records and projections of the Finance Department, City of Omaha as of June 30, 2009. These records and projections have not been reviewed by the City's outside auditors:projections are projections only.Actual results as the result of the Year 2009 year-end audit may differ significantly. Since this June 30, 2009 projection, the City has initiated several expenditure reduction initiatives and increased fees to enhance revenues. See"SOURCES OF CITY REVENUES". 4815-9411-9941.3 996,460 - - - 6,996,460 2034 4,600,000 618,750 5,218,750 - - - 5,218,750 2035 4,890,000 381,500 5,271,500 - - - 5,271,500 2036 5,185,000 129.625 5,314,625 - - - - 5,314,625 TOTALS $128.415.000 $89.022,417 $217.437.417 $13,785.000 $3,917,007 -$485.955 $17.214_,M $234.653.469 1 Less principal and interest on proposed Refunded Bonds 2 Interest estimated at 5.534%per annum 3 Build America Bonds 35%federal interest credit 4815-9411-9941.3 e sources,including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax, NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. **Refunded on March 25,2008 upon the issuance of the corresponding 2008 Redevelopment and 2008 Special Obligation issuances. 4815-9411-9941.3 B-3 t to the General Fund Budget for the second year following the year in which the excess has arisen. 4815-9411-9941.3 Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' PROPERTY VALUATIONS AND DEBT RATIOS As of December 31 2004 2005 2006 2007 2008 Actual Valuation' $20,091,391,760 $21,495,123,660 $22,265,984,445 $25,302,239,770 $26,509,935,870 Net Direct General Obligation Bonded Debt 439,551,010 465,864,465 464,368,152 520,334,932 539,086,218 %of Net Direct General Obligation Bonded Debt to Actual Valuation 2.19% 2.03% 2.09% 2.06% 2.03% 'Source: Records of Accounting Department,Office of the Douglas County Clerk. Population,Net General Bonded Debt and Per Capita Debt Per Capita Net Direct Net Direct General Obligation General Obligation Year Population' Bonded Debt2'3 Bonded Debt 1950 251,117 $ 11,100,500 $ 44.20 1960 301,598 30,697,871 101.78 1970 346,929 71,586,248 206.34 1980 313,911 .73,939,298 235.54 1990 335,795 115,435,013 343.77 2000 390,007 408,103,671 1,046.40 2001 390,153 423,338,935 1,085.06 2002 399,357 417,421,740 1,045.23 2003 404,267 421,869,470 1,043.54 2004 404,274 439,551,010 1,087.26 2005 409,416 465,864,465 1,137.88 2006 419,545 464,368,152 1,106.84 2007 433,715 520,334,932 1,199.72 2008 440,691 539,312,795 1,223.79 'Source: United States Census and Metropolitan Area Planning Agency,City of Omaha. 2Records of the Finance Department,City of Omaha. 31n 1982,the City of Omaha inaugurated a new annexation policy. The current annexation policy is designed to create annual, balanced annexation packages and establish consistency from year to year. Such annexation packages combine areas with relatively high outstanding indebtedness in relation to assessed valuation with other areas that have a more positive financial picture. These balanced packages can then be added to the City without tax increase to cover retirement of the additional debt assumed by the City. Under this approach,Omaha has grown by approximately 126,780 people and 39 square miles as a result of annexations since 1980. 4815-9411-9941.3 B-2 and projections of the Finance Department, City of Omaha as of June 30, 2009. These records and projections have not been reviewed by the City's outside auditors:projections are projections only.Actual results as the result of the Year 2009 year-end audit may differ significantly. Since this June 30, 2009 projection, the City has initiated several expenditure reduction initiatives and increased fees to enhance revenues. See"SOURCES OF CITY REVENUES". 4815-9411-9941.3 996,460 - - - 6,996,460 2034 4,600,000 618,750 5,218,750 - - - 5,218,750 2035 4,890,000 381,500 5,271,500 - - - 5,271,500 2036 5,185,000 129.625 5,314,625 - - - - 5,314,625 TOTALS $128.415.000 $89.022,417 $217.437.417 $13,785.000 $3,917,007 -$485.955 $17.214_,M $234.653.469 1 Less principal and interest on proposed Refunded Bonds 2 Interest estimated at 5.534%per annum 3 Build America Bonds 35%federal interest credit 4815-9411-9941.3 e sources,including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax, NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. **Refunded on March 25,2008 upon the issuance of the corresponding 2008 Redevelopment and 2008 Special Obligation issuances. 4815-9411-9941.3 B-3 t to the General Fund Budget for the second year following the year in which the excess has arisen. 4815-9411-9941.3 Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' • OVERLAPPING DEBT Listed below are the political subdivisions which have the power to levy taxes and the amount of net bonded indebtedness of each, as reported to the State of Nebraska Auditor of Public Accounts on January 2, 2009, applicable to the taxable property within the City of Omaha: %Applicable to $Amount Bonds Outstanding City of Omaha Applicable Douglas County' $ 80,045,000 75.30% $ 63,273,885 Omaha-Douglas Public Building Commission 26,820,000 75.30 20,195,460 School District of Omaha3 241,561,949 85.24 205,707,405 School District of Ralston3 27,855,000 71.89 20,024,959 School District of Millard3 157,785,000 62.76 99,073,201 School District of Elkhorn3 120,190,000 53.05 63,760,795 School District No.66 of Douglas County3 17,960,000 100.00 17,960,000 Total $672,216,949 $487,195,706 Douglas County, under various lease purchase agreements, is obligated to provide for annual rental payments. The annual payments on those lease purchase agreements,mostly short-term,are in each case$500,000 or less. 2 Payable from certain property tax revenues and payments to be made to it by the City of Omaha and Douglas County under certain contractual agreements. Actual rental payments by the City for 2008 were$1,358,426. The Act authorizing issuance of bonds by the Omaha-Douglas Public Building Commission(the"Commission")permits the Commission to levy a tax of$.017 per$100 of actual valuation on all the taxable property in Douglas County;the levy for 2007-08 is$.01096 per$100 of actual valuation. However, although the same Act authorizes the City to levy a tax on all the taxable property in the City, except intangible property,of$.017 per$100 of actual valuation in excess of the Charter limitation described under"AUTHORITY TO LEVY TAXES,"if and to the extent necessary to make the City's payments to the Commission,no such levy has ever been made by the City for such purpose. 3 Tax levies for general obligation bond sinking fund purposes are unlimited as to amount. Residents of the City reside in one of the five school districts and pay taxes only to that school district. These numbers represent bonds outstanding as of August 31, 2008. The City's ratio of direct and overlapping debt($944,669,629)to its 2009/2010 property valuation ($27,077,712,200)is 3.489%. LONG-TERM CONTRACTUAL AGREEMENTS The City of Omaha, under certain existing contractual agreements (including lease purchase agreements), is obligated to provide for annual payments which are a charge on the General Fund and the Parking Revenue Fund. From 2009 to 2036, the highest annual payment is $13,055,473 (in 2012), the lowest is $5,218,750(in 2034), and the average annual payment is$9,074,259. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. 4815-9411-9941.3 B-3 estimated at 5.534%per annum 3 Build America Bonds 35%federal interest credit 4815-9411-9941.3 e sources,including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax, NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. **Refunded on March 25,2008 upon the issuance of the corresponding 2008 Redevelopment and 2008 Special Obligation issuances. 4815-9411-9941.3 B-3 t to the General Fund Budget for the second year following the year in which the excess has arisen. 4815-9411-9941.3 Tax Treatment of Bond Premium. The Series 2009A Bonds that have an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding) as of December 31,2008 City of Omaha: Tax Increment Bonds and Notes $ 261,573,649 Special Tax Revenue Bonds 44,000,000 Highway Allocation Revenue Bonds 2,210,000 Convention Center Hotel Revenue Bonds 109,750,000 Special Obligation Bonds 83,825,000 Omaha Public Power District 1,902,403,000 Airport Authority of the City of Omaha 28,564,382 Sanitary Sewerage System Revenue Bonds 52,235,000 Nebraska Department of Environmental Control Sewer Revenue Notes 35,270,961 Metropolitan Utilities District 195,102,930 'Revenue bond indebtedness is not general obligation debt of the City. Principal and interest are paid solely from revenues arising from operations of the respective City facilities or of the Authority or District issuing such revenue bonds. No taxes are levied for payment of either principal or interest. Nor are the Tax Increment Bonds and Notes and Special Tax Revenue Bonds referred to above general obligations of the City. Principal and interest are paid(1)either from that portion of the ad valorem tax on real property in a redevelopment project which is in excess of that portion of the ad valorem tax upon real property in such redevelopment project produced by the levy at the rate fixed each year by or for each public body levying a tax in such redevelopment project on the valuation for assessment of the taxable real property as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. AUTHORITY TO LEVY TAXES Under the City Charter, the tax levy of the City in any year for all purposes shall not exceed the total of(i)$.6125 per $100 of actual taxable value plus (ii)whatever tax levy is necessary to provide for principal and interest payments on the indebtedness of the City, for the administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of judgments and litigation expenses in connection therewith, plus (iii)whatever amount is required to finance certain overtime and holiday pay for members of the police force. In addition, the Omaha-Douglas Public Building Commission Act, pursuant to which the Commission issues bonds empowers the City to levy a tax on all the taxable property in the City, except intangible property, of$.0175 per $100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City's payments to the Commission. Effective July 1, 1998, the tax levy of the City (exclusive of levies for preexisting lease-purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 450/$100 of taxable valuation. See "THE BONDS—Revision of State Property Tax System"herein. The City's tax levy during its current fiscal year ending December 31, 2009 is 24.312 cents per $100, plus 17.581 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 0.894 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 43.387 cents per $100. A detailed summary of the property tax levied on real and personal property in the City appears in the table entitled "Total Property Tax Levies in the City of Omaha" in Appendix B. The City's tax levy for its next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' TOTAL PROPERTY TAX LEVIES IN THE CITY OF OMAHA (Levied on Real and Tangible Personal Property) 2005 2006 2007 2008 2009 2010 City of Omaha Amount per$100 of actual Valuation (Rounded to four decimals) General Fund $.2431 $.2431 $.2431 $.2431 $.2431 $.2611 Debt Service .1759 .1759 .1759 .1759 .1759 .1928 Fund Judgment Fund .0060 .0060 • .0060 .0060 .0060 .0060 Redevelopment .0089 .0089 .0089 .0089 .0089. .0159 Fund Total for $.4339 $.4339 $.4339 $.4339 $.4339 $.4759 City of Omaha 2004-05 2005-06 2006-07 2007-08 2008-09 Amount per$100 of actual Valuation Other Taxing Units M.U.D.-Water Hydrants $.0070 $ -0- $ -0- $ -0- $ -0- 1 Douglas County .2680 .26427 .26144 0.24519 0.24519 • Library-(Unincorporated Areas Only) .0251 .02122 .01855 0.01770 0.01807 School District of Omaha' 1.2545 1.21849 1.19930 1.20059 1.20064 School District No.66 of Douglas County' 1.2930 1.28885 1.30156 1.25282 1.25302 School District of Ralston' 1.3236 1.30261 1.29216 1.26197 1.29738 School District of Millard' 1.2989 1.28995 1.27958 1.20999 1.43084 School District of Elkhorn' 1.2581 1.23776 1.29165 1.30510 1.30499 State Educational Service Units .01502 .01502 .01502 0.015002 0.015002 Omaha-Douglas Public Building Commission .0110 .01096 .01096 0.01096 0.01300 Papio Missouri River Natural Resources District .0406 .03909 .03844 0.03485 0.03375 Metropolitan Technical Community College .0674 .0674 .0674 0.06740 0.06740 Omaha Transit Authority .0505 .04890 .04871 0.04617 0.04613 'Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district. 2Residents residing in school districts other than the School District of Omaha pay$.01642 for years 2008-09,$.01629 for years 2007-08,.$.01642 for years 2006-07 and$.01657 for years 2005-06. 4815-9411-9941.3 B-5 In addition, the Omaha-Douglas Public Building Commission Act, pursuant to which the Commission issues bonds empowers the City to levy a tax on all the taxable property in the City, except intangible property, of$.0175 per $100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City's payments to the Commission. Effective July 1, 1998, the tax levy of the City (exclusive of levies for preexisting lease-purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 450/$100 of taxable valuation. See "THE BONDS—Revision of State Property Tax System"herein. The City's tax levy during its current fiscal year ending December 31, 2009 is 24.312 cents per $100, plus 17.581 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 0.894 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 43.387 cents per $100. A detailed summary of the property tax levied on real and personal property in the City appears in the table entitled "Total Property Tax Levies in the City of Omaha" in Appendix B. The City's tax levy for its next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' MAJOR TAXPAYERS The following are firms located within the City of Omaha with real estate valuations in excess of $25,000,000 as of August 30, 2009. Value of Taxpayer Real Property OAK VIEW MALL LLC $102,718,100 UNITED OF OMAHA LIFE INS 95,101,200 WESTROADS MALL LLC 82,092,800 168T"AND DODGE LP 75,647,800 IRET-MR9 LLC 55,005,100 CLF LANDMARK OMAHA LLC 54,550,200 FIRST DATA RESOURCES INC 53,282,900 COMMERCIAL FEDERAL SAVINGS&LOAN 52,086,500 OPIS REALTY CO ETAL 43,994,900 W 0 W LIFE INS SOC 40,000,000 CREIGHTON ST JOSEPH REGIONAL 39,000,000 CONNECTICUT NATL BANK TR 38,856,300 FIRST NATIONAL BANK OMAHA 36,710,100 WAL-MART REAL ESTATE BUS TR 36,617,800 OMAHA PLAZA INVESTMENTS LLC 36,287,300 CAGR LLC 34,761,700 TARGET CORPORATION 34,244,100 WACHOVIA DEVELOPMENT CORPORATION 34,060,000 COLE MT OMAHA 33,341,600 DOUGLAS BUILDING LLC 31,580,300 LVP OAKVIEW STRIP CENTER LLC 31,183,200 GUARANTEE MUTUAL LIFE 31,132,000 SECURITY NATL PROPERTIES FUND 30,946,000 WEST TELESERVICES CORP 30,006,900 ALEGENT HEALTH 29,706,500 BISHOP CLARKSON MEMORIAL HOSPITAL . 28,762,100 REGENCY LAKESIDE ASSOC LLC 28,750,800 IRET PROPERTIES 28,644,600 FIRST NATL OF NEBR INC 28,216,300 CONNECTIVITY SOLUTIONS MANUFACTURING 28,020,600 CFO2 OMAHA LLC 27,484,300 NEBRASKA FURNITURE MART INC. 27,121,100 LOZIER CORP 26,943,500 WAL-MART REAL ESTATE BUSINESS 26,213,000 L STREET MARKETPLACE LLC 25,677,200 ROE—NORTH PARK II LLC 25,623,300 VANDERBILT LTD 25,606,400 Source: Records of the Tax Control Supervisor,Office of the Douglas County Clerk. 4815-9411-9941.3 B-6 that school district. 2Residents residing in school districts other than the School District of Omaha pay$.01642 for years 2008-09,$.01629 for years 2007-08,.$.01642 for years 2006-07 and$.01657 for years 2005-06. 4815-9411-9941.3 B-5 In addition, the Omaha-Douglas Public Building Commission Act, pursuant to which the Commission issues bonds empowers the City to levy a tax on all the taxable property in the City, except intangible property, of$.0175 per $100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City's payments to the Commission. Effective July 1, 1998, the tax levy of the City (exclusive of levies for preexisting lease-purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 450/$100 of taxable valuation. See "THE BONDS—Revision of State Property Tax System"herein. The City's tax levy during its current fiscal year ending December 31, 2009 is 24.312 cents per $100, plus 17.581 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 0.894 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 43.387 cents per $100. A detailed summary of the property tax levied on real and personal property in the City appears in the table entitled "Total Property Tax Levies in the City of Omaha" in Appendix B. The City's tax levy for its next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' PROPERTY TAX COLLECTIONS Property Taxes Property taxes on tangible property, real and personal, are levied by the City of Omaha, collected by the Douglas County Treasurer and remitted to the City. Real property taxes are levied September 1 of each year and become due December 31. The first half of tax payable becomes delinquent the following April 1 and the second half August 1. Personal property taxes also are levied September 1 of each year, become due the following December 31 and become delinquent in halves on the succeeding April 1 and August 1. . Taxes for Year Shown %of Total Prior Years' Collections Year Ended Amount % Taxes Total to Current December 31 Certified Collected Collected Collected Collections Year Taxes 1998 $68,915,674 $67,373,636 97.8 $1,604,868 $68,978,504 100.09 1999 72,024,257 70,529,609 97.8 1,651,123 72,180,732 100.22 2000 77,109,264 75,432,998 97.8 1,771,124 77,204,122 100.12 2001 76,293,126 74,827,346 98.1 1,529,927 76,357,273 100.08 2002 80,926,571 78,176,656 97.1 1,061,170 79,237,826 97.91 2003 82,464,501 80,538,622 97.7 1,479,940 82,018,562 99.46 2004 85,165,599 83,107,249 98.7 1,623,450 84,730,699 99.49 2005 87,170,521 85,897,631 98.5 2,762,734 88,660,364 101.70 2006 93,260,893 91,592,309 98.2 1,572,719 93,165,028 99.90 2007 96,605,427 96,518,640 99.9 1,623,515 98,142,155 101.59 2008 106,888,144 107,891,216 100.9 2,021,689 109,912,905 102.83 1 Source: Records of Finance Department,City of Omaha. 1 Property Valuations and Property Tax Levies 2005 2006 2007 2008 2009 Actual Valuation $21,495,123,660 $22,265,984,445 $25,302,239,770 $26,509,935,870 $27,077,712,200 Levy (per$100 actual valuation) 43.3870 43.3870 43.3870 43.3870 47.5870 Source:Records and Projections of Finance Department,City of Omaha. 1 City of Omaha taxable property valuations have increased nearly 35%from 2004 to 2009 The property tax base has been enhanced through orderly annexation of developed sanitary and improvement districts contiguous to the City and also by the annexation of the former City of Elkhorn. City Sales and Use Taxes The City's sales tax rate of 1.5%, authorized under the provisions of the Nebraska Revenue Act of 1967, has remained unchanged since July 1, 1978. Net sales tax collections have increased by 4.4% and by 2.4%, respectively, over the past two years. However, sales tax receipts for 2009 have been 4815-9411-9941.3 B-7 contracts and bonded indebtedness approved according to law and secured by a levy on property) is limited by state law to 450/$100 of taxable valuation. See "THE BONDS—Revision of State Property Tax System"herein. The City's tax levy during its current fiscal year ending December 31, 2009 is 24.312 cents per $100, plus 17.581 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 0.894 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 43.387 cents per $100. A detailed summary of the property tax levied on real and personal property in the City appears in the table entitled "Total Property Tax Levies in the City of Omaha" in Appendix B. The City's tax levy for its next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' adversely affected by the economy. Through August 2009, actual City sales tax receipts were down 2.8 compared to the same period in 2008. When compared to budget, the estimated reduction for 2009 revenue attributed to these conditions is $8.0 million. City Business Taxes Receipts for telephone occupation tax are projected at $16,500,000 for 2009. The Omaha Public Power District Occupation Tax rate is 5% of revenues resulting from the sale of electricity within the corporate limits of the City of Omaha. The 2009 projection of$4,117,000 is based upon the assumption that weather conditions will be normal. The Cable Television Franchise Fee rate is 5% of gross receipts generated from the operation of cable television within the City of Omaha. The 2009 revenue estimates are $5,100,000. Vehicle Occupation Tax for 2009 is $8 per rental. The 2008 revenues are projected at $1,800,000. Based on the 5%2% per night occupation tax for hotels/motels, the City estimates that the Hotel/Motel Tax will generate$4,600,000 for the General Fund in 2009. Other Revenues The City receives intergovernmental revenues from a number of sources. Federal and state grants-in-aid and matching funds are received by the City to help fund specific programs and projects. State tax distributions are appropriated by the Nebraska Legislature according to a formula comparing its population to the total population of all incorporated municipalities within the State. The Metropolitan Utilities District pays a payment in lieu of taxes equal to 2% of the annual gross revenue derived from all retail sales of water and gas sold within the City. The Omaha Public Power District makes payments in lieu of taxes at the 1957 in-lieu-of-tax levels as dictated by Section 70-651.01, Reissue Revised Statutes of Nebraska,as amended. Economic Factors and 2009 and 2010 Budgets The following factors were considered in preparing the City's budget for the 2009 fiscal year.: The increase in the City's property tax base provided by real growth which includes annexations was estimated at 3.7% for 2009. Total growth, including revaluations of current property,was estimated at 4.8%. Overall General Fund revenue growth for 2009 was projected at 1.6% due primarily to revenue generated by newly annexed areas. Because of the shortfall in sales tax receipts described under"City Sales and Use Taxes,"the City is in the process of reducing its budget for the 2009 fiscal year by approximately $10.0 million, of which $5.0 million already has been implemented. The reduction of sales tax receipts was a significant factor in the preparation of the City's budget for the 2010 fiscal year. To offset the reduction revenue enhancements and expenditure reductions have been implemented, including a tax levy increase as described under "SOURCES OF CITY REVENUES—Authority to Levy Taxes". See the table, "GENERAL FUND Fiscal Year 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' DEBT MANAGEMENT General Obligation Debt Margin 1II Article V, Section 5.27,Home Rule Charter of the City o.Omaha, 1956,as amended,provides: The total amount of general obligation indebtedness outstanding at any time, which shall include bonds issued but shall not include bonds authorized until they are issued, shall not exceed 3.5 per cent of the actual value of taxable real and personal property in the city. Computation of the general obligation debt margin as defined in the Home Rule Charter, based upon 2007 valuations,reflects the following: Maximum debt limit(3.5%of total assessed valuation) $927,847,755 General obligation bonds outstanding 558,062,463 Less balance in General Obligation Debt (18,976,244) (539,086,219) Service Fund December 31,2008 General obligation debt margin $388,761,536 Revenue bond indebtedness, special obligation bonds, general obligation notes and lease-purchase agreements are not chargeable against the general obligation debt margin. The City of Omaha has no general obligation notes outstanding. Revenue and special obligation bond indebtedness and lease purchase agreement obligations are set forth herein under the captions "OVERLAPPING DEBT" and "LONG-TERM CONTRACTUAL AGREEMENTS—City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding." Debt Payment Record The City of Omaha has never defaulted on its obligations to pay principal of or interest on its indebtedness. General Obligation Bonds Authorized But Unissued Upon the issuance of the Bonds,the City has $35,146,000 of general obligation bonds authorized but unissued. The City anticipates that these bonds will be issued in varying amounts annually through 2012. CASH RESERVE FUND At a special City election held on November 6, 1984, voters of the City approved an amendment to Section 5.03 of the City Charter to provide in subsection(10) for the establishment of a cash reserve fund("Cash Reserve Fund")for the purpose of meeting emergencies arising from: (a) the loss or partial loss of a revenue source; (b) an unanticipated expenditure demand due to a natural disaster, casualty loss or act of God; 4815-9411-9941.3 B-9 es tax receipts described under"City Sales and Use Taxes,"the City is in the process of reducing its budget for the 2009 fiscal year by approximately $10.0 million, of which $5.0 million already has been implemented. The reduction of sales tax receipts was a significant factor in the preparation of the City's budget for the 2010 fiscal year. To offset the reduction revenue enhancements and expenditure reductions have been implemented, including a tax levy increase as described under "SOURCES OF CITY REVENUES—Authority to Levy Taxes". See the table, "GENERAL FUND Fiscal Year 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' (c) expenditure demand for the satisfaction of judgments and litigation expenses when the Judgment Levy Fund balance is inadequate; or (d) conditions wherein serious loss of life, health or property is threatened or has occurred. The 1984 amendment to the City Charter authorized the appropriation at the close of any fiscal year for credit to the Cash Reserve Fund of any amount, or portion thereof,held as General Fund surplus. Income earned on amounts credited to the Cash Reserve Fund is retained in the fund. The maximum size of the Cash Reserve Fund was established at an amount equal to 4%of General Fund appropriations. The ordinance adopted by the City Council to close Fiscal 1984 Accounts provided that the sum of $1,600,000 be transferred from 1984 available budgetary balances as the initial credit to the Cash Reserve Fund to be held as provided in Section 5.03(10) of the City Charter. 2008 interest earnings of $168,683 increased the balance as of December 31,2008 to $5,586,001. EMPLOYEE RELATIONS: RETIREMENT SYSTEMS The City of Omaha negotiates with four major unions: The Civilian Management Professional and Technical Employees Council; The Omaha City Employees, Local No. 251; The Omaha Association of Firefighters, Local No. 385; and The Omaha Police Union, Local No. 1. Current agreements with the four unions expire as follows: The Civilian Management Professional and Technical Employees Council—December 31, 2008; Omaha Association of Firefighters, Local No. 385—December 29, 2008; Omaha City Employees, Local No. 251—December 31, 2008; and Omaha Police Union, Local No. 1— December 30,2008. The negotiating procedure involves meeting with the designated union representatives and discussing economic and noneconomic items regarding contractual agreements. At any time, should an impasse be reached, Nebraska law provides that either party may appeal to the Nebraska Commission of Industrial Relations. Either party may appeal the decision of such Commission to the Nebraska Supreme Court,whose decision is final. CITY OF OMAHA EMPLOYEES' RETIREMENT SYSTEM The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. 4815-9411-9941.3 B-10 ificant factor in the preparation of the City's budget for the 2010 fiscal year. To offset the reduction revenue enhancements and expenditure reductions have been implemented, including a tax levy increase as described under "SOURCES OF CITY REVENUES—Authority to Levy Taxes". See the table, "GENERAL FUND Fiscal Year 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' The historical and negotiated employee and City contributions rates based on an employee's compensation are as follows: Period Employee Rate City Rate 07/01/72-01/31/98 4.00% 5.20% 02/01/98-06/18/01 4.85 6.05 06/19/01-12/23/01 4.98 6.18 12/24/01-12/21/02 5.33 6.53 12/22/02-12/20/03 5.70 6.90 12/21/03-07/29/06 6.825 8.025 07/30/06-12/16/06 7.325 8.525 12/17/06-12/15/07 7.825 9.025 12/16/07-12/27/08 8.325 9.525 Prior service credit is granted for employment with the City before January 1, 1949, and membership service credit is granted for employment thereafter. Compulsory military duty and voluntary military duty in time of war count as service. Early retirement is permitted at age 50 with five years of service, with the accrued benefit reduced 8% per year for retirement prior to age 60. For employees whose age plus service equals or exceeds 80, the 8% per year reduction is eliminated. An employee's monthly pension is equal to 2.25% of average final monthly compensation for each year of service. Following is a cash flow analysis of the System for the last five fiscal years: 2004 2005 2006 2007 2008' Receipts Employee Contributions $ 3,627,681 $3,643,131 $3,532,487 $ 4,262,326 $4,695,162 Employer Contributions 4,449,203 4,500,192 4,145,033 4,975,039 5,374,082 Investment Income 30,056,366 18,008,146 30,714,663 17,158,906 (74,148,690) Security Lending Income 101,171 92,472 126,172 199,220 131,023 Total Receipts $38,234,421 $26,243,941 $38,518,355 $26,595,491 ($63,948,423) Disbursements Retirement Pensions $15,215,239 $17,647,999 $21,159,087 $22,230,727 $23,359,337 Death Benefits 173,400 210,338 75,698 11,524 256,610 Refunds 431,819 320,002 455,998 251,974 327,075 Other Disbursements 1,635,149 1,777,885 1,912,828 2,047,699 1,750,227 Total Disbursements 17,455,607 19,956,224 23,603,611 24,541,924 25,693,249 Excess of Receipts Over Disbursements $20,778,814 $6,287,717 $ 14,914,744 $2,053,567 ($89,641,672) Source:Records of Finance Department,City of Omaha. 4815-9411-9941.3 B-11 on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. 4815-9411-9941.3 B-10 ificant factor in the preparation of the City's budget for the 2010 fiscal year. To offset the reduction revenue enhancements and expenditure reductions have been implemented, including a tax levy increase as described under "SOURCES OF CITY REVENUES—Authority to Levy Taxes". See the table, "GENERAL FUND Fiscal Year 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' The latest actuarial study by the firm of Milliman Consultants and Actuaries was for the period ended January 1, 2008 and included an 8.0% investment rate of return assumption. Summarized below is financial information concerning the System for the last five fiscal years. 2004 2005 2006 2007 2008 System Total Assets' $270,838,150 $277,125,867 $292,040,611 $294,094,178 $204,452,506 Employee Contributions' 3,627,681 3,643,131 3,532,487 4,262,326 4,695,162 Employer Contributions' 4,449,203 4,500,192 4,145,033 4,975,039 5,374,082 Net Pension Obligation2 (5,778,439) (8,100,275) (10,080,703) (13,910,207) (17,626,003) Unfunded Actuarial 57,100,000 74,900,000 69,700,000 74,300,000 183,200,000 Accrued Liability 'System Total Assets,Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2Complete Actuarial Valuations are performed every year, the last being for the period ended January 1, 2008. The net pension asset and unfunded accrued liability figures are taken from reports of Milliman Consultants and Actuaries and annual City audits. The City's annual pension cost and net pension obligation to the Civilian Plan for the fiscal year ended December 31,2008 are as follows: City of Omaha Employees' Retirement System Annual Pension Cost and Net Pension Obligation December 31,2008 Annual required contribution $ 9,212,669 Interest on net pension asset 1,112,817 Adjustment to annual required contribution (1,235,608) Annual pension cost 9,089,878 Contributions made 5,374,082 Increase in net pension obligation 3,715,796 Net pension obligation,beginning of year (13,910,207) Net pension obligation,end of year $(17,626,003) Three-year trend information is as follows: Fiscal Annual Percentage Net year pension of APC pension ending cost(APC) contributed obligation 12/31/2008 $9,089,878 59% $(17,626,003) 12/31/2007 8,794,543 57 (13,910,207) 12/31/2006 ' 6,135,462 67 (10,090,703) 4815-9411-9941.3 B-12 89,641,672) Source:Records of Finance Department,City of Omaha. 4815-9411-9941.3 B-11 on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. 4815-9411-9941.3 B-10 ificant factor in the preparation of the City's budget for the 2010 fiscal year. To offset the reduction revenue enhancements and expenditure reductions have been implemented, including a tax levy increase as described under "SOURCES OF CITY REVENUES—Authority to Levy Taxes". See the table, "GENERAL FUND Fiscal Year 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' POLICE AND FIRE RETIREMENT SYSTEM The City of Omaha Police and Fire Retirement System became effective on July 1, 1961. Certain of its provisions, which are governed by Chapter 22.61 of the Omaha Municipal Code, are summarized herein. Membership in the System is limited to and shall include only probationary and regular uniformed personnel of the Police and Fire Departments. Retirement is optional at age at age 45 with 20 years of service with a lifetime monthly service retirement benefit equal to 53% of average final monthly compensation. With 25 years of service or more, an employee can retire at the minimum age of 45 with a lifetime monthly retirement benefit equal to 75%of average final monthly compensation. Following is a cash flow analysis of the system for the last five fiscal years: 2004 2005 2006 2007 2008 Receipts Employee Contributions $10,712,955 $11,558,030 $13,468,182 $14,996,443 $14,858,953 Employer Contributions 15,387,900 16,434,609 19,020,836 20,699,211 20,373,206 Prior Service Contributions 1,327,600 1,327,600 1,327,600 1,327,000 1,327,000 Investment Income 43,980,340 39,095,219 58,197,853 28,888,051 (148,242,515) Security Lending Income 102,444 85,792 84,760 150,220 448,804 $71,511,239 $68,501,250 $92,099,231 $66,060,925 ($111,234,552) Disbursements Retirement Pensions $30,994,359 $31,973,122 $33,918,970 $39,653,439 $49,426,367 Death Benefits 23,900 66,463 1,000 56,898 13,000 Refunds 195,981 121,520 318,739 235,811 221,824 Other Disbursements 3,679,805 3,365,627 3,574,750 3,799,517 3,103,770 34,894,045 35,526,732 37,813,459 43,745,665 52,764,961 Excess of Receipts $36,617,194 $32.974,518 $54,285,772 $22,315,260 ($163,999,513) Over Disbursements Source:Records of Finance Department,City of Omaha. 4815-9411-9941.3 B-13 ending cost(APC) contributed obligation 12/31/2008 $9,089,878 59% $(17,626,003) 12/31/2007 8,794,543 57 (13,910,207) 12/31/2006 ' 6,135,462 67 (10,090,703) 4815-9411-9941.3 B-12 89,641,672) Source:Records of Finance Department,City of Omaha. 4815-9411-9941.3 B-11 on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. 4815-9411-9941.3 B-10 ificant factor in the preparation of the City's budget for the 2010 fiscal year. To offset the reduction revenue enhancements and expenditure reductions have been implemented, including a tax levy increase as described under "SOURCES OF CITY REVENUES—Authority to Levy Taxes". See the table, "GENERAL FUND Fiscal Year 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' The latest actuarial study by the firm of Milliman Consultants and Actuaries was for the period ended January 1, 2008 and included an 8.0%rate of return investment assumption. Summarized below is financial information concerning the System for the last five years. 2004 2005 2006 2007 2008 System Total Assets' $420,348,491 $453,323,009 $507,608,781 $529,923,390 $365,923,877 Employee Contributions' 10,712,955 11,558,030 13,468,182 14,996,211 14,858,953 Employer Contributions' 16,715,500 17,762,209 20,348,436 22,026,211 21,700,206 Net Pension Obligation (12,500,861) (20,884,106) (31,630,196) (45,494,051) (61,464,670) Unfunded Actuarial Accrued Liability2 $123,600,000 $250,500,000 $293,500,000 351,900,000 581,700,000 'System Total Assets,Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2Complete Actuarial Valuations are performed every year, the last being for the period ended January 1, 2008. The net pension asset and unfunded accrued liability figures are taken from reports of Milliman Consultants and Actuaries and annual City audits. During 1977, on the basis of an actuarial balance sheet prepared as of January 1, 1977, the District Court of Douglas County, Nebraska made a determination relative to the unfunded liability for past service credits and the method of funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the past service costs. Commencing in 1979, the City contributes to the Police and Firemen's Retirement System the sum of$1,327,600 per year for 50 years to provide for the amortization of the prior service cost. The City's annual pension cost and net pension obligation to the Uniform Plan for the year ended December 31,2008 are as follows: Police and Firemen's Retirement System Annual Pension Cost and Net Pension Obligation December 31,2008 Annual required contribution $38,073,021 Interest on net pension obligation 3,639,524 Adjustment to annual required contribution (4,041,720) Annual pension cost 37,670,825 Contributions made 21,700,206 Increase in net pension obligation 15,970,619 Net pension obligation,beginning of year (45,494,051) Net pension obligation,end of year $(61,464,670) 4815-9411-9941.3 B-14 ificant factor in the preparation of the City's budget for the 2010 fiscal year. To offset the reduction revenue enhancements and expenditure reductions have been implemented, including a tax levy increase as described under "SOURCES OF CITY REVENUES—Authority to Levy Taxes". See the table, "GENERAL FUND Fiscal Year 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Three-year trend information is as follows: Fiscal Annual Percentage Net year pension of APC pension ending cost(APC) contributed obligation 12/31/2008 $37,671,425 58% $(61,464,670) 12/31/2007 34,563,066 60 (45,494,051) 12/31/2006 30,917,700 65 (31,630,196) OTHER POST EMPLOYMENT BENEFITS Implementation of GASB Statements The Government Accounting Standards Board ("GASB") has issued Statements No. 43 ("GASB 43"), Financial Reporting for Post Employment Benefit Plans Other Than Pension Plans ("OPEBs"), and No. 45 ("GASB 45"), Accounting and Financial Reporting by Employers for Post Employment Benefits Other Than Pensions. GASB 43 was implemented by the City for fiscal year ending December 31, 2006 and GASB 45 was implemented by the City for fiscal year ending December 31,2007. GASB 45 requires the accounting for the annual cost of OPEB and the related outstanding liability using an actuarial approach similar to pensions. The City implemented prospectively (zero net obligation at transition). Plan Description The City provides certain postemployment health care benefits to eligible retirees and their dependents in accordance with provisions established in Chapter 23 of the Omaha Municipal Code. The plan is a single-employer defined benefit health care plan administered by the City. The plan does not issue separate financial statements. Funding Policy The contribution requirements of plan members and the City are established through labor negotiations, with the Omaha Police Union Local No. 101 (the "Police Union"), the Professional Firefighters Association of Omaha Local No. 385 (the "Firefighters Union"), the Omaha City Employees Local No. 251, and other classified civilian and sworn employees. All agreements are approved and can be amended by the Omaha City Council. Contributions are made to the plan based on a pay-as-you-go basis and the City self-insures this benefit. For the year ended December 31, 2008, the City paid $15,479,325 for 1,201 retirees. Retiree contribution rates vary from 0% to 5% of an annual estimated premium depending on the bargaining group date of retirement. Retiree contributions for 2008 were $400,564. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2008 are as follows(unaudited): 4815-9411-9941.3 B-15 r 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Percentage of Annual OPEB annual OPEB Net OPEB cost contributed Fiscal year ended: December 31, 2008 $37,600,000 40.7% $38,012,952 The following tables(unaudited) show(1)the components of the City's annual OPEB cost for the year,the amount actually contributed to the plan, and changes in the City's net OPEB obligation and(2)the funded status of the plan: (1) Annual required contribution $37,600,000 Contributions made 15,479,325 Increase in OPEB obligation 22,120,675 Net OPEB obligation—beginning of year 15,892,277 Net OPEB obligation—end of year $38,012,952 (2) The funded status of the plan as of March 1, 2006 is as follows: Actuarial accrued liability(AAL) $388,500,000 Actuarial value of plan assets — Unfunded actuarial accrued liability(UAAL) $388,500,000 Funded ratio —% Covered payroll $ 155,900,000 UAAL as a percentage of covered payroll 249% Source:Finance Department,City of Omaha. Actuarial Methods and Assumptions Actuarial valuations on an ongoing plan involve estimates of the value-reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the health care cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The following Schedule of Funding Progress presents multiyear trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. 4815-9411-9941.3 B-16 ibutions are made to the plan based on a pay-as-you-go basis and the City self-insures this benefit. For the year ended December 31, 2008, the City paid $15,479,325 for 1,201 retirees. Retiree contribution rates vary from 0% to 5% of an annual estimated premium depending on the bargaining group date of retirement. Retiree contributions for 2008 were $400,564. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2008 are as follows(unaudited): 4815-9411-9941.3 B-15 r 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' CITY OF OMAHA,NEBRASKA Schedule of Funding Progress(unaudited) Year ended December 31,2008 Post-Retirement Obligations Schedule of Funding Progress and Trend Information (Dollar amounts in millions) UAL as a Actuarial Unfunded percentage Actuarial value of Actuarial AL Funded Covered of covered valuation date assets liability(AL) (UAL) ratio payroll payroll (a) (b) (b-a) (a/b) (c) ((b-a)/(c) March 1,2006 $ - $307,500,000 $307,500,000 % $153,600,000 200% March 1,2008 $ - 388,500,000 388,500,000 % 155,900,000 249% Schedule of Employer Contributions Annual Total Percentage of required employer ARC contribution contribution contribution Fiscal year ending (a) (b) (b/c) December 31, 2007 $28,600,000 $12,707,723 44.4% December 31, 2008 37,600,000 15,892,277 40.7% Source:Finance Department,City of Omaha. Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the plan members) and include benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan member to that point. The actuarial methods used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. In the March 1, 2008 actuarial valuation, the unit credit actuarial cost method was used. The actuarial assumptions included a 4% projected investment rate of return and an annual health care cost trend of 7.88% initially, reduced by decrements to an ultimate rate of 5% after five years. Both rates include a 3.25% inflation assumption. The amortization of the unfunded actuarial accrued liability is calculated assuming 29 annual payments increasing at 4% per year. The actuarial study was prepared by Milliman Consultants and Actuaries for the period ending March 1,2008. 4815-9411-9941.3 B-17 $400,564. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2008 are as follows(unaudited): 4815-9411-9941.3 B-15 r 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION PART TWO Independent Auditors'Report and General Purpose Financial Statements 4815-9411-9941.3 rt and General Purpose Financial Statements 4815-9411-9941.3 n S fp toi O . . CDcr. a a'O �l F. vi v) A� vi - • a'C C/1 C O R° 7 N O Or O AT �p.� kC ¢ p .ate O v O , ,--... - • ,, "12 , , 1 4 A .•1;t: ' 11:.fi' "4•'''''' 11.•. - • ' , .. X . . • 44 ' AV NI/ .., *.i. . \ . ‘, •1/4 • a, 3/99 Revised 03/99 [This page left blank intentionally.] 4815-9411-9941.3 PART TWO Independent Auditors'Report and General Purpose Financial Statements 4815-9411-9941.3 rt and General Purpose Financial Statements 4815-9411-9941.3 n S fp toi O . . CDcr. a a'O �l F. vi v) A� vi - • a'C C/1 C O R° 7 N O Or O AT �p.� kC ¢ p .ate O v O , ,--... - • ,, "12 , , 1 4 A .•1;t: ' 11:.fi' "4•'''''' 11.•. - • ' , .. X . . • 44 ' AV NI/ .., *.i. . \ . ‘, •1/4 • a, 3/99 Revised 03/99 APPENDIX C FORM OF CONTINUING DISCLOSURE LETTER AGREEMENT November_, 2009 First National Bank of Omaha, as Trustee for the Bonds 16th and Dodge Streets Omaha,NE 68102 $ $ City of Omaha Public Facilities Corporation City of Omaha Public Facilities Corporation Lease Revenue Bonds Lease Revenue Refunding Bonds (Omaha Library Projects) (Omaha Parking Facilities Projects) Taxable Series 2009A Taxable Series 2009B Build America Bonds—Direct Payment Ladies and Gentlemen: (a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska (the "City") and First National Bank of Omaha, as Trustee ("Trustee") under the Indenture of Trust dated as of November 1, 2009 (the "Indenture"), for the benefit of the holders and beneficial owners of the above-captioned bonds (the "Bonds") to facilitate compliance with Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). This Letter Agreement is being executed and delivered to assist D.A. Davidson & Co., the underwriter (the "Underwriter"), as the Participating Underwriter under the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph(b)hereof. (b) The following are the definitions of the capitalized terms used herein and not otherwise defined in the Indenture: "Annual Financial Information"means the financial information or operating data with respect to the City, provided at least annually, of the type included in Appendix B of the Official Statement. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board ("GASB"). Such financial statements may, but are not required to, be Audited Financial Statements. "Audited Financial Statements" means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. 4815-9411-9941.3 ount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2008 are as follows(unaudited): 4815-9411-9941.3 B-15 r 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' "Material Event" means any of the following events, if material, with respect to the Bonds: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) Modifications to rights of Bondholders; (viii) Bond calls (other than mandatory sinking fund redemptions); (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the Bonds; and (xi) Rating changes. "Material Event Notice"means electronic notice of a Material Event. "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 12. Reference is made to Commission Release No. 34 59062, December 8, 2008 (the "Release") relating to the MSRB's Electronic Municipal Market Access ("EMMA") system for municipal securities disclosure which became effective on July 1, 2009. To the extent applicable to this Section 12, the City shall comply with the Release and with EMMA. (c) The City undertakes to provide the following information as provided in this Letter Agreement: (1) Annual Financial Information; (2) Audited Financial Statements, if any; and (3) Material Event Notices. 4815-9411-9941.3 C-2 l Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board ("GASB"). Such financial statements may, but are not required to, be Audited Financial Statements. "Audited Financial Statements" means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. 4815-9411-9941.3 ount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2008 are as follows(unaudited): 4815-9411-9941.3 B-15 r 2009 Budget and 2010 Budget"in Appendix B. At the end of 2008, the unreserved fund balance in the General Fund was $28.9 million. The City appropriated $3.9 million of this amount for spending in the 2009 fiscal year budget and $1.9 million for spending in the 2010 fiscal year budget. These amounts represent the 2007 and 2008 Budget Balance Carried Forward. The City Charter requires that the General Fund Budget Balance, as of the close of any particular fiscal year, shall be applied as General Fund revenue in the budget for the fiscal year two years subsequent to that fiscal year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' (d)(1) The City shall while any Bonds are Outstanding provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City (the "Submission Date"), to the Trustee, who shall provide such Annual Financial Information to the MSRB in an electronic format accompanied by identifying information as prescribed by the MSRB, on or before the date which is five days after the Submission Date (the "Report Date") while any Bonds are Outstanding or, if not received by the Trustee by the second Business Day prior to the Report Date, then within five Business Days of its receipt by the Trustee. The City shall include with each submission of Annual Financial Information to the Trustee a written representation addressed to the Trustee to the effect that the Annual Financial Information is the Annual Financial Information required hereby and that it complies with the applicable requirements hereof. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to the Trustee and to the MSRB. It shall be sufficient if the City provides to the Trustee and the Trustee provides to the MSRB, any or all of the Annual Financial Information by specific reference to documents previously provided to the MSRB or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. (2) If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements to the Trustee when and if available while any Bonds are Outstanding and the Trustee shall then promptly provide the MSRB with such Audited Financial Statements. (3) (i) If a Material Event occurs while any Bonds are Outstanding, the City shall provide written or electronic notice of a Material Event in a timely manner to the Trustee. The Trustee shall promptly prepare a Material Event Notice, which shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds, and shall promptly provide the Material Event Notice to the MSRB. (ii) The Trustee shall promptly advise the City whenever, in the course of performing its duties as Trustee hereunder or under the Indenture, the Trustee identifies an occurrence which, if material, would require the City to provide a Material Event Notice pursuant to subparagraph(d)(3)(i), provided that the failure of the Trustee to so advise the City shall not cause a breach by the Trustee of any of their respective duties and responsibilities hereunder. (4) The Trustee shall, without further direction or instruction from the City, provide in a timely manner to the MSRB, notice of any failure by the City while any Bonds are Outstanding to provide to the Trustee Annual Financial Information on or before the Report Date (whether caused by failure of the City to provide such information to the Trustee by the Submission Date or for any other reason). For the purposes of determining whether information received from the City is Annual Financial Information, the Trustee shall be entitled to rely conclusively on the City's written representation made pursuant to paragraph(d)(1)hereof. (5) If the City provides to the Trustee information relating to the City or the Bonds, which information is not designated as a Material Event Notice, and directs the 4815-9411-9941.3 C-3 al year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' Trustee to provide such information to information repositories, the Trustee shall provide. such information in a timely manner to the MSRB. (6) Any filing under this Letter Agreement may be made solely by transmitting such filing to or report to the MSRB in an electronic format accompanied by identifying information as prescribed by the MSRB. (e) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no longer are Outstanding. This Letter Agreement, or any provision hereof, shall be null and void in the event that the City delivers to the Trustee an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Letter Agreement, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds,provided that the Trustee shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to the MSRB. (f) This Letter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule and that such amendment complies with this paragraph(f), provided that the Trustee shall have provided notice of such delivery and of the amendment to the MSRB. Any such amendment shall satisfy the following conditions: (1) The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture or the Agreement (as defined by the Indenture), and the rights and remedies provided by the Indenture upon the occurrence of an "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order,to cause the City to comply with its obligations hereunder. 4815-9411-9941.3 C-4 a Material Event Notice, and directs the 4815-9411-9941.3 C-3 al year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' (h) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses • matters of federal securities laws, including the Rule, this Letter Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. (i) Article X of the Indenture is hereby made applicable to this Letter Agreement as if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee shall have only such duties as are specifically set forth in this Letter Agreement, and the City agrees, subject to the availability of appropriations of funds to it therefor and other moneys legally available for the purpose, to indemnify and hold harmless the Trustee from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee may incur (or which may be claimed against the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder, but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the issuer of the Bonds and the holders from time to time of the Bonds and shall create no rights in any other person or entity. 4815-9411-9941.3 C-5 his Letter Agreement and by the City with the Rule and that such amendment complies with this paragraph(f), provided that the Trustee shall have provided notice of such delivery and of the amendment to the MSRB. Any such amendment shall satisfy the following conditions: (1) The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture or the Agreement (as defined by the Indenture), and the rights and remedies provided by the Indenture upon the occurrence of an "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order,to cause the City to comply with its obligations hereunder. 4815-9411-9941.3 C-4 a Material Event Notice, and directs the 4815-9411-9941.3 C-3 al year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' • (k) This Letter Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Very truly yours, [SEAL] CITY OF OMAHA,NEBRASKA ATTEST: By Mayor City Clerk APPROVED AS TO FORM: City Attorney Acknowledged and Accepted as of the date first above written: FIRST NATIONAL BANK OF OMAHA, as Trustee By Authorized Officer 4815-9411-9941.3 C-6 , , 1 4 A .•1;t: ' 11:.fi' "4•'''''' 11.•. - • ' , .. X . . • 44 ' AV NI/ .., *.i. . \ . ‘, •1/4 • a, 3/99 Revised 03/99 APPENDIX D FORM OF OPINION OF BOND COUNSEL November , 2009 City of Omaha Public Facilities Corporation City of Omaha Finance Department Suite 1004 1819 Farnam Street Omaha,NE 68183 $ $ CITY OF OMAHA PUBLIC FACILITIES CITY OF OMAHA PUBLIC FACILITIES CORPORATION CORPORATION LEASE REVENUE BONDS LEASE REVENUE REFUNDING BONDS (Omaha Library Projects) (Omaha Parking Facilities Projects) Taxable Series 2009A Taxable Series 2009B Build America Bonds =Direct Payment Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by City of Omaha Public Facilities Corporation, a nonprofit corporation organized under the laws of the State of Nebraska (the "Corporation"), of its $ aggregate principal amount of Lease Revenue Bonds (Omaha Library Projects) Taxable Series 2009A Build America Bonds — Direct Payment (the "Series 2009A Bonds") and $ aggregate principal amount of Lease Revenue Refunding Bonds (Omaha Parking Facilities Projects) Taxable Series 2009B (the "Series 2009B Bonds" and together with the Series 2009A Bonds, the "Bonds"), on behalf of the City of Omaha, Nebraska (the "City"). The Bonds are issued as fully registered bonds without coupons, are dated the date of delivery thereof, bear interest semiannually on June 1 and December 1 of each year, commencing June 1, 2010, at the rates per annum set forth below and mature on December 1 and June 1 of the years and in the principal amounts set forth below: Series 2009A Maturity (December 1) Amount Interest Rate 4815-9411-9941.3 . Any such amendment shall satisfy the following conditions: (1) The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture or the Agreement (as defined by the Indenture), and the rights and remedies provided by the Indenture upon the occurrence of an "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order,to cause the City to comply with its obligations hereunder. 4815-9411-9941.3 C-4 a Material Event Notice, and directs the 4815-9411-9941.3 C-3 al year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' • Series 2009B Maturity ' (June 1) Amount Interest Rate The Series 2009A Bonds maturing after December 1, 2019 are subject to redemption at the option of the Corporation in whole or in part at any time on or after December 1, 2019. The Series 2009A Bonds maturing on December 1, 20_ are subject to mandatory sinking fund redemption. The Bonds are subject to extraordinary optional redemption in whole or in part at any time. The Bonds have been issued under and pursuant to the Constitution and laws of the State of Nebraska and in accordance with (i)the provisions of a resolution (the "Resolution") adopted by the Board of Directors of the Corporation that authorized the issuance of the Bonds and the execution and delivery of the Lease-Purchase Agreement dated as of November 1, 2009 (the "Agreement") by and between the Corporation and the City, the Indenture of Trust dated as of November 1, 2009 (the "Indenture") by and between the Corporation and First National Bank of Omaha, as trustee (the "Trustee"), the Ground Lease Agreement dated as of November 1, 2009 (the "Lease") between the Corporation and the City and the Bond Purchase Agreement dated November_, 2009 between the Corporation and D.A. Davidson& Co., as underwriter (the "Underwriter"); and (ii)the provisions of Ordinance No. (the "Ordinance") passed by the City Council of the City on November , 2009, which Ordinance authorized the execution and delivery of the Agreement, the Lease and the Letter Agreement dated as of the even date herewith (the "Letter Agreement") between the City and the Trustee and approved the Indenture and the terms of and the issuance of the Bonds. The Bonds have been issued to provide the funds to pay all or a portion of the cost of(i) acquiring, constructing, furnishing and equipping certain public library facilities for the City, (ii) refunding certain outstanding indebtedness of the Omaha Parking Facilities Corporation incurred for the purposes of acquiring, constructing, furnishing and equipping certain public parking facilities for the City; and (iii)related costs of issuance (the "Project"). The Project sites for the public library facilities and parking facilities are leased or subleased by the City to the Corporation pursuant to the Lease. Under the Agreement, the City will be granted possession of the Project and the right to acquire all of the Corporation's interest in and to the Project. The Corporation has covenanted in the Indenture to comply with all necessary provisions of the Internal Revenue Code of 1986, as amended (the "Code"), to assure that the Series 2009A 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. In connection with the issuance of the Bonds, we have examined the following: (a) the Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; 4815-9411-9941.2 D-2 4815-9411-9941.3 "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order,to cause the City to comply with its obligations hereunder. 4815-9411-9941.3 C-4 a Material Event Notice, and directs the 4815-9411-9941.3 C-3 al year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' (c) the Ordinance; (d) an executed counterpart of the Agreement; (e) an executed counterpart of the Indenture; (f) an executed counterpart of the Lease; (g) an executed counterpart of the Letter Agreement; (h) the form of Bond for each series; and (i) such other proceedings, opinions, records, documents, Code provisions and statutes as we deemed necessary and appropriate in rendering this opinion. In connection with the issuance of the Bonds, we are of the opinion that: (1) The Corporation is a nonprofit corporation validly created and existing in the State of Nebraska. (2) The Corporation has the power to issue the Bonds for the purpose and in the manner and to apply the proceeds of the sale of the Bonds as set forth in the Indenture. (3) The Agreement has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the City, represents a valid and binding agreement of the Corporation and the City, enforceable in accordance with its terms. (4) The Indenture has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the Trustee, represents the valid and binding agreement of the Corporation and the Trustee, enforceable in accordance with its terms. (5) The Lease has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the City, represents the valid and binding agreement of the Corporation and the City, enforceable in accordance with its terms. (6) The Bonds are in proper form and have been executed by proper officers of the Corporation. The Bonds constitute valid and legally binding obligations of the Corporation payable, as to principal and interest, solely and only from the Rental Payments (as that term is defined in the Agreement) from the City's use of the Project. (7) The Rental Payments payable by the City under the terms of the Agreement are general obligations of the City and are payable from the City's General Fund each year of the term of the Agreement on the same basis as operating expenses and other contractual obligations of the City. Rental Payments are payable out of the funds of 4815-9411-9941.2 D-3 4815-9411-9941.3 n the Indenture to comply with all necessary provisions of the Internal Revenue Code of 1986, as amended (the "Code"), to assure that the Series 2009A 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. In connection with the issuance of the Bonds, we have examined the following: (a) the Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; 4815-9411-9941.2 D-2 4815-9411-9941.3 "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order,to cause the City to comply with its obligations hereunder. 4815-9411-9941.3 C-4 a Material Event Notice, and directs the 4815-9411-9941.3 C-3 al year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' the City which may be raised, among other sources, by taxes levied by valuation on all the taxable property within the boundaries of the City and by sales taxes, subject to applicable taxing limitations. (8) The Agreement represents an unconditional obligation of the City and is not subject to annual renewal. (9) The obligations of the parties and the enforceability of the provisions contained in the Agreement, the Indenture and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. It is further our opinion that the Bonds will be characterized as indebtedness of the Corporation for federal income tax purposes. Assuming compliance by the Corporation and by the City of Omaha with certain covenants, existing laws, regulations, rulings and judicial decisions,the Series 2009A 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 or the Corporation to comply with such requirements could result in the Series 2009A Bonds failing to be "build America bonds" under Section 54AA(d) or "qualified bonds" under Section 54AA(g) retroactively to the date of issuance of the Series 2009A Bonds. Interest on the Series 2009A Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Code. Purchasers of the Series 2009A Bonds should consult their own tax advisors as to the tax consequences of purchasing or owning the Series 2009A 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. It is further our opinion that, under the existing laws of the State of Nebraska, the interest on the 2009A Bonds is included in Nebraska state income taxation so long as it is included for purposes of the federal income tax. We express no opinion regarding the exclusion of interest on the 2009B Bonds from federal or State of Nebraska income taxation. We express no opinion as to the title to, or the sufficiency in, the Agreement, the Indenture, the Lease or otherwise of the description of the Project or the priority of any liens, charges or encumbrances of the Project. Very truly yours, 4815-9411-9941.2 D-4 4815-9411-9941.3 In connection with the issuance of the Bonds, we have examined the following: (a) the Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; 4815-9411-9941.2 D-2 4815-9411-9941.3 "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order,to cause the City to comply with its obligations hereunder. 4815-9411-9941.3 C-4 a Material Event Notice, and directs the 4815-9411-9941.3 C-3 al year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . I . roe arra mow......ro anromeo..v.moreon 00 H N O � N N N N d' N — M N h H E .r h V) t�O•l^ )O N do 0000 0 N 00 N C h h d• M O — v) "Cr — N O r- 00 •d M — — h :—' — L — V) v) V) N N v) kr, v)- v) v) E.14� [yI 0 — alp., al N V1 cn 0 M M d — _ _ _ _ _ — N 0 ' — 0 O _ .Nr M — — — h - — O N N N N N N N N O N U v) O — N N N N N N N N N N M M M !/� Z 00 N N N N N N N N O N N N N N N N N N N N O N N O N d- A N N N N N N N N N N N N N N N N N N N N N N N N '•••• . ,•. z••••••;-•••- , 4,,,,.3.4-4....•'—v'. 4 1 1 WA.-.1MZN:Ir0-4 % : ...,, '4,'.;-i.•',400" • ,"'"1,- Vr,, ' [To be signed and delivered at Closing by Kutak Rock LLP] 4815-9411-9941.2 D-5 4815-9411-9941.3 - iginal and all of which shall constitute but one and the same instrument. Very truly yours, [SEAL] CITY OF OMAHA,NEBRASKA ATTEST: By Mayor City Clerk APPROVED AS TO FORM: City Attorney Acknowledged and Accepted as of the date first above written: FIRST NATIONAL BANK OF OMAHA, as Trustee By Authorized Officer 4815-9411-9941.3 C-6 , , 1 4 A .•1;t: ' 11:.fi' "4•'''''' 11.•. - • ' , .. X . . • 44 ' AV NI/ .., *.i. . \ . ‘, •1/4 • a, 3/99 Revised 03/99 C-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebraska RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, the City Council of the City of Omaha, Nebraska is considering for passage an ordinance approving the terms and conditions of approximately $2,175,000 City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library Projects) Taxable Series 2009A Build America Bonds—Direct Payment and approximately $11,605,000 City of Omaha Public Facilities Corporation Lease Revenue Refunding Bonds (Omaha Parking Facilities Projects) Taxable Series 2009B, (collectively,the "Bonds"), the proceeds of which will be used to finance the lease-purchase by the City of Omaha of certain public equipment, buildings and facilities and to refund and redeem certain outstanding indebtedness of the City of Omaha Parking Facilities Corporation. WHEREAS, to enable prospective underwriters of the Bonds to comply with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, it is necessary for the City of Omaha to provide said prospective underwriters with an official statement which (except for certain omissions permitted by said Rule 15c2-12) the City deems final as of its date; and, WHEREAS, the Finance Department of the City of Omaha and the prospective underwriters have prepared the Preliminary Official Statement (attached hereto as Exhibit A) pertaining to the issuance and sale of said Bonds. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT the Preliminary Official Statement pertaining to the issuance and sale of the Bonds in Exhibit A attached hereto and by this reference made a part hereof as fully as if set forth herein is hereby approved in substantially the form attached hereto, and is hereby deemed final as of its date, within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (except for certain omissions permitted by said Rule 15c2-12), and the distribution of the Preliminary Official Statement by the prospective underwriters of the Bonds is hereby approved. STO O CITY A ORN By �. Councilmember Adopted NOV- " 3 2009 -6-p C ty Clerk///51/1 Approved... .. ....to4C-44 —• Mayor ncome tax. We express no opinion regarding the exclusion of interest on the 2009B Bonds from federal or State of Nebraska income taxation. We express no opinion as to the title to, or the sufficiency in, the Agreement, the Indenture, the Lease or otherwise of the description of the Project or the priority of any liens, charges or encumbrances of the Project. Very truly yours, 4815-9411-9941.2 D-4 4815-9411-9941.3 In connection with the issuance of the Bonds, we have examined the following: (a) the Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; 4815-9411-9941.2 D-2 4815-9411-9941.3 "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order,to cause the City to comply with its obligations hereunder. 4815-9411-9941.3 C-4 a Material Event Notice, and directs the 4815-9411-9941.3 C-3 al year. 4815-9411-9941.3 . B-8 next fiscal year ending December 31, 2010 is 26.112 cents per $100, plus 19.281 cents per $100 for payment of the City's general obligation indebtedness, plus 0.600 cents per $100 for satisfaction of judgments and 1.594 cents per $100 for payment on the City's Special Redevelopment Levy, for a total levy of 47.587 cents per $100. 4815-9411-9941.3 B-4 ave an original yield below their interest rate, as shown on the inside cover, are being sold at a premium (collectively, the "Premium Obligations"). An amount equal to the excess of the issue price of a Premium Obligation over its stated redemption price at maturity constitutes premium on such Premium Obligation. An initial purchaser of such Premium Obligation must amortize any premium over such Premium Obligation's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium 4815-9411-9941.3 20 4815-9411-9941.3 17 approval G s o of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain legal matters will be passed upon '- for the City of Omaha by the City Law Department. Certain matters will be passed upon for the Underwriter by its counsel, .o N Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about November 19,2009 at DTC against payment therefor. C ti E DAVIDSON D.A.Davidson & Co. w COMPANIES r OJ 0 member SIPC a' C co Dated: November—,2009 rn 4 g 0 c =o.- J N r o *Preliminary;subject to change 3 4815-9411-9941.3 ' 1--.- -LI-* — — —E ----1-----7-------- ----.- -t-F---7----------.------=_. ,1.,_,--.,,,=,- , .1-,,. i - , 0 I 0 I . I . I o I . I - I 0 - i • .-,- i = I .. • I . 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