Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
ORD 38028 - Special tax revenue refunding redevelopment bonds series 2008
;o`1/4e, Finance Department Omaha/Douglas Civic Center .'�►<n" RECEIVE [1119 Famam Street,Suite 1004 . IV.4 r. �r�.57 c, Omaha,Nebraska 68183-1004 °tO raw ti (402)444-5416 1 'rQD fiEBRVr$ 08 F E B 22 I.` I0: 29 Telefax(402)444-5423 Ci of Oaha Carol A.Ebdon ty m Director Mike Fahey,Mayor CITY tC L f,P K Allen R.Herink OMAHA, iErPASK City Comptroller • Honorable President 2,41_ c. 9 and Members of the City Council, 3////6 cf. , This Ordinance authorizes and provides for the issuance and sale of not to exceed Three Million Dollars ($3,000,000) Special Tax Revenue Refunding Redevelopment Bonds, Taxable Series 2008. The purpose is to pay all or part of the cost of the refunding and redemption of the City's $1,830,000 outstanding aggregate principal amount of Special Tax Revenue Redevelopment Bonds, Series 2002B. The proceeds of which were applied to pay a portion of the costs of the removal, relocation, construction and installation of public improvements relating the redevelopment of the Project Two plan area, the Project Four plan area and the Stockyards East Redevelopment Project area. In addition to approval of the bond refinancing this ordinance authorizes the sale of said bonds. by negotiation and the appointing of a Paying Agent and Registrar. Refunding the Special Tax Revenue 2002B Series variable rate bonds with fixed rate bonds allows the City to take advantage of the current low interest rate environment. Changing to fixed rate debt eliminates the need for bond insurance, a liquidity agent and a remarketing agent. Changing to fixed rate debt and eliminating these components greatly reduces any future risks associated with the current debt structure. We urge your favorable consideration of this ordinance. • Respectfully submitted, Referred to the City Council for Consideration: CVS4--tjC 0.1al-Dcil- Zi-2 /-og �y! Carol. A. Ebdon Date Mayor's Office Date ' " Finance Director P:\r1Nv 001\vgl.doc - - J C he County of Do I 1-State of Nebraska. �P-GtiNERI1. ' NOTARY Subscribed in resence and sworn to before li Pu iir's EXPIR ;9 ~ me this 12 th day of Ad Tonal Copies $ :. 0 08 ,p 41...414Y6 20\:'' A"11 OF N Not lic uglas County, St a of Nebraska without prior approval of the Director of the Human Rights and Relations Department, such action shall constitute a material breach of the contract, entitling the City of Omaha to reject the contractor's bid or to terminate the Contract for default. The right to so terminate shall be in addition to,and not in lieu of, any other rights or remedies the City of Omaha may have for other defaults under the Contract, under City of Omaha's Contract Compliance Ordinance or otherwise. Add' ' nally,the Undersiggn�ned/Contractor will be subject to the terms of any future Contract Awards. Signature i O rLL ��2 �. /Title V tit _Date of Signing / /O -' � .,,...;,, -, aFirm or Corporate Name �� ,, Address ( 4•4 / / �� Telephone Number feeSb:; ,)if a? partment at(402)444-5055. *Refer any questions regarding the bid or specifications directly to the Purchasing Department at(402)444-7155 or as shown on bid. (PLEASE PRINT LEGIBLY OR TYPE) Payment Terms: Lb: % •30 Firm edill fe 1d 6 K;, •• l.0 fnrG Incorporated In: y Signature Delivery(or completion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 ef 6 AN ORDINANCE SUPPLEMENTAL TO ORDINANCE NO. 35839 AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF NOT TO EXCEED THREE MILLION DOLLARS ($3,000,000) SPECIAL TAX REVENUE REFUNDING REDEVELOPMENT BONDS, TAXABLE SERIES 2008, OF THE CITY OF OMAHA, NEBRASKA FOR THE PURPOSE OF PAYING ALL OR PART OF THE COST OF REFUNDING AND REDEMPTION OF THE CITY'S $1,830,000 OUTSTANDING AGGREGATE PRINCIPAL AMOUNT SPECIAL TAX REVENUE REDEVELOPMENT BONDS, SERIES 2002B, THE PROCEEDS OF WHICH WERE APPLIED TO PAY COSTS OF THE REMOVAL, RELOCATION, CONSTRUCTION AND INSTALLATION OF PUBLIC IMPROVEMENTS RELATING TO THE REDEVELOPMENT OF THE PROJECT TWO PLAN AREA, THE PROJECT FOUR PLAN AREA AND THE STOCKYARDS EAST REDEVELOPMENT PROJECT AREA; PRESCRIBING THE FORM AND DETAIL OF SAID BONDS; RATIFYING AND CONFIRMING THE CREATION OF A COMMUNITY DEVELOPMENT AGENCY; PROVIDING FOR THE ANNUAL CERTIFICATION OF THE AMOUNT OF COMMUNITY REDEVELOPMENT TAX TO BE LEVIED FOR EACH SUCCEEDING FISCAL YEAR; PLEDGING THE SPECIAL TAX REVENUES TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS AS THE SAME FALL DUE AND TO CARRY OUT ALL OTHER COVENANTS OF THIS ORDINANCE; LIMITING THE PAYMENT OF SAID BONDS SOLELY TO SAID SPECIAL TAX REVENUES; CREATING AND ESTABLISHING FUNDS AND ACCOUNTS; AUTHORIZING THE SALE OF SAID BONDS BY NEGOTIATION; PROVIDING FOR THE REDEMPTION OF THE SERIES 2002B BONDS; PROVIDING FOR CONTINUING DISCLOSURE; MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE FOREGOING; PROVIDING FOR AMENDMENTS OF ORDINANCE NO. 35839; AND APPOINTING A PAYING AGENT AND REGISTRAR. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) The City, pursuant to Ordinance No. 35839, passed on February 5, 2002 (the "Original Ordinance"), and Resolution No. 316, adopted on February 12, 2002, issued its $8,670,000 Special Tax Revenue Redevelopment Bonds, Series 2002A (the "Series 2002A Bonds") and its $1,830,000 Special Tax Revenue Redevelopment Bonds, Series 2002B (the "Series 2002B Bonds") for the purposes and as otherwise as set out and provided by the Original Ordinance. (b) The Original Ordinance provides that the City may, by means of a supplemental ordinance, issue Refunding Bonds for the purpose of refunding any 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance , St a of Nebraska without prior approval of the Director of the Human Rights and Relations Department, such action shall constitute a material breach of the contract, entitling the City of Omaha to reject the contractor's bid or to terminate the Contract for default. The right to so terminate shall be in addition to,and not in lieu of, any other rights or remedies the City of Omaha may have for other defaults under the Contract, under City of Omaha's Contract Compliance Ordinance or otherwise. Add' ' nally,the Undersiggn�ned/Contractor will be subject to the terms of any future Contract Awards. Signature i O rLL ��2 �. /Title V tit _Date of Signing / /O -' � .,,...;,, -, aFirm or Corporate Name �� ,, Address ( 4•4 / / �� Telephone Number feeSb:; ,)if a? partment at(402)444-5055. *Refer any questions regarding the bid or specifications directly to the Purchasing Department at(402)444-7155 or as shown on bid. (PLEASE PRINT LEGIBLY OR TYPE) Payment Terms: Lb: % •30 Firm edill fe 1d 6 K;, •• l.0 fnrG Incorporated In: y Signature Delivery(or completion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 e6 .� PAGE 2 Series 2002A Bonds or Series 2002B Bonds and paying the expenses of issuing the Refunding Bonds and of effecting the refunding, provided that the new aggregate debt service shall not be greater in any Bond Year than had the Refunding Bonds not been issued. (c) The City has determined that its issuance of refunding bonds.to pay the costs of the refunding and redemption of the Series 2002B Bonds, and the refunding and redemption of the Series 2002B Bonds, will result in interest cost savings and savings of related expenses and will mitigate the City's fiscal exposure to municipal bond market dislocations attributable to the downgrade of the Bond Insurer, and that such refunding bonds are"Refunding Bonds"under the Original Ordinance. (d) The City has determined that as required by the ordinances previously adopted by the City in connection with its issuance of the Series 1999 Bonds, the Series 2002A Bonds, the Series 2002B Bonds, the Series 2004 Bonds and the Series 2007 Bonds (each as defined herein) as a condition to the issuance and sale of bonds or other obligations which have, or purport to have, any lien upon the Special Tax Revenues (as defined herein) which is on a parity with or is junior to the Series 1999 Bonds, the Series 2002A Bonds, the Series 2002B Bonds, the Series 2004 Bonds or the Series 2007 Bonds, the Special Tax Revenues available for debt service for the fiscal year ending December 31, 2007 are at least 125% of the maximum annual debt service with respect to the Series 1998 Bonds (as defined herein), the Series 1999 Bonds, the Series 2002A Bonds, the Series 2002B Bonds, the Series 2004 Bonds, the Series 2007 Bonds, the Series 2008 Bonds and all other parity indebtedness to be outstanding immediately after the date of issuance of the Series 2008 Bonds. (e) The City, by authority of Section 18-2101.01, Reissue Revised Statutes of Nebraska, 1997, as amended, previously has created a community development agency consisting of the City's Planning Department for the purpose of exercising all of the power and authority granted to a community development authority in R.R.S. Sections 18-2101 to 18-2154, inclusive (the "Community Development Law"), and, having created an agency, the City is an authority under the Community Development Law, and has the power to issue bonds for its corporate purposes as provided by Section 18-2124 of the Community Development Law. (f) In order to further the City's interests by achieving interest cost and related savings through the refunding and redemption of the Series 2002B Bonds, it is necessary, expedient and in the best interest of the City that the City, in such capacity and in its capacity as an authority under the Act, issue the Bonds for the corporate purposes of the City, and of the City acting in its capacity as an authority, and to secure the payment of such Bonds by the pledge of its Special Tax Revenues and subject to the conditions and limitations as hereinafter provided. • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance O rLL ��2 �. /Title V tit _Date of Signing / /O -' � .,,...;,, -, aFirm or Corporate Name �� ,, Address ( 4•4 / / �� Telephone Number feeSb:; ,)if a? partment at(402)444-5055. *Refer any questions regarding the bid or specifications directly to the Purchasing Department at(402)444-7155 or as shown on bid. (PLEASE PRINT LEGIBLY OR TYPE) Payment Terms: Lb: % •30 Firm edill fe 1d 6 K;, •• l.0 fnrG Incorporated In: y Signature Delivery(or completion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 g o PAGE 3 ARTICLE II DEFINITIONS Unless the context shall clearly indicate some other meaning or may otherwise require, the terms defined in this Article shall, for all purposes of this Supplemental Ordinance and of any ordinance or other instrument amendatory hereof or supplemental hereto and of any certificate, opinion, instrument or other document herein or therein mentioned, have the meanings herein specified, with the following definitions to be equally applicable to both the singular and plural forms of any terms herein defined and vice versa. Reference is made to Article II of the Original Ordinance for the meanings of capitalized terms not otherwise defined in this Supplemental Ordinance. "Act" means Sections 18-2101 to 18-2154, inclusive, Reissue Revised Statutes of Nebraska, 1997, as amended. "Bond" or "Bonds" means any Bond, some of the Bonds or all of the Bonds of the City issued under and pursuant to the authority of this Ordinance, including the Series 2002A Bonds and Series 2002B Bonds issued pursuant to Section 3.1 of the Original Ordinance at any time Outstanding, Refunding Bonds, if any, issued pursuant to Section 3.13 of the Original Ordinance and Section 3.13 hereof at any time Outstanding, and the Series 2008 Bonds issued as Refunding Bonds pursuant to Section 3.13 of the Original Ordinance and Section 3.1 hereof at any time Outstanding. "Bond Funds" means, collectively, the Series 2002A Bond Fund and the Series 2008 Bond Fund. "Bondholder"or"holder of a Bond"means any person who shall be the registered owner, or his duly authorized attorney-in-fact, representative or assign, of any Bond. "Bond Year" means the period from and including February 1 in one year to and including January 31 in the next succeeding year, provided that the first Bond Year means the period from and including the date the Bonds are issued to and including the next succeeding January 31. "Books of Registry" means the books of registry maintained by the Registrar pursuant to Section 3.9 herein. "Charter"means the Home Rule Charter of the City of Omaha, 1956, as amended. "City"means the City of Omaha,Nebraska. "Code" means the Internal Revenue Code of 1986, •as amended, including the United States Treasury Regulations proposed or in effect with respect thereto and applicable to the Bonds or the use of the proceeds thereof. "Council"means the City Council of the City. 4813-0033-6898.4 • OMAHA 08 SPECIAL TAX-Ordinance � I interests by achieving interest cost and related savings through the refunding and redemption of the Series 2002B Bonds, it is necessary, expedient and in the best interest of the City that the City, in such capacity and in its capacity as an authority under the Act, issue the Bonds for the corporate purposes of the City, and of the City acting in its capacity as an authority, and to secure the payment of such Bonds by the pledge of its Special Tax Revenues and subject to the conditions and limitations as hereinafter provided. • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance O rLL ��2 �. /Title V tit _Date of Signing / /O -' � .,,...;,, -, aFirm or Corporate Name �� ,, Address ( 4•4 / / �� Telephone Number feeSb:; ,)if a? partment at(402)444-5055. *Refer any questions regarding the bid or specifications directly to the Purchasing Department at(402)444-7155 or as shown on bid. (PLEASE PRINT LEGIBLY OR TYPE) Payment Terms: Lb: % •30 Firm edill fe 1d 6 K;, •• l.0 fnrG Incorporated In: y Signature Delivery(or completion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 to a er PAGE 4 "Debt Service" means, as of any particular date of computation, with respect to any Bonds and with respect to any period, the aggregate of the amounts to be paid or set aside as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such Bonds. "Finance Director"means the Finance Director of the City. "Fiscal Year" means the 12-month period established by the City or provided by law from time to time as its fiscal year and, as of the date of passage of this Ordinance, is the 12-month period commencing on January 1 of each year and ending on December 31 of such year.. • "Governmental Obligations" means direct obligations of, or obligations the principal of and the interest on which are unconditionally guaranteed by,the United States of America; "Investment Securities" means any of the following which at the time are legal investments under the laws of the State of Nebraska and the Charter of the City, as amended from time to time, for the moneys held hereunder then proposed to be invested therein: (i) direct and general obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed or assumed by, the United States of America; (ii) obligations of the Federal Land Bank, Federal Home Loan Banks, Federal National Mortgage Association,. Federal Intermediate Credit Banks, Federal Banks for Cooperatives, Government National Mortgage Association, International Bank for Reconstruction and Development and Asian Development Bank and direct and general obligations of any agencies of the United States of America not included in the foregoing listing; (iii) direct and general full faith and credit obligations of the State of Nebraska or any political unit in the State of Nebraska, provided that at the time of purchase, such obligations are rated in either of the two highest rating categories (without regard to gradation or numerical modifier) by two nationally recognized bond rating agencies and are legal investments for fiduciaries in Nebraska; (iv) obligations of savings and loan associations and of banks or trust companies to the extent the same are insured by the Federal Deposit Insurance Corporation; (v) shares of open-end, diversified investment companies which invest solely in securities described in clause (i) above; (vi) certificates of deposit of, or guaranteed investment contracts with, any bank, trust company or savings and loan association, if such certificates of deposit or guaranteed investment contracts are collaterally secured by securities of the type described in clauses (i), (ii) and (iii) above held by another bank (including a Federal Reserve 'Bank), trust company or savings and loan association, as escrow agent or custodian, of a market value not less than the amount of the certificates of deposit or guaranteed investment contracts so secured, including interest; and (vii) investment agreements with, or which are guaranteed by, a financial institution which has an unsecured, uninsured and unguaranteed obligation rated, at the time such agreement is entered into, in one of the two highest rating categories by Moody's Investors Service, Inc. or Standard& Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation meeting such rating requirements, or is an insurance company_ or insurance holding company the claims paying ability of which meets such rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pletion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 fl0 r PAGE 5 February 1 and August 1 interest payment dates, (b)moneys invested thereunder may be withdrawn without any penalty, premium or charge upon not more than seven days' notice and subject to such limitations as may be expressed by such agreement (provided such notice may be amended or cancelled at any time prior to the withdrawal date), (c)the agreement is not subordinated to'any other obligations of such financial institution, insurance company or bank, (d)the same guaranteed interest rate will be paid on any future deposits permitted to be made under such investment agreement, and (e)the Trustee receives an opinion of counsel that such agreement is an enforceable obligation of such financial institution, insurance company or bank. "Ordinance" means the Original Ordinance, as supplemented by this Supplemental Ordinance, as from time to time amended or supplemented. "Outstanding," when used with reference to the Bonds, means, as of any date, Bonds - theretofore or thereupon issued pursuant to this Ordinance except: (a) any Bonds cancelled by the Registrar or paid on or prior to such date; (b)Bonds in lieu of or in substitution for which other Bonds shall have been or are thereupon being delivered; and (c) Bonds deemed to be no longer Outstanding hereunder as provided in Article IX hereof. "Parity Bonds" means, collectively, the Series 1997A Bonds, the Series 1999 Bonds, the Series 2002A Bonds,the Series 2004 Bonds and the Series 2007 Bonds. "Paying Agent" means First National Bank of Omaha, or any successor paying agent appointed pursuant to Article VIII herein. "Registrar" means First National Bank of Omaha, or any successor registrar appointed pursuant to Article VIII herein. "Series" or"Series of Bonds" or"Bonds of a Series"means all Bonds designated as being of the same series issued and delivered on original issuance in a simultaneous transaction, and any Bonds thereafter• delivered in lieu thereof or in substitution therefor pursuant to this Ordinance. "Series 1998 Bonds" means the $3,115,000 aggregate principal amount City of Omaha, Nebraska Riverfront Redevelopment Project No. 1 Special Tax Revenue Refunding Bonds,. Series 1998. "Series 1999 Bonds" means the $6,195,000 aggregate principal amount City of Omaha, Nebraska Downtown Northeast Redevelopment Project Special Tax Revenue Bonds, Series 1999. "Series 2002 Bonds" means, collectively, the Series 2002A Bonds and the Series 2002B Bonds. "Series 2002A Bond Fund" means the fund of that name created by Section 5.1 of the Original Ordinance. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ) and (iii) above held by another bank (including a Federal Reserve 'Bank), trust company or savings and loan association, as escrow agent or custodian, of a market value not less than the amount of the certificates of deposit or guaranteed investment contracts so secured, including interest; and (vii) investment agreements with, or which are guaranteed by, a financial institution which has an unsecured, uninsured and unguaranteed obligation rated, at the time such agreement is entered into, in one of the two highest rating categories by Moody's Investors Service, Inc. or Standard& Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation meeting such rating requirements, or is an insurance company_ or insurance holding company the claims paying ability of which meets such rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pletion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 e 0 PAGE 6 "Series 2002A Bonds" means the $8,670,000 aggregate principal amount City of Omaha, Nebraska Special Tax Revenue Redevelopment Bonds, Series 2002A, issued pursuant to Section 3.1 of the Original Ordinance. "Series 2002B Bonds" or "Refunded Bonds" means the $1,830,000 aggregate principal amount City of Omaha, Nebraska Special Tax Revenue Redevelopment Bonds, Series 2002B issued pursuant to Section 3.1 of the Original Ordinance and refunded and redeemed as provided in this Supplemental Ordinance. "Series 2004 Bonds" means the'$20,325,000 aggregate principal amount City of Omaha, Nebraska Performing Arts.Complex Douglas Street Heritage Development Project Special Tax Revenue Redevelopment Bonds, Series 2004. "Series 2007 Bonds" means the $5,835,000 aggregate principal amount City of Omaha, Nebraska Special Tax Revenue Redevelopment Bonds, 2007 Series and the Special Tax and Tax Allocation Revenue Redevelopment Bonds, Series 2007A and Taxable Series 2007B. "Series 2008 Bond Fund"means the fund of that name created by Section 5.1 herein. "Series 2008 Pro Rata Share" means that portion of Special Tax Revenues and any other available moneys to be deposited in the Series 2008 Bond Fund in any Bond Year determined by multiplying the amount of Special Tax Revenues and other moneys available in such Bond Year for Debt Service by the fraction derived by dividing the Debt Service due in such Bond Year on the Series 2008 Bonds by the aggregate Debt Service due in such Bond Year on all Outstanding Bonds. "Special Tax Revenues" means the proceeds of the special tax levied for community redevelopment purposes in the amount, not to exceed 2.6 cents on each $100 upon the actual value of all the taxable property in the City, except intangible property, annually certified to the City Council by the City, in its capacity as an authority under the Community Development Law, pursuant to Section 18-2107(11)of the Community Development Law. "State"means the State of Nebraska. "Supplemental Ordinance" means this ordinance, which is supplemental to the Original Ordinance, as from time to time amended or supplemented. Unless the context shall clearly indicate otherwise or may otherwise require, in this Supplemental Ordinance words importing persons include firms, partnerships, associations, corporations (public and private), public bodies and natural persons, and also include executors, administrators,trustees, receivers or other representatives. Unless the context shall clearly indicate otherwise or may otherwise require, in this Supplemental Ordinance (not including in such term wherever used in this paragraph any ordinance supplemental hereto): (i) references to "this Ordinance" are to the Original Ordinance, as supplemented by this Supplemental Ordinance; (ii)references to Articles, Sections and other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance financial institution which has an unsecured, uninsured and unguaranteed obligation rated, at the time such agreement is entered into, in one of the two highest rating categories by Moody's Investors Service, Inc. or Standard& Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation meeting such rating requirements, or is an insurance company_ or insurance holding company the claims paying ability of which meets such rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pletion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 r 2 PAGE 7 Articles, Sections and subdivisions of this Supplemental Ordinance as such Articles, Sections and subdivisions may be amended from time to time; (iii)the terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms refer to this Supplemental Ordinance and to this Supplemental Ordinance as a whole and not to any particular section or subdivision hereof; and (iv) the term "heretofore" means before the time of effectiveness of this Supplemental Ordinance, the word "now" means at the time of effectiveness of this Ordinance, and the word "hereafter"means after the time of effectiveness of this Supplemental Ordinance. • ARTICLE III AUTHORIZATION AND ISSUANCE OF BONDS; GENERAL TERMS AND PROVISIONS Section 3.1. Authorization and Purpose of Bonds. Under the authority of, and in full compliance with, the Constitution and laws of the State of Nebraska, including the Act and the Charter, there be and there is hereby ordered issued, for the corporate purposes of the City, and of the City as an authority under the Community Development Law, in the financing and refinancing of the Redevelopment Project and for other purposes related thereto as hereinafter provided, a single issue of Refunding Bonds of the City to be known as "City of Omaha, Nebraska Special Tax Revenue Refunding Redevelopment Bonds, Taxable Series 2008," in the aggregate principal amount, not to exceed $3,000,000, to be fixed by resolution of the Council at the time of the sale of the Series 2008 Bonds. The Series 2008 Bonds shall be in fully registered form without coupons, shall be dated as of April 1, 2008, or such other date as shall be fixed by resolution of the Council, shall be of the denomination of $5,000 each or any integral multiple thereof, shall be numbered from 1 upwards in order of maturity or shall be numbered in any other manner as the Finance Director of the City shall determine, shall bear interest from their date and shall be payable August 1, 2008 and semiannually thereafter on February 1 and August 1 of each year until their payment at such rate or rates of interest per annum as shall be fixed by such resolution of the Council at the time of sale of the Bonds and shall mature serially or as term bonds with annual mandatory sinking fund installments or both, in numerical order on February 1 in each of the years and in the principal amounts and sinking fund installments, if any, as shall be fixed by such resolution of the Council. Section 3.2. Nature of Series 2008 Bonds. The Series 2008 Bonds shall be and are special limited obligations of the City, and of the City in its capacity as an authority under the Community Development Law, and are secured solely by an irrevocable pledge of, and are payable solely as to principal, interest and premium, if any, from, Special Tax Revenues and other funds as hereinafter provided without privilege, priority or distinction as to the lien on the Special Tax Revenues or otherwise of any of the Series 2008 Bonds over any of the other Bonds. There are hereby pledged to the punctual payment of the principal of, premium, if any, and interest on the Series 2008 Bonds and to the security thereof in accordance with their terms and the provisions of this Ordinance, subject only to the provisions of this Ordinance restricting or permitting the application thereof for the purposes and on the terms and conditions set forth in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance h rating requirements, or is an insurance company_ or insurance holding company the claims paying ability of which meets such rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pletion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 e b PAGE 8 this Ordinance, (i)the Special Tax Revenues and (ii)the moneys and Investment Securities, if any, deposited in the Series 2008 Bond Fund, and any investment income therefrom. The Series 2008 Bonds shall not in any event be a debt of the City (except in the City's capacity as its authority under the Community Development Law, of the Special Tax Revenues, and other moneys and securities pledged under this Ordinance), the State, nor any of its political - subdivisions and neither the City (except to the extent of the aforesaid pledge), the State nor any of its political subdivisions are liable on them, nor in any event shall the principal of, interest and premium, if any, on the Series 2008 Bonds be payable out of any funds or properties other than those of the City, and of the City acting in its capacity as an authority under the Community Development Law, as in this Ordinance set forth. Neither the full faith and credit nor the taxing power of the City (except to the extent of the aforesaid), the State or any of its political subdivisions is pledged hereby to secure the payment of the Series 2008 Bonds. The Series 2008 Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither any officials of the City nor any persons executing the Series 2008 Bonds shall be liable personally on the' Series 2008 Bonds by reason of their issuance. The Series 2008 Bonds shall be and are equally and ratably secured by an irrevocable pledge of Special Tax Revenues and other funds as provided herein, without priority for number, date of sale, date of execution,date of delivery or otherwise except as expressly provided herein. The validity of the Series 2008 Bonds is not and shall not be dependent upon the performance by any person or persons of their obligations relative to the Redevelopment Project. Nothing in this Ordinance shall preclude: (a)the payment of the Series 2008 Bonds from the proceeds of refunding bonds issued pursuant to law or (b)the payment of the Series 2008 Bonds from any legally available funds, including, without limitation, the proceeds of the sale of any property within the Redevelopment Project Area. Nothing in this Ordinance shall prevent the City from making advances of its own funds, howsoever derived, to any of the uses and purposes mentioned in this Ordinance. Section 3.3. Payment of Bonds;Book-Entry Only Bonds. (a) Principal of and premium, if any, on the Bonds shall be payable upon presentation thereof at the principal office of the Paying Agent in Omaha, Nebraska, or its successor. Payment of interest on the Bonds shall be made by the Paying Agent to the registered owner thereof by check or draft mailed to the registered owner at his address as it appears on the Book of Registry on the record date or at such other address as is furnished`to the Paying Agent in writing.by such registered owner. The fifteenth day of the month preceding the month in which occurs an interest payment date shall be the record date for the payment of interest on such interest payment date. The Bonds,the interest thereon and any premiums upon the redemption thereof prior to maturity shall be payable in coin or currency of the United States of America which at the time of such payment is legal tender for public and private debts. (b) The Series 2008 Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each maturity of each series thereof in the aggregate 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pletion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. • ORDINANCE NO. 3 S'0 A f PAGE 9 principal amount of the Series 2008 Bonds and in substantially the form set forth in Section 3.5 hereof, registered in the bond registration books maintained by the Registrar in the name of a nominee of The Depository Trust Company, New York, New York, and its successors and assigns (the "Securities Depository"). When Series 2008 Bonds are so registered in accordance with this Section 3.3, the following provisions shall apply: • (i) The City and the Registrar shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which the Securities Depository holds Series 2008 Bonds as securities depository (each, a "Bond Participant") or to any person who is an actual purchaser of a Series 2008 Bond from a Bond Participant while the Series 2008 Bonds are in book-entry form (each, a "Beneficial Owner") with respect to the following: (A) the accuracy of the records of the Securities Depository, any nominees of the Securities Depository or any Bond Participant with respect to any ownership interest in the Series 2008 Bonds; (B) the delivery to any Bond Participant, any Beneficial Owner or any other person, other than the Securities Depository, of any notice with respect to the Series 2008 Bonds, including any notice of redemption; or (C) the payment to any Bond Participant, any Beneficial Owner or any other person, other than the Securities Depository, of any amount with respect to the Series 2008 Bonds. The Paying Agent shall make payments with respect to the Series 2008 Bonds only to or upon the order of the Securities Depository or its nominee, and all such payments shall be valid and effective fully to satisfy and discharge the obligations with respect to such Series 2008 Bonds to the extent of the sum or sums so paid. No person other than the Securities Depository shall receive an authenticated Bond. (ii) Upon receipt by the Registrar of written notice from the Securities Depository to the effect that the Securities Depository is unable or unwilling to discharge its responsibilities, the Registrar shall issue, transfer and exchange Series 2008 Bonds requested by the Securities Depository in appropriate amounts. Whenever the Securities Depository requests the Registrar to do so, the Registrar will cooperate with the Securities Depository in taking appropriate action after reasonable notice (a)to arrange, with the prior written consent of the City, for a substitute securities depository willing and able upon reasonable and customary terms to maintain custody of the Series 2008 Bonds or (b)to make available Series 2008 Bonds registered in whatever name or names the Beneficial Owners transferring or exchanging such Series 2008 Bonds shall designate. (iii) If the City determines that it is desirable that certificates representing the Series 2008 Bonds be delivered to Series 2008 Bondholders and so notifies the Registrar in writing, the Registrar shall so notify the Securities Depository, whereupon the Securities Depository will notify the Bond Participants of the availability through the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance public and private debts. (b) The Series 2008 Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each maturity of each series thereof in the aggregate 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pletion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 f'O of PAGE 10 Securities Depository of bond certificates representing the Series 2008 Bonds. In such event, the Registrar shall issue, transfer and exchange bond certificates representing the Series 2008 Bonds as requested by the Securities Depository in appropriate amounts and in authorized denominations. (iv) So long as any Series 2008 Bond is registered in the name of the Securities Depository or any nominee thereof, all payments with respect to such Series 2008 Bond and all notices with respect to such Series 2008 Bond shall be made and given, respectively, to the Securities Depository as provided in the Letter of Representations, as hereinafter defined. (v) Registered ownership of the Series 2008 Bonds may be transferred on the books of bond registration maintained by the Registrar, and the Series 2008 Bonds may • be delivered in physical form to the following: (A) any successor Securities Depository or its nominee; and (B) any person, upon (1)the resignation of the Securities Depository from its functions as depositary or (2)termination of the use of the Securities Depository pursuant to this Section. The City has previously entered into a Blanket Issuer Letter of Representations (the "Letter of Representations") with the Securities Depository pursuant to Ordinance No. 33714. Section 3.4. Execution of Bonds. The Series 2008 Bonds shall be signed by the facsimile signature of the Mayor, countersigned by the facsimile signature of the City Clerk, registered by and with the facsimile signature of the City Comptroller of the City, and shall have imprinted thereon a facsimile of the seal of the City. If any City official whose facsimile signature appears on the Series 2008 Bonds ceases to be such official before delivery of the Series 2008 Bonds,his signature is as effective as if he had remained in office. Section 3.5. Form of Bonds. The Series 2008 Bonds, the Registrar's Certificate of Authentication and the instrument of assignment shall be in substantially the forms set forth in this Section, with necessary or appropriate variations, omissions and insertions as are incidental to their Series, numbers, denomination, maturities, interest rate or rates, redemption provisions, tax exemption and other details thereof and of their form or as are otherwise permitted or required by law or by this Ordinance. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance easonable notice (a)to arrange, with the prior written consent of the City, for a substitute securities depository willing and able upon reasonable and customary terms to maintain custody of the Series 2008 Bonds or (b)to make available Series 2008 Bonds registered in whatever name or names the Beneficial Owners transferring or exchanging such Series 2008 Bonds shall designate. (iii) If the City determines that it is desirable that certificates representing the Series 2008 Bonds be delivered to Series 2008 Bondholders and so notifies the Registrar in writing, the Registrar shall so notify the Securities Depository, whereupon the Securities Depository will notify the Bond Participants of the availability through the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance public and private debts. (b) The Series 2008 Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each maturity of each series thereof in the aggregate 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pletion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 YO 0t 7 PAGE 11 (FORM OF SERIES 2008 BOND) United States of America State of Nebraska County of Douglas City of Omaha SPECIAL TAX REVENUE REFUNDING REDEVELOPMENT BOND Taxable Series 2008 REGISTERED REGISTERED No. INTEREST RATE MATURITY DATE CUSIP REGISTERED OWNER: PRINCIPAL SUM: The City of Omaha, a municipality in the County of Douglas and the State of Nebraska (the "City"), and, insofar as it relates to the Special Tax Revenues, for value received, hereby promises to pay to the Registered Owner (named above) or registered assigns, but solely from the Special Tax Revenues and other moneys and securities hereinafter mentioned and not otherwise, the Principal Sum (specified above) on the Maturity Date (specified above) (subject to the right of prior redemption hereinafter mentioned) upon presentation and surrender of this Bond at the principal office of First National Bank of Omaha, as Paying Agent and Registrar, or the principal office of its successor as Paying Agent, and to pay interest on said Principal Sum, but solely out of said Special Tax Revenues and other moneys and securities hereinafter mentioned and not otherwise, by check or draft mailed to the person in whose name this Bond is registered as of the fifteenth day of the month preceding the month in which occurs each interest payment date in the bond registration books kept and maintained by the Registrar, from the date hereof until the payment of said Principal Sum in full, at the Interest Rate (specified above), such interest to the maturity hereof being payable on August 1, 2008 and semiannually thereafter on the first days of February and August in each year. The principal of, premium, if any, and . interest on this Bond are payable in coin or currency of the United States of America which at the time of such payment is legal tender for payment of public and private debts. REFERENCE IS MADE TO FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF; SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. The Bonds issued under the Ordinance are special limited obligations of the City and, insofar as it relates to the Special Tax Revenues, of the City acting in its capacity as an authority under the Act, payable as to principal, premium, if any, and interest solely from and are equally and ratably secured solely by the Special Tax Revenues and other moneys and securities pledged 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ng and able upon reasonable and customary terms to maintain custody of the Series 2008 Bonds or (b)to make available Series 2008 Bonds registered in whatever name or names the Beneficial Owners transferring or exchanging such Series 2008 Bonds shall designate. (iii) If the City determines that it is desirable that certificates representing the Series 2008 Bonds be delivered to Series 2008 Bondholders and so notifies the Registrar in writing, the Registrar shall so notify the Securities Depository, whereupon the Securities Depository will notify the Bond Participants of the availability through the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance public and private debts. (b) The Series 2008 Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each maturity of each series thereof in the aggregate 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pletion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 r6 A PAGE 12 under the Ordinance, all on the terms and conditions set forth in the Ordinance. Special Tax Revenues represent the proceeds of the special tax levied for community redevelopment purposes in the amount, not to exceed 2.6 cents on each $100 upon the actual value of all the taxable property in the City, except intangible property, annually certified to the City Council by the City, in its capacity as an authority under the Act, pursuant to Section 18-2107(11) of the Act. The pledge of the Special Tax Revenues is subordinate to that made by the City with respect to its $3,115,000 Riverfront Redevelopment Project No. 1 Special Tax Revenue Refunding Bonds, Series 1998 and on a parity with those made by the City with respect to its $8,500,000 Tax Allocation and Special Tax Revenue Redevelopment Bonds, Series 1997A, its $6,195,000 Downtown Northeast Redevelopment Project Special Tax Revenue Bonds, Series 1999, its $8,670,000 Special Tax Revenue Redevelopment Bonds, Series 2002A, its $20,325,000 Performing Arts Complex Douglas Street Heritage Development Project Special Tax Revenue Redevelopment Bonds, Series 2004 and its $5,835,000 Special Tax Revenue Redevelopment Bonds, 2007 Series and Special Tax and Tax Allocation Revenue Redevelopment Bonds, Series 2007A and Taxable Series 2007B. The principal of, premium, if any, and interest on the Bonds shall not be payable from the general funds of the City, nor shall the Bonds constitute a legal or equitable pledge, charge, lien, security interest or encumbrance upon any of the property or upon any of the income, receipts or revenues of the City, except the Special Tax Revenues and other moneys and securities pledged under the Ordinance. Neither this Bond nor the Bonds of the series of which it is one are a debt of the City within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City or impose any general liability upon the City, and the City shall not be liable for the payment thereof or hereof out of any funds of the City other than the Special Tax Revenues, which Special Tax Revenues have been and hereby are pledged by the City (acting in its capacity as an authority under the Act in the case of the Special Tax Revenues) to the punctual payment of the principal of and interest on this Bond and the series of which it is one in accordance with the provisions of the Ordinance. This Bond shall not be valid or obligatory unless the Certificate of Authentication herein shall have been manually signed by an authorized officer of the Registrar. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Bond and the series of which it is one have happened, do exist and have been performed in regular and due time, form and manner, that this Bond and the series of which it is one do not exceed any constitutional or statutory or charter limitation on indebtedness and that provision has been made for the payment of the principal of and interest on this Bond and the series of which it is one as provided in the Ordinance. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance L TAX-Ordinance public and private debts. (b) The Series 2008 Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each maturity of each series thereof in the aggregate 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pletion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 Y O A K PAGE 13 IN WITNESS WHEREOF,.the City of Omaha, Nebraska, by its City Council, has caused this Bond to be signed by the facsimile signatures of its Mayor and its City Clerk and to be registered in the office of the City Comptroller by and with the facsimile signature of the City Comptroller, and to have a facsimile of its corporate seal to be imprinted hereon, all as of this first day of April, 2008. (SEAL) CITY OF OMAHA,NEBRASKA By Mayor of the City of Omaha Countersigned: By City Clerk Registered in the Office of the City Comptroller of the City of Omaha, Nebraska By City Comptroller 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ce Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 ORDINANCE NO. 3 ro PAGE 14 (FORM OF REVERSE OF BOND) [The Bonds of the series of which this Bond is one shall not be subject to redemption prior to their stated maturities.] [Insert optional redemption provisions, if any.] [Insert mandatory sinking fund redemption provisions, if any.] [If this Bond is redeemable and shall be called for redemption in whole or in part, notice of the redemption hereof, specifying the series designation, date, number and maturity of this Bond, the date fixed for its redemption and the premium, if any, payable upon such redemption, shall be mailed by the City, postage prepaid, not less than 30 days prior to the redemption date, by registered or certified mail,to the Registered Owner of this Bond in whose name such Bond is registered as of a record date, which shall be 45.days prior to the redemption date, at his last address as it appears on the bond registration books maintained by the Registrar. Notice of redemption shall also be given by publication of such notice once in a daily newspaper printed in the English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in the City of New York, New York, or, in lieu of such publication in The Bond Buyer, such notice shall be published in at least one daily newspaper printed in the English language and customarily published on each business day and of general circulation in either of the cities of Chicago, Illinois or New York, New York, the date of publication of such notice in any case to be at least 30 days prior to the date fixed for redemption; provided, however, that, if notice of the redemption is mailed as aforesaid, notice of redemption by publication need not be given, and if notice is given by publication as aforesaid, neither failure to so mail such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of the Bonds to be redeemed. If such notice shall have been given and payment hereof duly made or provided for, interest hereon shall cease from and after the date so specified for the redemption hereof. If this Bond be of a denomination in excess of $5,000, portions of the Principal Sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and if less than all of the Principal Sum hereof is to be redeemed, in such case, upon the surrender of this Bond at the principal office of the Registrar, there shall be issued to the Registered Owner, without charge therefor, for the then unredeemed balance of the Principal Sum hereof, a Registered Bond or registered Bonds of like series, maturity and interest rate in the denomination of$5,000 or any integral multiple of$5,000.] • The Bonds of the series of Bonds of which this Bond is part are issuable as fully registered bonds without coupons .in the denomination of $5,000 and any integral multiples thereof. Subject to the limitations and upon payment of the charges, if any, provided for in the Ordinance (as hereinafter defined), Bonds may be exchanged at the principal office of the Registrar or at the principal office of its successor as Registrar for a like aggregate principal amount of registered Bonds of other authorized principal sums and of the same series, interest rate and maturity. This Bond shall be transferable by the Registered Owner or his agent duly authorized in writing at the principal office of the Registrar upon surrender and cancellation of this Bond, and 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pletion) Name y l r ��:)1 g fY,,,1 j. n�e�4 Q MOrtJc V �7c24 / Calendar days following award Title Phone ep 1.5, f�`}�3' one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 g o a PAGE 15 thereupon a new Bond or Bonds of a like aggregate principal amount and of the same series, interest rate and maturity will be issued to the transferee upon payment of the transfer charge, if any. The City and the Registrar may treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment hereof and for all other purposes and shall not be affected by any notice to the contrary, whether this Bond be overdue or not. This .Bond is one of an authorized issue of Bonds of like designation herewith aggregating Dollars ($ ) in principal amount issued by the City, and in its capacity as an authority under the Act, under the authority of and in full compliance with the Constitution and statutes of the State of Nebraska, including particularly Reissue Revised Statutes of Nebraska, 1997, Sections 18-2101 to 18-2154, as amended (the "Act"), and the Home Rule Charter of the City, and under and pursuant to Ordinance No. 35839 duly passed by the Council of the City on February 5, 2002 and Ordinance No. duly passed by the Council of the City on April _, 2008 (collectively, the "Ordinance"). The Bonds are of varying denominations, maturities, interest rates and other provisions as provided in the Ordinance, and were issued for the purpose of refunding the City's Special Tax Revenue Redevelopment Bonds, Series 2002B (the "Series 2002B Bonds") dated February 28, 2002 and outstanding on April 1, 2008 in the aggregate principal amount of$1,830,000. This Bond and the Bonds of the series of which it is one constitute a duly authorized issue of Refunding Bonds (herein referred to as the "Bonds") issued, or to be issued, under and as provided in the Ordinance, for the purpose of financing the cost of refunding and redeeming the Series 2002B Bonds, including costs and expenses relating thereto. The Series 2002B Bonds were issued for the purpose of financing part of that portion of the cost of the construction, acquisition, site preparation and installation of certain public street, utility and other improvements constituting the Redevelopment Project (as such term is defined in the Ordinance) for which the City is responsible at or in the vicinity of Capitol Avenue in downtown Omaha, Nebraska, and in the former Omaha stockyards in Southeast Omaha, Nebraska, and to carry out the City's corporate purposes and powers in connection therewith. Reference is hereby made to the Ordinance, copies of which are on file in the office of the Registrar, and to all of the provisions of which any holder of this Bond by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Bonds issued under the Ordinance, including this Bond; the Special Tax Revenues and other moneys and securities pledged to the payment of the principal of and interest on the Bonds issued thereunder; the nature and extent and manner of enforcement of the pledge; the conditions upon which Bonds for the purpose of refunding may hereafter be issued thereunder, payable on a parity from such the Special Tax Revenues and other moneys and securities and equally and ratably secured therewith; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the holders of the Bonds; the rights, duties and obligations of the City, the Paying Agent and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Bond, and this Bond thereafter no longer be secured by the Ordinance or be deemed to be outstanding thereunder if moneys or certain specified securities shall have been deposited in an amount sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 8 0 r PAGE 16 (FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds delivered pursuant to the within-mentioned proceedings. FIRST NATIONAL BANK OF OMAHA, Registrar By Authorized Officer Dated: (FORM OF ASSIGNMENT) For value received, the undersigned, , hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) the within-mentioned bond and all rights thereunder and hereby irrevocably constitutes and appoints attorney-in-fact to transfer the same on the Books of Registry in the office of the within-mentioned Registrar with full power of substitution in the premises. • Dated: Registered Owner NOTE: The signature to this assignment must correspond with the name as written on the face of the within bond in every particular, without • alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent • Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP") or such other "signature guarantee program" as may be determined by the Registrar in • addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance d as provided in the Ordinance, for the purpose of financing the cost of refunding and redeeming the Series 2002B Bonds, including costs and expenses relating thereto. The Series 2002B Bonds were issued for the purpose of financing part of that portion of the cost of the construction, acquisition, site preparation and installation of certain public street, utility and other improvements constituting the Redevelopment Project (as such term is defined in the Ordinance) for which the City is responsible at or in the vicinity of Capitol Avenue in downtown Omaha, Nebraska, and in the former Omaha stockyards in Southeast Omaha, Nebraska, and to carry out the City's corporate purposes and powers in connection therewith. Reference is hereby made to the Ordinance, copies of which are on file in the office of the Registrar, and to all of the provisions of which any holder of this Bond by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Bonds issued under the Ordinance, including this Bond; the Special Tax Revenues and other moneys and securities pledged to the payment of the principal of and interest on the Bonds issued thereunder; the nature and extent and manner of enforcement of the pledge; the conditions upon which Bonds for the purpose of refunding may hereafter be issued thereunder, payable on a parity from such the Special Tax Revenues and other moneys and securities and equally and ratably secured therewith; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the holders of the Bonds; the rights, duties and obligations of the City, the Paying Agent and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Bond, and this Bond thereafter no longer be secured by the Ordinance or be deemed to be outstanding thereunder if moneys or certain specified securities shall have been deposited in an amount sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance one 1y.5' Fax 7D`7g_;1- Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 8 0 A PAGE 17 Section 3.6. Certificate of Authentication. Only such Bonds as shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Section 3.5 hereto, duly manually executed by an authorized officer of the Registrar, shall be entitled to any right or benefit under this Ordinance. The Finance Director shall direct the Registrar to authenticate the Series 2008 Bonds, and no Series 2008 Bond shall be valid or obligatory for any purpose unless and until such Certificate of Authentication endorsed on each Series 2008 Bond shall have been manually executed by an authorized officer of the Registrar, and such executed Certificate shall be conclusive evidence that such Bond has been authenticated under this Ordinance. Section 3.7. Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is mutilated, lost, stolen or destroyed, the City, if permitted by law, shall execute, and the Registrar may authenticate and deliver, a new Bond of the same Series and of like date,tenor, maturity and denomination as the Bond mutilated, lost, stolen or destroyed, provided that in all cases there shall first be furnished to the Registrar and the City indemnity and evidence of ownership of such Bond satisfactory to each of them and in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the Registrar evidence of such loss, theft or destruction satisfactory to it. In the event any such mutilated, lost, stolen or destroyed Bond shall have matured, or would have matured within 90 days, or has been called for redemption and the redemption date has arrived or will arrive within 90 days, instead of issuing a substitute Bond, the Registrar, upon being furnished with indemnity and evidence of mutilation, loss, theft or destruction, as aforesaid, may pay the same without surrender thereof The Registrar and the City may charge the holder or owner of such Bond with their reasonable fees and expenses in this connection. Any Bond issued under the provisions of this Section shall be equally and proportionately entitled in accordance with its terms to the security and benefits of this Ordinance with the Bonds then Outstanding. All mutilated Bonds surrendered pursuant to this Section shall be cancelled and not reissued. Section 3.8. Temporary Bonds. Until the definitive Bonds of any Series are prepared, the City may execute and, upon the request of the City, the Registrar shall authenticate and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued in denominations of$5,000 or any integral multiple thereof authorized by the City, and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The City, at its own expense, shall prepare and execute and, upon the surrender of such temporary Bonds for exchange and the cancellation of such surrendered temporary Bonds, the Registrar shall authenticate and, without charge to the holder thereof, deliver in exchange therefor, definitive Bonds of the same aggregate principal amount and Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds authenticated and issued pursuant to this Ordinance. If the City shall authorize the issuance of temporary Bonds, the holder of any temporary Bond or Bonds may, at its option, surrender the same to the Registrar in exchange for another temporary Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 e0,1 PAGE 18 Registrar shall authenticate and, in exchange for the temporary Bond or Bonds so surrendered and upon payment of the taxes, fees and charges provided for in Section 3.9, shall deliver a temporary Bond or Bonds of like aggregate principal amount, Series and maturity in such other authorized denomination or denominations as shall be requested by such owner. All temporary Bonds surrendered in exchange either for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Registrar. ' Section 3.9. Registration and Transfer of Bonds. At all times while any Bond remains Outstanding and unpaid, the Registrar shall keep or cause to be kept at its principal corporate office Books of Registry for the registration, exchange and transfer of Bonds. Upon presentation at its principal corporate office for any such purpose, the Registrar, under such reasonable regulations as it may prescribe, shall register, exchange or transfer, or cause to be registered, exchanged or transferred, on the Books of Registry, the Bonds as set forth below. The Books of Registry shall at all times be open for inspection by the City or its duly authorized agent or representative. Any Bond may be exchanged at the principal corporate trust office of the Registrar for a like aggregate principal amount of such Bonds in other authorized principal sums of the same Series, interest rate and maturity. Any Bond may be transferred upon the Books of Registry by the person in whose name it is registered, in person or by his duly authorized agent, upon surrender of such Bond to the Registrar for cancellation, accompanied by a written instrument of transfer duly executed by the holder in person or by his duly authorized agent, in form satisfactory to the Registrar. No transfer or exchange of Bonds shall be required to be made during the 15 days next preceding an interest payment date for such Bonds or during the 45 days next preceding the date fixed for redemption of such Bonds. Whenever any Bond shall be surrendered for transfer or exchange at the principal corporate trust office of the Registrar, the Registrar shall authenticate (and send by registered mail to the new holder thereof at his request, risk and expense), in the name of the transferee or transferees, a new duly executed Bond or Bonds of the same Series, interest rate and maturity and for a like aggregate principal sum, dated so that there shall result no gain or loss of interest as a result of such transfer, registered on the Books of Registry in such manner as the holder or transferee, as the case may be, may request. All transfers pursuant to this Section shall be made without expense to the holder of such Bonds, except that the Registrar shall require the payment by the holder of the Bond requesting such transfer of any tax or other governmental charges required to be paid with respect to such transfer. All Bonds surrendered pursuant to this Section shall be cancelled. Section 3.10. CUSIP Identification Numbers. CUSIP identification numbers may be printed on the Bonds of any Series, but no such number shall constitute a part of any Bond or a part of the contract evidenced thereby, and no liability shall attach to the City or any officer or agent thereof(including the Paying Agent and Registrar) by reason of said CUSIP identification numbers or any use made thereof(including any use thereof by the City, any such officer or any such agent) or by reason of any inaccuracy,error or omission with respect thereto or in such use. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nt to this Ordinance. If the City shall authorize the issuance of temporary Bonds, the holder of any temporary Bond or Bonds may, at its option, surrender the same to the Registrar in exchange for another temporary Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 8© a PAGE 19 • Section 3.11. Sale of Bonds. The Finance Director is hereby authorized to negotiate with underwriters for the sale of the Series 2008 Bonds on or before the six-month anniversary of this Supplemental Ordinance; provided, however, that the terms and provisions of the contract of purchase of the Series 2008 Bonds, and of any ancillary agreements, and of any supplements to this Ordinance, as shall be required by virtue of such negotiations, and the execution and delivery thereof by or on behalf of the City, shall be subject to approval by resolution of the City Council. The City Clerk is hereby. authorized to prepare transcripts of the proceedings, documents and opinions relevant to the authorization and issuance of the Series 2008 Bonds. Section 3.12. Application of Bond Proceeds. The proceeds derived from the sale of the Series 2008 Bonds, including any premium received upon the sale thereof and the interest, if any, accrued thereon from their date to the date of delivery and payment therefor, shall be applied as follows: (a) an amount equal to the interest accrued on the Series 2008 Bonds from the date thereof to the date of delivery thereof and payment therefor shall be deposited in the Series 2008 Bond Fund created under Section 5.1 herein and credited to the Bond Interest Account therein; (b) an amount equal to (i)the amount, if any, of the termination payment by the City to the Swap Counterparty, as calculated pursuant to the Swap Agreement, upon the City's termination of the Swap Agreement and (ii) the amount of the City's other lawful costs and expenses incurred in connection with the refunding and redemption of the Series 2002B Bonds and the issuance and sale of the Series 2008 Bonds shall be deposited in the Redemption Fund created under Section 5.1 herein, and credited to the Redemption Expenses Account therein; and (c) the balance of the proceeds of the sale of the Series 2008 Bonds shall be deposited in the Redemption Fund and credited to the Redemption Price Account, and applied to the payment of the redemption price of the Refunded Bonds. • Section 3.13. Refunding Bonds. The City, by means of a supplemental ordinance and without the consent of the Bondholders,may issue Refunding Bonds as follows: (a) Refunding Bonds may'be issued for the purpose of refunding (including by purchase) within one year prior to maturity any Bond for the payment of which sufficient Special Tax Revenues are not available. Any Refunding Bond issued for such purpose shall mature not earlier than the latest stated maturity of any Bond not refunded to be Outstanding after such refunding. (b) Refunding Bonds may be issued at any time for the purpose of refunding (including by purchase) at any time any Bonds, including amounts to pay principal, redemption premium and interest to the date of maturity or redemption (or purchase) and the expenses of issuing the Refunding Bonds and of effecting such refunding, provided that the Debt Service on all Bonds to be Outstanding after the issuance of the Refunding Bonds shall not be greater in any Bond Year in which Bonds not refunded shall remain 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance id CUSIP identification numbers or any use made thereof(including any use thereof by the City, any such officer or any such agent) or by reason of any inaccuracy,error or omission with respect thereto or in such use. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nt to this Ordinance. If the City shall authorize the issuance of temporary Bonds, the holder of any temporary Bond or Bonds may, at its option, surrender the same to the Registrar in exchange for another temporary Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 0 e?O a PAGE 20 Outstanding than would have been the Debt Service in such Bond Year were such refunding not to occur. Section 3.14. Amendment of Original Ordinance. (a) The first sentence of Section 7.1 of the Original Ordinance is hereby amended in accordance with Section 7.1(ii) thereof"to cure an ambiguity" to read as follows: "The City shall not amend or supplement this Ordinance except in accordance with the provisions of Section 3.13 hereof or Section 6.12 hereof, or in accordance with the provisions of this Article VII." (b) The first sentence of Section A4.01 of the Original Ordinance is hereby amended, in accordance with Section 7.2 of the Original Ordinance effective as of the date that there is filed with the City an instrument or instruments in writing signed by the holders of at least 66-2/3% in principal amount of the Outstanding Series 2002B Bonds assenting to and authorizing such amendment, to read as follows: "Prior to the Fixed Rate Conversion Date, the Series 2002B Bonds not in a Term Rate Period may be redeemed prior to their maturity, at the option of the City, in whole or in part (and, if in part, by the redemption of the Liquidity Provider Bonds first and thereafter selected by the Paying Agent by lot) from time to time, on any Repurchase Date applicable to a particular Series 2002B Bond during a Flexible Rate Period or on any date during a Variable Rate Period, at the principal amount of the Series 2002B Bonds to be redeemed and without premium; provided, however, in the event of a partial redemption of the Series 2002B Bonds bearing interest at a Variable Rate, the aggregate principal amount so redeemed is at least the minimum Authorized Denomination, and the aggregate principal amount of the Series 2002B Bonds to remain outstanding following such partial redemption is not less than the minimum Authorized Denomination." ARTICLE IV REDEMPTION OF BONDS Section 4.1. Optional Redemption of Series 2008 Bonds. In conjunction with the negotiation of the sale of the Series 2008 Bonds pursuant to Section 3.11 herein, the Finance Director is hereby authorized to negotiate terms providing for the redemption of the Series 2008 Bonds or a portion thereof at the option of the City. The terms of such optional redemption, if any, shall be subject to the approval of and shall be fixed by resolution of the Council, which resolution shall fix redemption periods to commence no later than the fourth anniversary of the date of the Series 2008 Bonds, and related redemption premiums of not greater than two percent of the principal amount of Series 2008 Bonds redeemed. The Series 2008 Bonds so called for any such optional redemption shall be redeemed in whole or in part at any time, in inverse order of their maturities, at the principal amount thereof(or the portion of the principal amount thereof to be redeemed), plus the applicable premium, if any, plus accrued interest to the date fixed for redemption. In the event that at any time less than all the Series 2008 Bonds of any given maturity are called for redemption, the Series 2008 Bonds (or portions thereof) of such maturity to be redeemed shall be selected by lot (or in such other manner as the City may select). Section 4.2. Mandatory Sinking Fund Redemption of Series 2008 Bonds. In conjunction with the negotiation of the sale of the Series 2008 Bonds pursuant to Section 3.11 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ny inaccuracy,error or omission with respect thereto or in such use. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nt to this Ordinance. If the City shall authorize the issuance of temporary Bonds, the holder of any temporary Bond or Bonds may, at its option, surrender the same to the Registrar in exchange for another temporary Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. • ORDINANCE NO. g D Y PAGE 21 herein, the Finance Director is hereby authorized to negotiate the terms of a mandatory sinking fund redemption of the Series 2008 Bonds or a portion thereof. The terms of such mandatory sinking fund redemption, if any, shall be subject to the approval of and shall be fixed by resolution of the Council, which resolution shall specify the maturity or maturities of the Series 2008 Bonds subject to mandatory sinking fund redemption and the principal amount and date of each mandatory sinking fund redemption. The mandatory sinking fund redemption price shall be par without premium and the City shall select the Series 2008 Bonds for mandatory sinking fund redemption by lot(or in such other manner as the City may select). To the extent the Series 2008 Bonds have been previously called for redemption in part and otherwise than from the sinking fund, if any, each related annual sinking fund payment for the Series 2008 Bonds shall be reduced by the amount obtained by multiplying the principal amount of such Bonds so called for redemption, by the ratio which each annual sinking fund payment for the Series 2008 Bonds bears to the total sinking fund payments of such Bonds subject to mandatory sinking fund redemption, and by rounding each sinking fund payment to the nearest$5,000 multiple. In case a Series 2008 Bond subject to mandatory sinking fund redemption is of a denomination larger than $5,000, a portion of such Bond($5,000 or any multiple thereof)may be redeemed, but Series 2008 Bonds shall be redeemed only in the principal amount of$5,000 each or any integral multiple thereof. On or before the 30th day prior to each such mandatory sinking fund payment date, the City shall proceed to select for redemption (by lot in such manner,as the City shall determine) from all outstanding Series 2008 Bonds subject to mandatory sinking fund redemption a principal amount of such Bonds, equal to the aggregate principal amount of such Bonds redeemable with the required sinking fund payment, and shall call such Bonds or portions thereof($5,000 or any integral multiple thereof) for redemption from such sinking fund on the next February 1, and give notice of such call as provided by Section 4.3 herein. Section 4.3. Notice and Effect of Redemption. If any Series 2008 Bond (or portion thereof in installments of$5,000 or any integral multiple thereof) is to be redeemed, notice of redemption specifying the series designation, date, numbers and maturities of the Series 2008 Bonds to be redeemed, the date fixed for their redemption and the premium, if any, payable upon such redemption shall be mailed by the City, postage prepaid, not less than 30 days prior to the redemption date, by registered or certified mail, to the holder of any of such Series 2008 Bonds to be redeemed in whole or in part in whose name such Bond is registered as of a record date which shall be 45 days prior to the redemption date, at his last address as it appears on the Books of Registry maintained bythe Registrar. If less than the entire principal sum of anySeries 2008 g rY g p p Bond is to be redeemed, then such Series 2008 Bond must be surrendered in exchange for the amount thereof to be redeemed and a new Series 2008 Bond of like series, maturity and interest rate in the denomination equaling in principal amount that portion of the principal sum thereof not redeemed. Notice of redemption specifying the details thereof indicated in the preceding paragraph shall also be given by the City by publication of such notice once in a daily newspaper printed in the English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ' onds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 gOal t PAGE 22 the City of New York, New York, or, in lieu of such publication in The Bond Buyer, such notice shall be published once in at least one daily newspaper printed in the English language and customarily published on each business day and of general circulation in either of the Cities of Chicago,.Illinois or New York, New York, the date of the publication of such notice in any case to be at least 30 days prior to the date fixed for redemption; provided, however, that, if notice of the redemption is mailed as aforesaid, notice of redemption by publication need not be given, and, if notice is given by publication as aforesaid, neither failure to so mail such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of the Bonds to be redeemed. When any of the aforesaid Series 2008 Bonds shall have been called for redemption and notice thereof has been given as hereinabove set forth and payment thereof duly made or provided for, interest thereon shall cease from and after the date so specified for their redemption. Section 4.4. Cancellation of Redeemed Bonds. All Series 2008 Bonds surrendered or redeemed pursuant to the provisions of this Article shall be cancelled. ARTICLE V CREATION OF FUNDS AND ACCOUNTS; PAYMENTS THEREFROM; PLEDGES; INVESTMENT OF MONEYS Section 5.1. Creation of Funds. There are hereby created and established two special trust funds in addition to the funds created by the Original Ordinance to be held by the Treasurer called the "Special Tax Redevelopment Redemption Fund (2008)" (hereinafter called the "Redemption Fund") and the "Special Tax Redevelopment Series 2008 Bond Fund" (hereinafter called the "Series 2008 Bond Fund"), which funds shall be held by the Treasurer separately and apart from all other funds and moneys under its control. There are hereby created and established in the Series 2008 Bond Fund the following special trust accounts: (i) the Bond Interest Account and (ii)the Bond Principal Account. There are hereby created and established in the Redemption Fund the following special trust accounts: (i)the Redemption Expenses Account and (ii)the Redemption Price Account. So long as any of the Bonds herein authorized, or any interest thereon, remain unpaid, the moneys in the foregoing funds and accounts shall be used for no purpose other than those required or permitted by the this Ordinance, any supplemental ordinance providing for the issuance of Refunding Bonds and the Act. Section 5.2. Redemption Fund. The proceeds from the sale of the Series 2008 Bonds shall be placed in the Redemption Fund after making certain deposits into the Series 2008 Bond Fund as provided in Section 3.12 hereof. The moneys transferred to and placed in the Redemption Fund shall remain therein until used by the City solely for the purpose of refinancing a portion of the cost of the Redevelopment Project and other costs related thereto, including in such costs the, amount of the termination payment by the City to the Swap Counterparty under the Swap Agreement and the costs and expenses, incurred for any other 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 2008 Bond of like series, maturity and interest rate in the denomination equaling in principal amount that portion of the principal sum thereof not redeemed. Notice of redemption specifying the details thereof indicated in the preceding paragraph shall also be given by the City by publication of such notice once in a daily newspaper printed in the English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ' onds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. ° r PAGE 23 lawful purpose in connection with the refunding and redemption of the Series 2002B Bonds and the issuance and sale of the Series 2008 Bonds. If any sum remains in the Redemption Fund after the full accomplishment of the objects and purposes for which the Series 2008 Bonds were issued, the sum remaining shall be transferred to the Series 2008 Bond Fund and applied as are other moneys in such Fund. Subject to the final sentence of this paragraph, the Finance Director is hereby authorized and directed to direct the Series 2002B Paying Agent to give notice of the redemption of the Series 2002B Bonds in accordance with Sections A4.01 and A4.03 of the Original Ordinance. The principal of and the accrued interest on the Series 2002B Bonds shall be paid upon the redemption date identified in the notice of redemption from, in the case of the principal, the proceeds of the Series 2008 Bonds deposited into the Redemption Fund and, in the case of the accrued interest, from other moneys, if any, deposited into the Bond Interest Account of the Series 2002B Bond Fund under and in accordance with the provisions of this Supplemental Ordinance and the Original Ordinance. In lieu of the foregoing, in the event of a tender in whole of the Series 2002B Bonds to the City for surrender to the Registrar for cancellation, the Finance Director is hereby authorized and directed to purchase such tendered Series 2002B Bonds for a purchase price equal to the principal amount thereof plus accrued interest to the tender date, and otherwise from the same sources as provided hereinabove for the redemption of the Series 2002B Bonds. Section 5.3. Special Tax Revenues. As provided in the Redevelopment Plan, pursuant to Section 18-2107(11) of the Community Development Law, the City, in its capacity as an authority under the Community Development Law, is empowered annually to certify to the City Council the amount of special tax to be levied for community redevelopment purposes. In such capacity, the City shall annually certify to the City Council an amount of special taxes equal to the principal of and interest on the Bonds due in the Bond Year next succeeding the date of the certification, provided that such amount so certified shall not, in combination with any other such special tax certifications, exceed 2.6 cents on each $100 of taxable valuation. The City has covenanted in Section 6.5 of this Ordinance to comply with the requirements of the Community Development Law pertaining to the annual certification to the City Council of the community redevelopment tax levy amount required to satisfy the debt service requirements of the Bonds. The City Council is required by the Community Development Law to levy and collect the taxes so certified at the same time and in the same manner as other city taxes are levied and collected. The Special Tax Revenues are hereby pledged in their entirety to the payment of the principal of and interest on the Bonds as in this Ordinance provided, and until all of the Bonds and all interest thereon have been paid (or until moneys for that purpose have been irrevocably set aside), the Special Tax Revenues, when due and as collected, shall be deposited in the Bond Fund and shall be applied solely to the payment of the Bonds and the interest thereon as in this Ordinance provided. Such allocation and pledge are for the exclusive benefit of the holders of the Bonds herein authorized and shall be irrevocable. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance aper printed in the English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ' onds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 rO PAGE 24 Section 5.4. Series 2008 Bond Fund. The Series 2008 Pro Rata Share of Special Tax Revenues shall be deposited in the Series 2008 Bond Fund. The Special Tax Revenues accumulated in the Series 2008 Bond Fund shall be used in the following priority; provided, however, that, to the extent credits have been made in any of the accounts referred to below from the proceeds of the sale of the Series 2008 Bonds or otherwise, the credits below need not be made: (a) Bond Interest Account. Credits shall be made into the Bond Interest Account so that the balance in said account on or before the date of the payment of any installment of interest on the Series 2008 Bonds shall be equal to the amount due at such installment. Moneys in the Bond Interest Account shall be used for the payment of interest on the Series 2008 Bonds as the same become due, and, after such payment, the account shall be restored by further deposits to the required balance. Any amounts representing accrued interest received on the sale of Series 2008 Bonds shall be deposited in the Series 2008 Bond Fund for credit to the Bond Interest Account. (b) Bond Principal Account. After the credits have been made pursuant to subparagraph(a) above, credits shall next be made into the Bond Principal Account so that the balance in said Account shall equal the next principal payment or payments, as the case may be, on or before the date of payment thereof on the then Outstanding Series 2008 Bonds. Moneys in the Bond Principal Account shall be used for the payment of the principal of the Series 2008 Bonds, as the same become due, and, after such payment,the account shall be restored by further credits to the required balance. Section 5.5. Investment of Moneys in Funds and Accounts; Moneys Held in Trust. Money in the Redemption Fund and in the Bond Interest Account and the Bond Principal Account in the Series 2008 Bond Fund shall, to the fullest extent practicable and reasonable, be invested and reinvested by the City, to the extent allowed by law solely in, and obligations deposited in such funds and accounts shall be, Investment Securities which shall mature or be subject to redemption at the option of the holder thereof on or before the respective dates when the moneys in such funds and accounts will be required for the purposes intended. Investment Securities purchased as an investment of moneys in any of the funds or accounts shall be deemed at all times to be a part of such fund or account, and the interest accruing thereon and any gain realized from such investment shall be credited to such fund or account, and any loss resulting from any such authorized investment shall be charged to such fund or account without liability to the City or the officials thereof; provided, however, that any investment earnings on moneys or Investment Securities held in any of the accounts in the Series 2008 Bond Fund shall be used to make up any deficiency in another account in the Series 2008 Bond Fund. The City shall sell at the best price obtainable or present for redemption any obligation so purchased whenever it shall be necessary to do so•in order to provide moneys to meet any payment or transfer from a fund or account as required by this Ordinance. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance rovided. Such allocation and pledge are for the exclusive benefit of the holders of the Bonds herein authorized and shall be irrevocable. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance aper printed in the English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ' onds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. t3 S O a PAGE 25 Until used and applied in accordance with this Ordinance, all moneys held in the Series 2008 Bond Fund and Redemption Fund, and the securities in which such moneys may from time to time be invested, shall be held in trust for the equal and ratable benefit and security of the holders of the Series 2008 Bonds then Outstanding. All moneys held by any paying agent for the payment of principal, interest and premium, if any, of said Bonds shall be held by such agent in trust for the equal and ratable benefit and security of the Bonds for which moneys have been so set aside. ARTICLE VI COVENANTS OF THE CITY As long as Bonds are Outstanding and unpaid, the City will (through its proper officers, agents or employees) faithfully perform and abide by all the covenants, undertakings and provisions contained in this Ordinance or in any Bond issued hereunder, including the following covenants and agreements for the benefit of the Bondholders which are necessary, convenient and desirable to secure the Bonds and will improve their marketability; provided, however, that said covenants do not require the City to expend any funds other than the Special Tax Revenues or violate the provisions of State law with respect to tax revenue sharing. Section 6.1. Complete Redevelopment Project; Management and Operation of Properties. The City covenants that it has completed the Redevelopment Project in accordance with the Act and the Redevelopment Plan, and that it will cause all properties owned by it and comprising any part of the Redevelopment Project to be managed and operated in a sound and businesslike manner. Section 6.2. Use of Proceeds. The City covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in this Ordinance or supplemental ordinances. Section 6.3. No.Priority. The City previously issued and there remain outstanding the Series 1998 Bonds, which have a lien on the Special Tax Revenues superior to the lien of the Series 2008 Bonds, and the Parity Bonds, which have a lien on the Special Tax Revenues on a parity with that of the Series 2008 Bonds. The City covenants and agrees that it will not issue any additional obligations (except for bonds issued to refund the Series 1998 Bonds) the principal of or interest on which is payable from the Special Tax Revenues which have, or purport to have, any lien upon the Special Tax Revenues prior or superior to the lien of the Bonds herein and in the Original Ordinance authorized. Nothing in this Ordinance shall prevent the City from issuing and selling bonds or other obligations which have, or purport to have, any lien upon the Special Tax Revenues which is on a parity with the Series 2008 Bonds herein authorized, provided that the Special Tax Revenues available for debt service for the fiscal year immediately preceding the date the lien of the Special Tax Revenues attaches with respect to such bonds or other obligations is at least 125% of the maximum annual debt service with respect to the Series 2008 Bonds, such bonds or other obligations and all other parity indebtedness to be outstanding immediately after the date such lien attaches. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance . 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance rovided. Such allocation and pledge are for the exclusive benefit of the holders of the Bonds herein authorized and shall be irrevocable. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance aper printed in the English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ' onds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 b'0 PAGE 26 Section 6.4. Community Development Agency. The City covenants and agrees that it has created a community development agency by authority of Section 18-2101.01 of the Community Development Law and ratifies and confirms actions heretofore taken to establish, and does hereby designate and establish, the Planning Department of the City to be and to continue as said community development agency of the City. In its capacity as said community development agency, the Planning Department shall cooperate fully with the City, acting as an authority under the Act, in the fulfillment of the City's undertakings pursuant to this Ordinance. Section 6.5. Certification of Community Redevelopment Tax Levy. The City, acting in its capacity as an authority under the Community Development Law, covenants and agrees to certify in July of each year to the City Council the amount of tax to be levied in the current fiscal year for collection in the next succeeding fiscal year for community redevelopment purposes, including the amount required to defray the expense of the City, as an authority, in respect of the principal of and interest on the Series 2008 Bonds and the Parity Bonds due and payable during such fiscal year, which amount of tax shall not exceed 2.6 cents (minus the amounts of such tax pledged to the Series 1998 Bonds) on each $100 upon the actual value of all taxable property in the City, except intangible property, all as provided by Section 18-2107(11) of the Community Development Law. The actual amounts annually to be so certified in respect of the scheduled payments of principal of and interest on the Series 2008 Bonds shall be set forth in a resolution of the City Council to be adopted at the time of the sale of the Series 2008 Bonds. The City may certify a lesser amount than the amount specified by such resolution for any particular fiscal year, but only if and to the extent (a) the City then has available on deposit in the Bond Fund an amount equal to the amount of the proposed reduction or (b)the amount of the proposed reduction equals the debt service requirement for such fiscal year of Series 2008 Bonds which no longer are Outstanding. The Finance Director shall notify the City Council in writing of the proposed reduction and of the justification for such proposed reduction. Section 6.6. To Pay Principal of, Premium and Interest on Bonds. The City will duly and punctually pay or cause to be paid solely from the Special Tax Revenues and the other moneys which are pledged herein to the payment thereof, the principal of, premium, if any, and interest on each and every Bond on the dates and at the places in the manner provided in such Bonds, according to the true intent and meaning thereof, and will faithfully do and perform and fully observe and keep any and all covenants, undertakings, stipulations and provisions contained . in the Bonds and in this Ordinance. • Section 6.7. Books of Account; Financial Statements. The City covenants and agrees that it will at all times keep, or cause to be kept, proper and current books of account (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Redevelopment Project, Special Tax Revenues and other funds relating to said project. Within 270 days after the close of each Fiscal Year; the City shall cause such books of account to be audited by an independent certified public accountant, which audit may be part of the annual audit of the accounts of the City. The audit report shall show in reasonable detail the income and expenses for such Fiscal Year relating to the Redevelopment Project, including the transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 6)" - PAGE 27 provisions of this Ordinance relating to the matters set forth above and that as to such matters the City is in compliance therewith or, if the City is not in compliance therewith, the details of such failure to comply and the action to be taken by the City to be in compliance therewith. Section 6.8. Eminent Domain Proceeds. The City covenants and agrees that if all or any part of the Redevelopment Project Area should be taken by eminent domain proceedings or other proceedings authorized by law for any public or other use under which the property will be exempt from ad valorem taxation, the net proceeds realized by the City therefrom will be deposited in the Bond Fund and used and applied for the purpose of paying principal of and interest on Bonds as in this Ordinance provided. Section 6.9. Protection of Security. The City is duly authorized under all applicable laws to create and issue the Bonds and to adopt this Ordinance and to pledge the Special Tax Revenues and other moneys, securities and funds under this Ordinance in the manner and to the extent provided in this Ordinance. The Special Tax Revenues and other moneys, securities and funds so pledged are and will be free and clear of any pledge, lien, charge, security interest or encumbrance thereon or with respect thereto prior to (except the Series 1998 Bonds), or of equal rank (except the Parity Bonds) with, the pledge created by this Ordinance, except as otherwise expressly provided herein, and all corporate action on the part of the City to that end has been duly and validly taken. The Bonds and the provisions of this Ordinance are and will be valid obligations of the City in accordance with their terms and the terms of this Ordinance. The City shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of and security interest granted with respect to the Special Tax Revenues and other moneys, securities and funds pledged under this Ordinance and all the rights of the Bondholders under this Ordinance against all claims and demands of all persons whomsoever. Section 6.10. Extension of Payment of Bonds. The City will not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any interest thereon by the purchase or funding of such Bonds or claims for interest or by any other arrangement, and, in case the maturity of any of the Bonds or the time for payment of any interest thereon or claims for interest shall be extended, such Bonds, interest or claims for interest shall not be entitled in case of any default under this Ordinance to the benefit of this Ordinance or to any payment or any assets of the City or the funds held by the Treasurer hereunder, except subject to the prior payment of the principal of all Bonds issued and Outstanding the maturity of which has not been extended and of such portion of the accrued interest on the Bonds as shall not be represented by such extended interest or claims for interest. Nothing herein shall be deemed to limit the right of the City to issue Refunding Bonds as provided in this Ordinance, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.11. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 2008 Bonds required by 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 • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 k0-� r PAGE 28 "Rule"). Capitalized terms used in this Section 6.11 and not otherwise defined in this Ordinance shall have the meanings assigned such terms in subsection(d) hereof. It being . the intention of the City that there be full and complete compliance with the Rule, this Section shall be construed in accordance with the written interpretative guidance and no-action letters published from time to time by the Securities and Exchange Commission and its staff with respect to the Rule. (b) The City undertakes to provide the following information as provided in this Section 6.11: (i) Annual Financial Information; (ii) Audited Financial Statements, if any; and (iii) Material Event Notices. (c) (i) The City shall, while any Series 2008 Bonds are Outstanding, provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City (the "Report Date") to each then existing NRMSIR and the SID, if any. The City shall include with each submission of Annual Financial Information a written representation to the effect that the Annual Financial Information is the Annual Financial Information required by this Section 6.11 and that it complies with the applicable requirements of this Section 6.11 and that it has been provided to each then existing NRMSIR and the SID, if any. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to each then existing NRMSIR or the • Municipal Securities Rulemaking Board (the "MSRB") and the SID, if any. It shall be sufficient if the City provides to each then existing NRMSIR and the SID, if any, any or all of the Annual Financial Information by specific reference to documents previously provided to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. (ii) If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements when and if available while any Series 2008 Bonds are Outstanding to each then existing NRMSIR and the SID, if any. (iii) If a Material Event occurs while any Series 2008 Bonds are Outstanding, the City shall provide a Material Event Notice in a timely manner to each then existing NRMSIR or the MSRB and the SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Series 2008 Bonds. (iv) The City shall provide in a timely manner to each then existing NRMSIR or the. MSRB and to the SID, if any, notice of any failure by the City 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance such portion of the accrued interest on the Bonds as shall not be represented by such extended interest or claims for interest. Nothing herein shall be deemed to limit the right of the City to issue Refunding Bonds as provided in this Ordinance, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.11. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 2008 Bonds required by 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 • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. v '0 r PAGE 29 while any Series 2008 Bonds are Outstanding to provide to the NRMSIRs and the SID, if any, Annual Financial Information on or before the Report Date. (v) Any filing or report under this Section 6.11 may be made solely by transmitting such filing or report to the Texas Municipal Advisory Council (the "MAC") as provided at http://www.disclosureusa.org unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004. (d) The following are the definitions of the capitalized terms used in this Section 6.11 and not otherwise defined in this Ordinance: (i) "Annual Financial Information" means the financial information or operating data with respect to the City and the Redevelopment Project, provided at least annually, of the type included in Appendix B of the final official statement with respect to the Series 2008 Bonds. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP"). Such financial statements may, but are not required to be; Audited Financial Statements. (ii) "Audited Financial Statements" means the annual financial statements, if any, of the City prepared in accordance with GAAP, which financial statements shall have been audited by such respective independent auditors as shall be then required or permitted by the laws of the State. (iii) "Material Event" means any of the following events, if material, with respect to the Series 2008 Bonds: (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit, enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the Series 2008 Bonds; (G) Modifications to rights of Bondholders; (H) Unscheduled bond calls; 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance , if any. (iii) If a Material Event occurs while any Series 2008 Bonds are Outstanding, the City shall provide a Material Event Notice in a timely manner to each then existing NRMSIR or the MSRB and the SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Series 2008 Bonds. (iv) The City shall provide in a timely manner to each then existing NRMSIR or the. MSRB and to the SID, if any, notice of any failure by the City 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance such portion of the accrued interest on the Bonds as shall not be represented by such extended interest or claims for interest. Nothing herein shall be deemed to limit the right of the City to issue Refunding Bonds as provided in this Ordinance, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.11. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 2008 Bonds required by 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 • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 g'004r PAGE 30 (I) Defeasances; (J) Release, substitution or sale of property securing repayment of the Series 2008 Bonds; and (K) Rating changes. (iv) "Material Event Notice" means written or electronic notice of a Material Event. (v) "NRMSIR" means a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date of this Ordinance are: Bloomberg Municipal Repository 100 Business Park Drive Skillman,NJ 08558 E-mail: Munis@Bloomberg.com Telephone: (609) 279-3225 Facsimile: (609) 279-5962 DPC Data Inc. One Executive Drive Fort Lee,NJ 07024 E-mail: nrmsir@dpcdata.com Telephone: (201) 346-0701 Facsimile: (201) 947-0107 Standard&.Poor's Securities Evaluations, Inc. 45th Floor 55 Water Street New York,NY 10041 E-mail: nrmsir_repository@sandp.com Telephone: (212) 438-4595 Facsimile: (212) 438-3975 FT Interactive Data Attn: NRMSIR 15th Floor 100 William Street New York,NY 10038 E-mail: NRMSIR@interactivedata.com Telephone: (212) 771-6999; (800) 689-8466 Facsimile: (212) 771-7390 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance (iii) "Material Event" means any of the following events, if material, with respect to the Series 2008 Bonds: (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit, enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the Series 2008 Bonds; (G) Modifications to rights of Bondholders; (H) Unscheduled bond calls; 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance , if any. (iii) If a Material Event occurs while any Series 2008 Bonds are Outstanding, the City shall provide a Material Event Notice in a timely manner to each then existing NRMSIR or the MSRB and the SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Series 2008 Bonds. (iv) The City shall provide in a timely manner to each then existing NRMSIR or the. MSRB and to the SID, if any, notice of any failure by the City 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance such portion of the accrued interest on the Bonds as shall not be represented by such extended interest or claims for interest. Nothing herein shall be deemed to limit the right of the City to issue Refunding Bonds as provided in this Ordinance, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.11. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 2008 Bonds required by 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 • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. '3 8 a r PAGE 31 See http://www.sec.gov/info/municipal/nrmsir.htm for updated NRMSIR information. (vi) "SID" means a state information depository as operated or designated by the State and recognized by the Securities and Exchange Commission by no-action letter as such for the purposes referred to in the Rule. As of the date of this Ordinance, there is not an SID in the State of Nebraska. (e) Unless otherwise required by law and subject to technical and economic feasibility, the City shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the City's information. (f) (i) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Series 2008 Bonds no longer are Outstanding. This Section 6.11, or any provision hereof, shall be null and void in the event that the City obtains an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Section 6.11, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Series 2008 Bonds, provided that the City shall have provided notice of such delivery and the cancellation of this Section 6.11 to each then existing NRMSIR or the MSRB and the SID, if any. (ii) This Section 6.11 may be amended, without the consent of the Bondholders, but only upon the City obtaining an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Section 6.11 and by the City with the Rule, provided that the City shall have provided notice of such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such amendment shall satisfy, unless otherwise permitted by the Rule,the following conditions: (A) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the obligated person or type of business conducted; (B) This Section 6.11, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (C) The amendment does not materially impair the interests of. Bondholders, as determined either by parties unaffiliated with the City (such as nationally recognized bond counsel), or by approving vote of Bondholders pursuant to the terms of the Ordinance at the time of the amendment. 4813-0033-6898.4 _ OMAHA 08 SPECIAL TAX-Ordinance interest or claims for interest. Nothing herein shall be deemed to limit the right of the City to issue Refunding Bonds as provided in this Ordinance, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.11. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 2008 Bonds required by 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 • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. ' g O"Z r PAGE 32 The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change, if any, in the type of operating data or financial information being provided. (g) Any failure by the City to perform in accordance with this Section 6.11 shall not constitute an Event of Default with respect to the Series 2008 Bonds. 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. ARTICLE VII AMENDING AND SUPPLEMENTING OF ORDINANCE Section 7.1. Amending and Supplementing of Ordinance Without Consent of Holders of Bonds. The City shall not amend or supplement this Supplemental Ordinance except in accordance with Section 3.13 or Section 6.11 hereof, or in accordance with the provisions of this Article VII. The City may from time to time and without the consent of any holder of the Bonds: (i) make any amendments or modifications hereto which may be required to permit this Ordinance to be qualified under the Trust Indenture Act of 1939, as amended; (ii)make any modification or amendment of this Ordinance not inconsistent herewith required for the correction of language or to cure any ambiguity or defective provision, omission, mistake or manifest error herein contained; (iii) make any amendments or supplements hereto to grant to or confer upon the Bondholders' additional rights, remedies, power and authority, or to grant to or confer upon any Bondholders committee or trustee for the Bondholders any additional rights, remedies, power or authority; (iv)make any modification or amendment of this Ordinance as shall be necessary for the provision of a Bond Insurance Policy or Liquidity Facility, as such terms are defined by Appendix A attached to the Original Ordinance; (v)provide for the use of a book-entry system of registration; and(vi)provide for the issuance of coupon bonds. Section 7.2. Amendment of Ordinance With Consent of Holders of Bonds. From time to time the holders of 66-2/3% in principal amount of the Bonds of a Series then Outstanding hereunder, by an instrument or instruments in writing signed by such holders and filed with the City, shall have power to assent to and authorize any modification or amendment that shall be proposed by the City of the provisions of this Ordinance or of the rights and obligations of the City and of the holders of such Bonds, and any action herein authorized to be taken with the assent and authority given as aforesaid of the holders of 66-2/3% in principal amount of such Bonds at the time Outstanding hereunder,shall be binding upon the holders of all of such Bonds Outstanding hereunder and upon the City as fully as though such action were specifically and expressly authorized by the terms of this Ordinance,provided always that, without the consent of the holder of each Bond affected thereby, no such modification shall be made which will (a) extend the time of payment of the principal of or the interest on any Bond or reduce the principal amount thereof or the rate of interest thereon or the premium payable upon the redemption thereof, (b) give to any of said Bonds any preference over any other Bond or Bonds 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ds required by 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 • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 ?D A• r PAGE 33 secured equally and ratably therewith, (c) authorize the creation of any pledge prior to or on a parity with the pledge afforded by this Ordinance, (d) deprive any holder of such Bonds of the security afforded by the pledge of this Ordinance or (e) reduce the percentage in principal amount of such Bonds required to assent to or authorize any such modification to this Ordinance. For the purpose of computations required by this paragraph, Bonds directly or indirectly owned or controlled by the City shall be disregarded. Section 7.3. Effectiveness of Supplemental Ordinance. Upon the adoption (pursuant to this Article and applicable law) by the City of any supplemental ordinance amending or supplementing the provisions of this Ordinance or upon such later date as may be specified in such supplemental ordinance, (i)this Ordinance and the affected Bonds shall be modified and amended in accordance with such supplemental ordinance, (ii)the respective rights, limitations of rights, obligations, duties and immunities under this Ordinance of the City and the holders of the Bonds shall thereafter be determined, exercised and enforced under this Ordinance, subject in all respects to such modifications and amendments and(iii) all of the terms and conditions of any such supplemental ordinance shall be a part of the terms and conditions of the Bonds and of this Ordinance for any and all purposes. ARTICLE VIII THE PAYING AGENT AND REGISTRAR The City hereby appoints First National Bank of Omaha to serve as Paying Agent and Registrar, and approves an Agency Agreement, in substantially the form attached hereto as Exhibit A, with First National Bank of Omaha, setting forth its duties and responsibilities as Paying Agent and Registrar and the compensation therefor, and authorizes and directs the Mayor of the City to execute and deliver such Agency Agreement with such modifications and additions as the Mayor shall approve. ARTICLE IX DEFEASANCE; MONEYS HELD FOR PAYMENT OF DEFEASED BONDS Section 9.1. Discharge of Liens and Pledges; Bonds Deemed To Be No Longer Outstanding Hereunder. If the City shall pay or cause to be paid to the owners of the Bonds the principal and interest to become due thereon at the time and in the manner stipulated therein, and if the City shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Ordinance expressed as to be kept, performed and observed by it or on its part, then these presents and the estate and rights hereby granted shall cease, determine and be void, and thereupon the lien of this Ordinance shall be cancelled and discharged without further action by the City and the Finance Director may apply any balances in any fund or account established hereunder, other than moneys held for the redemption or payment of Bonds, to any lawful purpose of the City as the City Council of the City shall determine. It is specifically understood and agreed that the release of the lien of this Ordinance shall not affect nor cancel the provisions of this Ordinance relating to Bonds issued or the rights of 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance al amount thereof or the rate of interest thereon or the premium payable upon the redemption thereof, (b) give to any of said Bonds any preference over any other Bond or Bonds 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ds required by 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 • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 d a r 0 PAGE 34 owners of the Bonds or the City, which provisions shall continue in full force and effect according to their terms. The City may at any time surrender to the Registrar for cancellation by it any Bonds previously authenticated and delivered hereunder which the City may have acquired in any manner whatsoever, and such Bonds, upon surrender and cancellation, shall be deemed to be paid and retired. For the purpose of this Ordinance, any Bond issued hereunder shall be deemed to be fully discharged and satisfied and no longer Outstanding when: (a) a Bond is cancelled whether by reason of payment or redemption prior to maturity; (b) a Bond is surrendered to the Registrar for cancellation; (c) a Bond for which the payment of the principal of and all interest accrued and to accrue through the due date of payment(regardless of whether such due date arises by reason of maturity, upon redemption or by declaration as provided herein) has been made; such payment will be deemed to have been made when there have been deposited with the Paying Agent or an appropriate fiduciary institution acting as escrow agent sufficient moneys to make such payment or United States Government Obligations maturing, as to principal and interest, in such amount and at such times as will insure the availability of sufficient moneys to make any such payment and all necessary and proper fees, compensation and expenses of the Paying Agent or escrow agent pertaining to such Bond with respect to which such deposit is made have either been paid or payment provided for to the satisfaction of the Paying Agent or escrow agent; provided, however, no deposit of cash or United States Government Obligations shall constitute discharge and satisfaction as to any Bond to be redeemed prior to their maturity unless: (i) such Bond has been irrevocably called or designated for redemption on the first date thereafter on which such Bond may be redeemed in accordance with the provisions of Article IV of this Ordinance; and (ii) proper notice of the redemption of such Bond has been mailed as required by Article IV hereof, or irrevocable provision shall have been made for the mailing of such notice; and (d) a Bond is mutilated, destroyed or lost and, subsequently, a new Bond is issued as provided under Section 3.7 of this Ordinance. At such time as a Bond shall no longer be deemed to be Outstanding hereunder, as provided in this Section, such Bond shall no longer be secured by or entitled to the benefits of this Ordinance except for the purpose of payment from the cash or United States Government Obligations deposited with and held by the Paying Agent or escrow agent for such purpose. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance emption or payment of Bonds, to any lawful purpose of the City as the City Council of the City shall determine. It is specifically understood and agreed that the release of the lien of this Ordinance shall not affect nor cancel the provisions of this Ordinance relating to Bonds issued or the rights of 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance al amount thereof or the rate of interest thereon or the premium payable upon the redemption thereof, (b) give to any of said Bonds any preference over any other Bond or Bonds 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ds required by 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 • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 � D e PAGE 35 Moneys deposited with the Paying Agent or escrow agent under this Section and the proceeds of any United States Government.Obligations held under this Section may be invested and reinvested in United States Government Obligations which mature in the amounts and at the times required to comply with the provisions of this Section. Any income from such investments in excess of the requirements for principal of and interest on any Bond not being Outstanding under the provisions of this Section shall be paid to the City. If cash or United States Government Obligations shall have been deposited with the Paying Agent or escrow agent in accordance with this Section, in trust for the purpose and sufficient and available to pay the principal of any Bond, together with all interest due thereon to the due date thereof or to the date fixed for the redemption thereof, all liability of the City for such payments shall terminate and be discharged, whether or not such Bond shall be presented for payment on the due date, whether at maturity or upon redemption or by declaration, and the Paying Agent or escrow agent shall hold such moneys or United States Government Obligations without liability to the owner of such Bond for interest thereon, in trust for the benefit of the owner of such Bond, who thereafter shall be restricted exclusively to such moneys or United States Government Obligations for any claim for such payment of whatsoever nature on his part, except as is provided in Section 9.2 hereof. Section 9.2. Unclaimed Moneys. In the event any Bonds shall not be presented for payment when the principal thereof becomes due, if funds sufficient to pay such Bonds shall have been made available to the Paying Agent or escrow agent for the benefit of the owners thereof, all liability of the City to the Bondholders for the payment of such Bonds and the interest thereon shall forthwith cease, determine and be completely discharged and thereupon it shall be the duty of the Paying Agent or escrow agent to hold such fund or funds, without liability for interest thereon, for a period of six years after all Bonds shall have matured, for the benefit of the owners of such Bonds, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on their part under this Ordinance or with respect to such Bonds. At the expiration of such period, any unclaimed principal or interest shall be paid to the City and thereafter all claimants shall be restricted exclusively to making claim against the City for such principal or interest. The City shall have no liability for interest on any such funds paid to it and shall not be required to hold such funds in trust nor to, in any manner, segregate such funds on its books. ARTICLE X ENFORCEMENT OF ORDINANCE So long as any of the Bonds are outstanding, each of the obligations, duties, limitations and restraints imposed upon the City by this Ordinance shall be deemed to be a covenant between the City and every holder of said Bonds, and this Ordinance and every provision and covenant hereof, the Act and the Charter shall constitute a contract of the City with every holder from time to time of said Bonds. Any holder of a Bond or Bonds may, by mandamus or other appropriate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. k'o PAGE 36 of all duties required of the City by this Ordinance, by the Charter and by the Act and any other applicable laws of the State of Nebraska. ARTICLE XI MISCELLANEOUS Section 11.1. Benefits of Ordinance Limited to the City and Holders of the Bonds. With the exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be implied from this Ordinance or the Bonds is intended or should be construed to confer upon or give to any person other than the City and the holders of the Bonds any legal or equitable right, remedy or claim under or by reason of or in respect to this Ordinance or any covenant, condition, stipulation, promise, agreement or provision herein contained. This Ordinance and all of the covenants, conditions, stipulations,promises, agreements and provisions hereof are intended to be and shall be for, and inure to the sole and exclusive benefit of, the City and the holders from time to time of the Bonds as herein and therein provided. Section 11.2. No Personal Liability. No officer or employee of the City shall be individually or personally liable for the,payment of the principal of, interest or premium on any Bond. Nothing herein contained shall, however, relieve any such officer or employee from the performance of any duty provided or required by law. Section 11.3. Effect of Saturdays, Sundays and Legal Holidays. Whenever this Ordinance requires any action to be taken on a Saturday, Sunday or legal holiday, such action shall be taken on the first business day occurring thereafter. Whenever in this Ordinance the time within which any action is required to be taken or within which any right will lapse or expire shall terminate on a Saturday, Sunday or legal holiday, such time shall continue to run until midnight on the next succeeding business day. Section 11.4. Partial Invalidity. If any one or more of the covenants or agreements or portions thereof provided in this Ordinance on the part of the City to be performed should be determined by a court of competent jurisdiction to be contrary to law, then such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Ordinance, and the invalidity thereof shall in no way affect the validity of the other provisions of this Ordinance or of the Bonds, but the holders of the Bonds shall retain all the rights and benefits accorded to them hereunder and under any applicable provisions of law. If any provisions of this Ordinance shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or. jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid inany other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. 4813-0033-6898.4 - OMAHA 08 SPECIAL TAX-Ordinance ction or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. r U a r PAGE 37 Section 11.5. Law and Place of Enforcement of This Ordinance. This Ordinance shall be construed and interpreted in accordance with the laws of the State of Nebraska. All suits and actions arising out of this Ordinance shall be instituted in a court of competent jurisdiction in the State of Nebraska, except to the extent necessary for enforcement, by any trustee or receiver appointed by or pursuant to the provisions of this Ordinance, of remedies under this Ordinance. Section 11.6. Effect of Article and Section Headings and Table of Contents. The headings or titles of the several Articles and Sections hereof, and any table of contents appended hereto or to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect of this Ordinance. Section 11.7. Repeal of Inconsistent Ordinance. Any ordinance of the City, and any part of any ordinance or resolution inconsistent with this Ordinance, is hereby repealed to the extent of such inconsistency. Except as supplemented hereby with respect to the issuance and sale of the Series 2008 Bonds and the refunding and redemption of the Series 2002B Bonds, the Original Ordinance remains in full force and effect. Section 11.8. Effectiveness of This Ordinance. All of the Series 2008 Bonds are being issued to refund the Series 2002B Bonds, including costs and expenses relating thereto, and thereby to refinance public improvements in connection with the Redevelopment Project pursuant to the Act; this Ordinance is therefore declared to be administrative (not legislative) in character; and, under Section 2.12 of the City Charter and Rule VII of the Rules adopted by the City Council of the City of Omaha, this Ordinance shall become effective from and after its adoption. INTRODUCED BY COUNCIL MEMBER lalfifed 94---)i APPROVED BY: /14.+24 66)1 3f 13428 MAYOR OF THE CI Y OF OMAHA MAR 1 .1 2008 oco. 4 eCc.1_ G D DATE PASSED ATTEST: 3//1/0, CITY CLE OF THE CITY OF OMAHA APPROVED AS TO FORM: a f Dv/ 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance from the remaining covenants and agreements or portions thereof provided in this Ordinance, and the invalidity thereof shall in no way affect the validity of the other provisions of this Ordinance or of the Bonds, but the holders of the Bonds shall retain all the rights and benefits accorded to them hereunder and under any applicable provisions of law. If any provisions of this Ordinance shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or. jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid inany other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. 4813-0033-6898.4 - OMAHA 08 SPECIAL TAX-Ordinance ction or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. 3 8'0 e PAGE 38 CITY ATTORNEY • • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ned by the facsimile signatures of its Mayor and its City Clerk and to be registered in the office of the City Comptroller by and with the facsimile signature of the City Comptroller, and to have a facsimile of its corporate seal to be imprinted hereon, all as of this first day of April, 2008. (SEAL) CITY OF OMAHA,NEBRASKA By Mayor of the City of Omaha Countersigned: By City Clerk Registered in the Office of the City Comptroller of the City of Omaha, Nebraska By City Comptroller 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ce Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 ORDINANCE EXHIBIT A AGENCY AGREEMENT THIS AGREEMENT made and entered into by and between the City of Omaha, Nebraska (hereinafter referred to as the "City") and First National Bank of Omaha (hereinafter referred to as the "Registrar"). WITNESSETH : WHEREAS, the City has authorized the issuance of $ of its Special Tax Revenue Redevelopment Bonds, Taxable Series 2008 (the "Bonds") by Ordinance No. 35839 passed February 5, 2002 and Ordinance No. passed April_, 2008 (collectively, the "Ordinance") and, requiring the services of a paying agent and registrar for the Bonds, by the Ordinance has appointed the Registrar to perform such services; and WHEREAS, the Registrar is willing to provide services as paying agent and registrar pursuant to the terms of this Agreement in consideration for the compensation described in this Agreement and wishes to accept its appointment by the City under the Ordinance; NOW, THEREFORE,the City and the Registrar do hereby agree as follows: 1. The Registrar agrees that it shall maintain, on behalf of the City, Books of Registry in which the registered owners of the Bonds and their registered addresses shall be duly recorded. 2. The Registrar agrees that it shall serve as paying agent for the City in making the payments of principal and interest falling due on the Bonds. The City shall, not later than one day before each interest and principal payment date on the Bonds, deposit with the Registrar an amount sufficient to make such payment, and the Registrar shall apply such deposit by mailing a check or draft to each of the registered owners of the Bonds as shown on the Books of Registry maintained pursuant to paragraph 1 hereof for the appropriate amounts of principal and interest due on each respective Bond. 3. The Registrar hereby accepts and agrees to perform all duties directed by the Ordinance to be performed by the "Registrar" and the "Paying Agent," as each such term is defined in the Ordinance, and the terms of the Ordinance are hereby incorporated by reference and a copy of the Ordinance is attached hereto. 4. The City shall furnish to the Registrar a sufficient supply of forms in blank of the Bonds to be issued upon transfer or partial redemption, signed by the facsimile signatures of the Mayor or Acting Mayor and City Clerk or Deputy City Clerk and sealed with the City's seal, and.shall renew such supply upon request by the Registrar. 5. The City agrees to pay the Registrar compensation for its services in the amounts and the times shown on the attached Appendix A. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance unenforceable or invalid as applied in any particular case in any jurisdiction or. jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid inany other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. 4813-0033-6898.4 - OMAHA 08 SPECIAL TAX-Ordinance ction or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. 6. Transfers of the Bonds shall be registered and new Bonds issued in replacement thereof, pursuant to the limitations prescribed in the Ordinance, upon surrender to the Registrar of any outstanding Bond accompanied by an assignment for transfer in such manner and form as the Registrar may require and by such assurances as the Registrar shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary signature and, if deemed appropriate by the Registrar, satisfactory evidence of compliance with all applicable laws relating to the collection of taxes. In registering transfers of the Bonds, the Registrar may rely upon the Uniform Commercial Code or any other statutes which in the opinion of counsel protect the Registrar and the City in not requiring complete documentation, in registering bonds without inquiry into adverse claims, in delaying registration for purposes of such inquiry, or in refusing registration where in the Registrar's judgment an adverse claim requires such refusal. 7. Replacement bonds for Bonds damaged, lost or stolen shall be issued by the Registrar upon a duly certified resolution or resolutions in compliance with the requirements of Sections 10-127 to 10-130, Reissue Revised Statutes of Nebraska, 1997, as now existing or as hereafter amended. 8. As provided by law, the Books of Registry maintained by the Registrar shall not be deemed public records and shall be available for inspection solely pursuant to a court order or a subpoena of any governmental agency having jurisdiction to issue such subpoena. 9. At least annually, the Registrar shall give a report to the City accounting for all funds received and disbursements made. The Registrar shall maintain customary records in connection with the exercise of its duties under this Agreement. 10. The Registrar shall indemnify and hold harmless the City from all claims occasioned by any act or omission of the Registrar in connection with this Agreement. Such indemnity shall survive this Agreement. 11. Any corporation or association into which the Registrar may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger; consolidation or transfer to which it is a party, shall, ipso facto, be and become successor Registrar hereunder and vested with all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instruments-or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. • 12. The City shall have the right to remove the Registrar only in the event either of a material breach of the Registrar's duties under this Agreement and the Ordinance or of the occurrence of any designation of a successor as described hereinabove. In such event the City shall have the right to designate a successor and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 tion or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. Registrar hereby agrees that it shall turn over all of its records with respect to the Bonds to any such successor upon request by the City. 13. This Agreement shall terminate when the Bonds have been paid in full. The Registrar shall have no duties with respect to the investment of moneys paid to it under this Agreement and the Ordinance except as may be otherwise agreed between the Registrar and the City. Any deposit of such moneys shall be either fully insured by the Federal Deposit Insurance Corporation or fully secured in the manner required by law for deposit of funds of the City. Any such deposit may be in an account maintained with the Registrar. Unclaimed funds that would escheat to the State of Nebraska shall instead be ' returned to the City. • 14. If any one or more of the covenants or agreements to be performed by either of the parties to this Agreement shall be determined by a court of competent jurisdiction to be unenforceable, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements contained herein and shall in no way effect the validity of the remaining provisions of this Agreement. 15. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. 16. Equal Employment Opportunity Clause. Annexed hereto as Appendix B and made a part hereof of are the equal employment provisions of this Agreement, wherein"Registrar" is referred to as"Contractor." 17. Nondiscrimination. This Registrar shall not in the performance of this Agreement discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age, political or religious opinions, affiliations or national origin. 18. Applicable Law. Parties to this Agreement shall comply with all existing and applicable City ordinances, resolutions, state laws, federal laws and all existing and applicable rules and regulations. Nebraska law will govern the terms of and the performance under this Agreement. 19. Interest of the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City shall have a financial interest, direct or indirect, in any City contract. Any violation of such Section 8.05 with the knowledge of the person or corporation contracting with the City shall render the contract voidable by the Mayor or Acting Mayor or City.Council of the City. 20. Modification. This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein: No agent, employee or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-3 hereinabove. In such event the City shall have the right to designate a successor and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 tion or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. 21. Strict Compliance. All provisions of this Agreement and each and every document that shall be attached hereto shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from authorized representatives of the parties. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-4 rst day of April, 2008. (SEAL) CITY OF OMAHA,NEBRASKA By Mayor of the City of Omaha Countersigned: By City Clerk Registered in the Office of the City Comptroller of the City of Omaha, Nebraska By City Comptroller 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ce Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 22. Notices. For the purposes of notice, including legal service of process, during the term of this Agreement and for the period of any applicable statute of limitations thereafter, the following shall be the authorized representative of the Registrar: First National Bank of Omaha One First National Center Omaha,NE 68102-1596 (402) 341-0500 Attest: CITY OF OMAHA By City Clerk Mayor Date FIRST NATIONAL BANK OF OMAHA, as Paying Agent and•Registrar By Title Approved as to Form: City Attorney 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-5 IAL TAX-Ordinance ce Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 APPENDIX A TO AGENCY AGREEMENT CITY OF OMAHA SPECIAL TAX REVENUE REFUNDING REDEVELOPMENT BONDS TAXABLE SERIES 2008 Initial Services Establish Bond Register (Important: The computerized system has built-in security with back-up files maintained in the Bank's secured area outside of the main building.) Annual Services Maintain Bond Register and maintain inventory of unissued bonds. Record changes of address. Transfer ownership of bonds, including: Examine transfer documents, approve signatures, and approve supporting ,documents, if any, related to-bond transfers. Cancel old bonds; issue, authenticate and deliver new bonds. Send notices to Issuer, approximately 30 days prior to each due date, of amount of principal and/or interest due. Wire transfer funds to The Depository Trust Company on due date. Issue 1099 Interest Forms, if applicable, and send a copy to each holder. Provide such notification to holders as the Agreement requires the Registrar to give in the event of a bond call. Destroy cancelled certificates and provide a Destruction Certificate to the Issuer. Correspond with holders regarding transfer requirements or general inquiries. Fees Initial: $800.00 Annual: $500.00 The above fees do not include postage and other out-of-pocket costs and expenses which will be charged at cost. Special and extraordinary services may be billed based on time and effort. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-6 is referred to as"Contractor." 17. Nondiscrimination. This Registrar shall not in the performance of this Agreement discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age, political or religious opinions, affiliations or national origin. 18. Applicable Law. Parties to this Agreement shall comply with all existing and applicable City ordinances, resolutions, state laws, federal laws and all existing and applicable rules and regulations. Nebraska law will govern the terms of and the performance under this Agreement. 19. Interest of the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City shall have a financial interest, direct or indirect, in any City contract. Any violation of such Section 8.05 with the knowledge of the person or corporation contracting with the City shall render the contract voidable by the Mayor or Acting Mayor or City.Council of the City. 20. Modification. This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein: No agent, employee or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-3 hereinabove. In such event the City shall have the right to designate a successor and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 tion or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. • The above fees are subject to review and adjustment if The Depository Trust Company discontinues services as securities depository. , 2008 • • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-7 of the Registrar: First National Bank of Omaha One First National Center Omaha,NE 68102-1596 (402) 341-0500 Attest: CITY OF OMAHA By City Clerk Mayor Date FIRST NATIONAL BANK OF OMAHA, as Paying Agent and•Registrar By Title Approved as to Form: City Attorney 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-5 IAL TAX-Ordinance ce Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 APPENDIX B TO AGENCY AGREEMENT EQUAL EMPLOYMENT OPPORTUNITY CLAUSE During the performance of this contract,the Contractor agrees as follows: (1) The Contractor shall not discriminate against any employee applicant for employment because of race, religion, color, sex, national origin, or disability as defined by the Americans" With Disabilities Act of 1990 and Omaha Municipal Code Section 13-82. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex or national origin. The Contractor shall take all actions necessary to comply with the Americans With Disabilities Act of 1990 and the Omaha Municipal Code (Chapter 13) including, but not limited to, reasonable accommodation. As used herein, the word "treated" shall mean and include, without limitation, the following: Recruited, whether advertising or by other means; compensated; selected for training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated. The Contractor agrees to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. (2) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin, or disability as recognized under 42 USCS 12101 et seq. (3) The Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of the Contractor's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The Contractor shall furnish to the contract compliance officer all federal forms containing the information and reports required by the federal government for federal contracts under federal rules and regulations, and including the information required by Omaha Municipal Code Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Contract Compliance Officer shall be those which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-8 the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 tion or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. Contractor becomes involved in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving federal assistance, the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. (6) The Contractor shall file and shall cause his subcontractors, if any, to file compliance reports with the Contractor in the same form and to the same extent as required by the federal government for federal contracts under federal rules and regulations. Such compliance reports shall be filed with the Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices, policies, programs and statistics of the Contractor and his subcontractors. (7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Appendix, "Equal Employment Opportunity Clause", and Omaha Municipal Code Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-9 mination clause. (2) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin, or disability as recognized under 42 USCS 12101 et seq. (3) The Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of the Contractor's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The Contractor shall furnish to the contract compliance officer all federal forms containing the information and reports required by the federal government for federal contracts under federal rules and regulations, and including the information required by Omaha Municipal Code Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Contract Compliance Officer shall be those which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-8 the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 tion or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. 0 45,.R MOTION BY COUNCILMEMBER•. I hereby move that Council Document i°No. ,a / , Current Series, be amended in the whole by deleting the existing ordinance and substituting in lieu thereof the attached ordinance. APPRO' D AS TO Fes', M: $1 7?-A"i6"- ITY ATTOR DATE Omaha,NE 68102-1596 (402) 341-0500 Attest: CITY OF OMAHA By City Clerk Mayor Date FIRST NATIONAL BANK OF OMAHA, as Paying Agent and•Registrar By Title Approved as to Form: City Attorney 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-5 IAL TAX-Ordinance ce Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 • ORDINANCE NO. AN ORDINANCE SUPPLEMENTAL TO ORDINANCE NO. 35839 AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF NOT TO EXCEED THREE MILLION DOLLARS ($3,000,000) SPECIAL TAX REVENUE REFUNDING REDEVELOPMENT BONDS, TAXABLE SERIES 2008, OF THE CITY OF OMAHA, NEBRASKA FOR THE PURPOSE OF PAYING ALL OR PART OF THE COST OF REFUNDING AND REDEMPTION OF THE CITY'S $1,830,000 OUTSTANDING AGGREGATE PRINCIPAL AMOUNT SPECIAL TAX REVENUE REDEVELOPMENT BONDS, SERIES 2002B, THE PROCEEDS OF WHICH WERE APPLIED TO PAY COSTS OF THE REMOVAL, RELOCATION, CONSTRUCTION AND INSTALLATION OF PUBLIC IMPROVEMENTS RELATING TO THE REDEVELOPMENT OF THE PROJECT TWO PLAN AREA, THE PROJECT FOUR PLAN AREA AND THE STOCKYARDS EAST REDEVELOPMENT PROJECT AREA; PRESCRIBING THE FORM AND DETAIL OF SAID BONDS; RATIFYING AND CONFIRMING THE CREATION OF A COMMUNITY DEVELOPMENT. AGENCY; PROVIDING FOR THE ANNUAL CERTIFICATION OF THE AMOUNT OF COMMUNITY REDEVELOPMENT TAX TO BE LEVIED FOR EACH SUCCEEDING FISCAL YEAR; PLEDGING THE SPECIAL TAX REVENUES TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS AS THE SAME FALL DUE AND TO CARRY OUT ALL OTHER COVENANTS OF THIS ORDINANCE; LIMITING THE PAYMENT OF SAID BONDS SOLELY TO SAID SPECIAL TAX REVENUES; CREATING AND ESTABLISHING FUNDS AND ACCOUNTS; AUTHORIZING THE SALE OF SAID BONDS BY NEGOTIATION; PROVIDING FOR THE REDEMPTION OF THE SERIES 2002B BONDS; PROVIDING FOR CONTINUING DISCLOSURE; MAKING OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE FOREGOING; PROVIDING FOR AMENDMENTS OF ORDINANCE NO. 35839; AND APPOINTING A PAYING AGENT AND REGISTRAR. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: ARTICLE I FINDINGS AND DETERMINATIONS The Mayor and Council of the City of Omaha hereby find and determine: (a) The City, pursuant to Ordinance No. 35839, passed on February 5, 2002 (the "Original Ordinance"), and Resolution No. 316, adopted on February 12, 2002, issued its $8,670,000 Special Tax Revenue Redevelopment Bonds, Series 2002A (the "Series 2002A Bonds") and its $1,830,000 Special Tax Revenue Redevelopment Bonds, Series 2002B (the "Series 2002B Bonds") for the purposes and as otherwise as set out and provided by the Original Ordinance. (b) The Original Ordinance provides that the City may, by means of a supplemental ordinance, issue Refunding Bonds for the purpose of refunding any 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e to the Contract Compliance Officer shall be those which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-8 the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 tion or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. • ORDINANCE NO. PAGE 2 Series 2002A Bonds or Series 2002B Bonds and paying the expenses of issuing the Refunding Bonds and of effecting the refunding, provided that the new aggregate debt service shall not be greater in any Bond Year than had the Refunding Bonds not been issued. (c) The City has determined that its issuance of refunding bonds to pay the costs of the refunding and redemption of the Series 2002B Bonds, and the refunding and redemption of the Series 2002B Bonds, will result in interest cost savings and savings of related expenses and will mitigate the City's fiscal exposure to municipal bond market dislocations attributable to the downgrade of the Bond Insurer, and that such refunding bonds are "Refunding Bonds"under the Original Ordinance. (d) The City has determined that as required by the ordinances previously adopted by the City in connection with its issuance of the Series 1999 Bonds, the Series 2002A Bonds, the Series 2002B Bonds, the Series 2004 Bonds and the Series 2007 Bonds (each as defined herein) as a condition to the issuance and sale of bonds or other obligations which have, or purport to have, any lien upon the Special Tax Revenues (as defined herein) which is on a parity with or is junior to the Series 1999 Bonds, the Series 2002A Bonds, the Series 2002B Bonds, the Series 2004 Bonds or the Series 2007 Bonds, the Special Tax Revenues available for debt service for the fiscal year ending December 31, 2007 are at least 125% of the maximum annual debt service with respect to the Series 1998 Bonds (as defined herein), the Series 1999 Bonds, the Series 2002A Bonds, the Series 2002B Bonds, the Series 2004 Bonds, the Series 2007 Bonds, the Series 2008 Bonds and all other parity indebtedness to be outstanding immediately after the date of issuance of the Series 2008 Bonds. (e) The City, by authority of Section 18-2101.01, Reissue Revised Statutes of Nebraska, 1997, as amended, previously has created a community development agency consisting of the City's Planning Department for the purpose of exercising all of the power and authority granted to a community development authority in R.R.S.. Sections 18-2101 to 18-2154, inclusive (the "Community Development Law"), and, having created an agency, the City is an authority under the Community Development Law, and has the power to issue bonds for its corporate purposes as provided by Section 18-2124 of the Community Development Law. (f) In order to further the City's interests by achieving interest cost and related savings through the refunding and redemption of the Series 2002B Bonds, it is necessary, expedient and in the best interest of the City that the City, in such capacity and in its capacity as an authority under the Act, issue the Bonds for the corporate purposes of the City, and of the City acting in its capacity as an authority, and to secure the payment of such Bonds by the pledge of its Special Tax Revenues and subject to the conditions and limitations as hereinafter provided. 4813-0033-6898.4 • OMAHA 08 SPECIAL TAX-Ordinance OMAHA 08 SPECIAL TAX-Ordinance A-8 the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 tion or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE3 • ARTICLE II DEFINITIONS Unless the context shall clearly indicate some other meaning or may otherwise require, the terms defined in this Article shall, for all purposes of this Supplemental Ordinance and of any ordinance or other instrument amendatory hereof or supplemental hereto and of any certificate, opinion, instrument or other document herein or therein mentioned, have the meanings herein specified, with the following definitions to be equally applicable to both the singular and plural forms of any terms herein defined and vice versa. Reference is made to Article II of the Original Ordinance for the meanings of capitalized terms not otherwise defined in this Supplemental Ordinance. "Act" means Sections 18-2101 to 18-2154, inclusive, Reissue Revised Statutes of Nebraska, 1997, as amended. "Bond" or "Bonds" means any Bond, some of the Bonds or all of the Bonds of the City issued under and pursuant to the authority of this Ordinance, including the Series 2002A Bonds and Series 2002B Bonds issued pursuant to Section 3.1 of the Original Ordinance at any time Outstanding, Refunding Bonds, if any, issued pursuant to Section 3.13 of the Original Ordinance and Section 3.13 hereof at any time Outstanding, and the Series 2008 Bonds issued as Refunding Bonds pursuant to Section 3.13 of the Original Ordinance and Section 3.1 hereof at any time Outstanding. "Bond Funds" means, collectively, the Series 2002A Bond Fund and the Series 2008 Bond Fund. "Bondholder" or "holder of a Bond"means any person who shall be the registered owner, or his duly authorized attorney-in-fact, representative or assign, of any Bond. "Bond Year" means the period from and including February 1 in one year to and including January 31 in the next succeeding year, provided that the first Bond Year means the period from and including the date the Bonds are issued to and including the next succeeding January 31. "Books of Registry" means the books of registry maintained by.the Registrar pursuant to Section 3.9 herein. "Charter"means the Home Rule Charter of the City of Omaha, 1956, as amended. "City"means the City of Omaha,Nebraska. "Code" means the Internal Revenue Code of 1986, as amended, including the United States Treasury Regulations proposed or in effect with respect thereto and applicable to the Bonds or the use of the proceeds thereof "Council"means the City Council of the City. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance velopment Law. (f) In order to further the City's interests by achieving interest cost and related savings through the refunding and redemption of the Series 2002B Bonds, it is necessary, expedient and in the best interest of the City that the City, in such capacity and in its capacity as an authority under the Act, issue the Bonds for the corporate purposes of the City, and of the City acting in its capacity as an authority, and to secure the payment of such Bonds by the pledge of its Special Tax Revenues and subject to the conditions and limitations as hereinafter provided. 4813-0033-6898.4 • OMAHA 08 SPECIAL TAX-Ordinance OMAHA 08 SPECIAL TAX-Ordinance A-8 the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 tion or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance he • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 4 "Debt Service" means, as of any particular date of computation, with respect to any Bonds and with respect to any period, the aggregate of the amounts to be paid or set aside as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such Bonds. "Finance Director"means the Finance Director of the City. "Fiscal Year" means the 12-month period established by the City or provided by law from time to time as its fiscal year and, as of the date of passage of this Ordinance, is the 12-month period commencing on January 1 of each year and ending on December 31 of such year. "Governmental Obligations" means direct obligations of, or obligations the principal of and the interest on which are unconditionally guaranteed by, the United States of America; "Investment Securities" means any of the following which at the time are legal investments under the laws of the State of Nebraska and the Charter of the City, as amended from time to time, for the moneys held hereunder then proposed to be invested therein: (i) direct and general obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed or assumed by, the United States of America; (ii) obligations of the Federal Land Bank, Federal Home Loan Banks, Federal National Mortgage Association, Federal Intermediate Credit Banks, Federal Banks for Cooperatives, Government National Mortgage Association, International Bank for Reconstruction and Development and Asian Development Bank and direct and general obligations of any agencies of the United States of America not included in the foregoing listing; (iii) direct and general full faith and credit obligations of the State of Nebraska or any political unit in the State of Nebraska, provided that at the time of purchase, such obligations are rated in either of the two highest rating categories (without regard to gradation or numerical modifier) by two nationally recognized bond rating agencies and are legal investments for fiduciaries in Nebraska; (iv) obligations of savings and loan associations and of banks or trust companies to the extent the same are insured by the Federal Deposit Insurance Corporation; (v) shares of open-end, diversified investment companies which invest solely in securities described in clause (i) above; (vi) certificates of deposit of, or guaranteed investment contracts with, any bank, trust company or savings and loan association, if such certificates of deposit or guaranteed investment contracts are collaterally secured by securities of the type described in clauses (i), (ii) and (iii) above held by another bank (including a Federal Reserve 'Bank), trust company or savings and loan association, as escrow agent or custodian, of a market value not less than the amount of the certificates of deposit or guaranteed investment contracts so secured, including interest; and (vii) investment agreements with, or which are guaranteed by, a financial institution which has an unsecured, uninsured and unguaranteed obligation rated, at the time such agreement is entered into, in one of the two highest rating categories by Moody's Investors Service, Inc. or Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation meeting such rating requirements, or is an insurance company or insurance holding company the claims paying ability of which meets such rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 5 • February 1 and August 1 interest payment dates, (b) moneys invested thereunder may be withdrawn without any penalty, premium or charge upon not more than seven days' notice and subject to such limitations as may be expressed by such agreement (provided such notice may be amended or cancelled at any time prior to the withdrawal date), (c)the agreement is not subordinated to 'any other obligations of such financial institution, insurance company or bank, (d) the same guaranteed interest rate will be paid on any future deposits permitted to be made under such investment agreement, and (e) the Trustee receives an opinion of counsel that such agreement is an enforceable obligation of such financial institution, insurance company or bank. "Ordinance" means the Original Ordinance, as supplemented by this Supplemental Ordinance, as from time to time amended or supplemented. "Outstanding," when used with reference to the Bonds, means, as of any date, Bonds theretofore or thereupon issued pursuant to this Ordinance except: (a) any Bonds cancelled by the Registrar or paid on or prior to such date; (b) Bonds in lieu of or in substitution for which other Bonds shall have been or are thereupon being delivered; and (c) Bonds deemed to be no longer Outstanding hereunder as provided in Article IX hereof. "Parity Bonds" means, collectively, the Series 1997A Bonds, the Series 1999 Bonds, the Series 2002A Bonds, the Series 2004 Bonds and the Series 2007 Bonds. "Paying Agent" means First National Bank of Omaha, or any successor paying agent appointed pursuant to Article VIII herein. "Registrar" means First National Bank of Omaha, or any successor registrar appointed pursuant to Article VIII herein. "Series" or"Series of Bonds" or "Bonds of a Series" means all Bonds designated as being of the same series issued and delivered on original issuance in a simultaneous transaction, and any Bonds thereafter delivered in lieu thereof or in substitution therefor pursuant to this Ordinance. "Series 1998 Bonds" means the $3,115,000 aggregate principal amount City of Omaha, Nebraska Riverfront Redevelopment Project No. 1 Special Tax Revenue Refunding Bonds, Series 1998. "Series 1999 Bonds" means the $6,195,000 aggregate principal amount City of Omaha, Nebraska Downtown Northeast Redevelopment Project Special Tax Revenue Bonds, Series 1999. "Series 2002 Bonds" means, collectively, the Series 2002A Bonds and the Series 2002B Bonds. "Series 2002A Bond Fund" means the fund of that name created by Section 5.1 of the Original Ordinance. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance iii) above held by another bank (including a Federal Reserve 'Bank), trust company or savings and loan association, as escrow agent or custodian, of a market value not less than the amount of the certificates of deposit or guaranteed investment contracts so secured, including interest; and (vii) investment agreements with, or which are guaranteed by, a financial institution which has an unsecured, uninsured and unguaranteed obligation rated, at the time such agreement is entered into, in one of the two highest rating categories by Moody's Investors Service, Inc. or Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation meeting such rating requirements, or is an insurance company or insurance holding company the claims paying ability of which meets such rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 6 "Series 2002A Bonds" means the $8,670,000 aggregate principal amount City of Omaha, Nebraska Special Tax Revenue Redevelopment Bonds, Series 2002A, issued pursuant to Section 3.1 of the Original Ordinance. "Series 2002B Bonds" or "Refunded Bonds" means the $1,830,000 aggregate principal amount City of Omaha, Nebraska Special Tax Revenue Redevelopment Bonds, Series 2002B issued pursuant to Section 3.1 of the Original Ordinance and refunded and redeemed as provided in this Supplemental Ordinance. "Series 2004 Bonds" means the $20,325,000 aggregate principal amount City of Omaha, Nebraska Performing Arts. Complex Douglas Street Heritage Development Project Special Tax Revenue Redevelopment Bonds, Series 2004. "Series 2007 Bonds" means the $5,835,000 aggregate principal amount City of Omaha, Nebraska Special Tax Revenue Redevelopment Bonds, 2007 Series and the Special Tax and Tax Allocation Revenue Redevelopment Bonds, Series 2007A and Taxable Series 2007B. "Series 2008 Bond Fund"means the fund of that name created by Section 5.1 herein. "Series 2008 Pro Rata Share" means that portion of Special Tax Revenues and any other available moneys to be deposited in the Series 2008 Bond Fund in any Bond Year determined by multiplying the amount of Special Tax Revenues and other moneys available in such Bond Year for Debt Service by the fraction derived by dividing the Debt Service due in such Bond Year on the Series 2008 Bonds by the aggregate Debt Service due in such Bond Year on all Outstanding Bonds. "Special Tax Revenues" means the proceeds of the special tax levied for community redevelopment purposes in the amount, not to exceed 2.6 cents on each $100 upon the actual value of all the taxable property in the City, except intangible property, annually certified to the City Council by the City, in its capacity as an authority under the Community Development Law, pursuant to Section 18-2107(11) of the Community Development Law. "State"means the State of Nebraska. "Supplemental Ordinance" means this ordinance, which is supplemental to the Original Ordinance, as from time to time amended or supplemented. Unless the context shall clearly indicate otherwise or may otherwise require, in this Supplemental Ordinance words importing persons include firms, partnerships, associations, corporations (public and private), public bodies and natural persons, and also include executors, administrators,trustees, receivers or other representatives. Unless the context.shall clearly indicate otherwise or may otherwise require, in this Supplemental Ordinance (not including in such term wherever used in this paragraph any ordinance supplemental hereto): (i) references to "this Ordinance" are to the Original Ordinance, as supplemented by this Supplemental Ordinance; (ii)references to Articles, Sections and other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a financial institution which has an unsecured, uninsured and unguaranteed obligation rated, at the time such agreement is entered into, in one of the two highest rating categories by Moody's Investors Service, Inc. or Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation meeting such rating requirements, or is an insurance company or insurance holding company the claims paying ability of which meets such rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 7 Articles, Sections and subdivisions of this Supplemental Ordinance as such Articles, Sections and subdivisions may be amended from time to time; (iii)the terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms refer to this Supplemental Ordinance and to this Supplemental Ordinance as a whole and not to any particular section or subdivision hereof'; and (iv)the term "heretofore" means before the time of effectiveness of this Supplemental Ordinance, the word "now" means at the time of effectiveness of this Ordinance, and the word "hereafter" means after the time of effectiveness of this Supplemental Ordinance. ARTICLE III AUTHORIZATION AND ISSUANCE OF BONDS; GENERAL TERMS AND PROVISIONS Section 3.1. Authorization and Purpose of Bonds. Under the authority of, and in full compliance with, the Constitution and laws of the State of Nebraska, including the Act and the Charter, there be and there is hereby ordered issued, for the corporate purposes of the City, and of the City as an authority under the Community Development Law, in the financing and refinancing of the Redevelopment Project and for other purposes related thereto as hereinafter provided, a single issue of Refunding Bonds of the City to be known as "City of Omaha, Nebraska Special Tax Revenue Refunding Redevelopment Bonds, Taxable Series 2008," in the aggregate principal amount, not to exceed $3,000,000, to be fixed by resolution of the Council at the time of the sale of the Series 2008 Bonds. The Series 2008 Bonds shall be in fully registered form without coupons, shall be dated as of April 1, 2008, or such other date as shall be fixed by resolution of the Council, shall be of the denomination of $5,000 each or any integral multiple thereof, shall be numbered from 1 upwards in order of maturity or shall be numbered in any other manner as the Finance Director of the City shall determine, shall bear interest from their date and shall be payable August 1, 2008 and semiannually thereafter on February 1 and August 1 of each year until their payment at such rate or rates of interest per annum as shall be fixed by such resolution of the Council at the time of sale of the Bonds and shall mature serially or as term bonds with annual mandatory sinking fund installments or both, in numerical order on February 1 in each of the years and in the principal amounts and sinking fund installments, if any, as shall be fixed by such resolution of the Council. Section 3.2. Nature of Series 2008 Bonds. The Series 2008 Bonds shall be and are special limited obligations of the City, and of the City in its capacity as an authority under the Community Development Law, and are secured solely by an irrevocable pledge of, and are payable solely as to principal, interest and premium, if any, from, Special Tax Revenues and other funds as hereinafter provided without privilege, priority or distinction as to the lien on the Special Tax Revenues or otherwise of any of the Series 2008 Bonds over any of the other Bonds. There are hereby pledged to the punctual payment of the principal of, premium, if any, and interest on the Series 2008 Bonds and to the security thereof in accordance with their terms and the provisions of this Ordinance, subject only to the provisions of this Ordinance restricting or permitting the application thereof for the purposes and on the terms and conditions set forth in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance surance company or insurance holding company the claims paying ability of which meets such rating requirements, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 8 this Ordinance, (i)the Special Tax Revenues and (ii)the moneys and Investment Securities, if any, deposited in the Series 2008 Bond Fund, and any investment income therefrom. The Series 2008 Bonds shall not in any event be a debt of the City (except in the City's capacity as its authority under the Community Development Law, of the Special Tax Revenues, and other moneys and securities pledged under this Ordinance), the State, nor any of its political - subdivisions and neither the City (except to the extent of the aforesaid pledge), the State nor any of its political subdivisions are liable on them, nor in any event shall the principal of, interest and premium, if any, on the Series 2008 Bonds be payable out of any funds or properties other than those of the City, and of the City acting in its capacity as an authority under the Community • Development Law, as in this Ordinance set forth. Neither the full faith and credit nor the taxing power of the City (except to the extent of the aforesaid), the State or any of its political subdivisions is pledged hereby to secure the payment of the Series 2008 Bonds. The Series 2008 Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither any officials of the City nor any persons executing the Series 2008 Bonds shall be liable personally on the Series 2008 Bonds by reason of their issuance. The Series 2008 Bonds shall be and are equally and ratably secured by an irrevocable pledge of Special Tax Revenues and other funds as provided herein, without priority for number, date of sale, date of execution, date of delivery or otherwise except as expressly provided herein. The validity of the Series 2008 Bonds is not and shall not be dependent upon the performance by any person or persons of their obligations relative to the Redevelopment Project. Nothing in this Ordinance shall preclude: (a) the payment of the Series 2008 Bonds from the proceeds of refunding bonds issued pursuant to law or (b) the payment of the Series 2008 Bonds from any legally available funds, including, without limitation, the proceeds of the sale of any property within the Redevelopment Project Area. Nothing in this Ordinance shall prevent the City from making advances of its own funds, howsoever derived, to any of the uses and purposes mentioned in this Ordinance. Section 3.3. Payment of Bonds;Book-Entry Only Bonds. (a) Principal of and premium, if any, on the Bonds shall be payable upon presentation thereof at the principal office of the Paying Agent in Omaha, Nebraska, or its successor. Payment of interest on the Bonds shall be made by the Paying Agent to the registered owner thereof by check or draft mailed to the registered owner at his address as it appears on the Book of Registry on the record date or at such other address as is furnished to the Paying Agent in writing by such registered owner. The fifteenth day of the month preceding the month in which occurs an interest payment date shall be • the record date for the payment of interest on such interest payment date. The Bonds, the interest thereon and any premiums upon the redemption thereof prior to maturity shall be payable in coin or currency of the United States of America which at the time of such payment is legal tender for public and private debts. (b) The Series 2008 Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each maturity of each series thereof in the aggregate 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nts, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 9 principal amount of the Series 2008 Bonds and in substantially the form set forth in Section 3.5 hereof, registered in the bond registration books maintained by the Registrar in the name of a nominee of The Depository Trust Company, New York, New York, and its successors and assigns (the "Securities Depository"). When Series 2008 Bonds are so registered in accordance with this Section 3.3, the following provisions shall apply: (i) The City and the Registrar shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which the Securities Depository holds Series 2008 Bonds as securities depository (each, a "Bond Participant") or to any person who is an actual purchaser of a Series 2008 Bond from a Bond Participant while the Series 2008 Bonds are in book-entry form (each, a "Beneficial Owner") with respect to the following: (A) the accuracy of the records of the Securities Depository, any nominees of the Securities Depository or any Bond Participant with respect to any ownership interest in the Series 2008 Bonds; (B) the delivery to any Bond Participant, any Beneficial Owner or any other person, other than the Securities Depository, of any notice with respect to the Series 2008 Bonds, including any notice of redemption; or (C) the payment to any Bond Participant, any Beneficial Owner or any other person, other than the Securities Depository, of any amount with respect to the Series 2008 Bonds. The Paying Agent shall make payments with respect to the Series 2008 Bonds only to or upon the order of the Securities Depository or its nominee, and all such payments shall be valid and effective fully to satisfy and discharge the obligations with respect to such Series 2008 Bonds to the extent of the sum or sums so paid. No person other than the Securities Depository shall receive an authenticated Bond. (ii) Upon receipt by the Registrar of written notice from the Securities Depository to the effect that the Securities Depository is unable or unwilling to discharge its responsibilities, the Registrar shall issue, transfer and exchange Series 2008 Bonds requested by the Securities Depository in appropriate amounts. Whenever the Securities Depository requests the Registrar to do so, the Registrar will cooperate with the Securities Depository in taking appropriate action after reasonable notice (a)to arrange, with the prior written consent of the City, for a substitute securities depository willing and able upon reasonable and customary terms to maintain custody of the Series 2008 Bonds or (b)to make available Series 2008 Bonds registered in whatever name or names the Beneficial. Owners transferring or exchanging such Series 2008 Bonds shall designate. (iii) If the City determines that it is desirable that certificates representing the Series 2008 Bonds be delivered to Series 2008 Bondholders and so notifies the Registrar in writing, the Registrar shall so notify the Securities Depository, whereupon the Securities Depository will notify the Bond Participants of the availability through the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance erica which at the time of such payment is legal tender for public and private debts. (b) The Series 2008 Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each maturity of each series thereof in the aggregate 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nts, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 10 • Securities Depository of bond certificates representing the Series 2008 Bonds. In such event, the Registrar shall issue, transfer and exchange bond certificates representing the Series 2008 Bonds as requested by the Securities Depository in appropriate amounts and in authorized denominations. (iv) So long as any Series 2008 Bond is registered in the name of the Securities Depository or any nominee thereof, all payments with respect to such Series 2008 Bond and all notices with respect to such Series 2008 Bond shall be made and given, respectively, to the Securities Depository as provided in the Letter of Representations, as hereinafter defined. (v) Registered ownership of the Series 2008 Bonds may be transferred on the books of bond registration maintained by the Registrar, and the Series 2008 Bonds may be delivered in physical form to the following: (A) any successor Securities Depository or its nominee; and (B) any person, upon (1) the resignation of the Securities Depository from its functions as depositary or (2) termination of the use of the Securities Depository pursuant to this Section. The City has previously entered into a Blanket Issuer Letter of Representations (the "Letter of Representations") with the'Securities Depository pursuant to Ordinance No. 33714. Section 3.4. Execution of Bonds. The Series 2008 Bonds shall be signed by the facsimile signature of the Mayor, countersigned by the facsimile signature of the City Clerk, registered by and with the facsimile signature of the City Comptroller of the City, and shall have imprinted thereon a facsimile of the seal of the City. If any City official whose facsimile signature appears on the Series 2008 Bonds ceases to be such official before delivery of the Series 2008 Bonds, his signature is as effective as if he had remained in office. Section 3.5. Form of Bonds. The Series 2008 Bonds, the Registrar's Certificate of Authentication and the instrument of assignment shall be in substantially the forms set forth in this Section, with,necessary or appropriate variations, omissions and insertions as are incidental to their Series, numbers, denomination, maturities, interest rate or rates, redemption provisions, tax exemption and other details thereof and of their form or as are otherwise permitted or required by law or by this Ordinance. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance written consent of the City, for a substitute securities depository willing and able upon reasonable and customary terms to maintain custody of the Series 2008 Bonds or (b)to make available Series 2008 Bonds registered in whatever name or names the Beneficial. Owners transferring or exchanging such Series 2008 Bonds shall designate. (iii) If the City determines that it is desirable that certificates representing the Series 2008 Bonds be delivered to Series 2008 Bondholders and so notifies the Registrar in writing, the Registrar shall so notify the Securities Depository, whereupon the Securities Depository will notify the Bond Participants of the availability through the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance erica which at the time of such payment is legal tender for public and private debts. (b) The Series 2008 Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each maturity of each series thereof in the aggregate 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nts, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 11 (FORM OF SERIES 2008 BOND) United States of America State of Nebraska County of Douglas City of Omaha SPECIAL TAX REVENUE REFUNDING REDEVELOPMENT BOND Taxable Series 2008 REGISTERED REGISTERED No. INTEREST RATE MATURITY DATE CUSIP REGISTERED OWNER: PRINCIPAL SUM: The City of Omaha, a municipality in the County of Douglas and the State of Nebraska (the "City"), and, insofar as it relates to the Special Tax Revenues, for value received, hereby promises to pay to the Registered Owner (named above) or registered assigns, but solely from the Special Tax Revenues and other moneys and securities hereinafter mentioned and not otherwise, the Principal Sum (specified above) on the Maturity Date (specified above) (subject to the right of prior redemption hereinafter mentioned) upon presentation and surrender of this Bond at the principal office of First National Bank of Omaha, as Paying Agent and Registrar, or the principal office of its successor as Paying Agent, and to pay interest on said Principal Sum, but solely out of said Special Tax Revenues and other moneys and securities hereinafter mentioned and not otherwise, by check or draft mailed to the person in whose name this Bond is registered as of the fifteenth day of the month preceding the month in which occurs each interest payment date in the bond registration books kept and maintained by the Registrar, from the date hereof until the payment of said Principal Sum in full, at the Interest Rate (specified above), such interest to the maturity hereof being payable on August 1, 2008 and semiannually thereafter on the first days of February and August in each year. The principal of, premium, if any, and interest on this Bond are payable in coin or currency of the United States of America which at the time of such payment is legal tender for payment of public and private debts. REFERENCE IS MADE TO FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF; SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET. FORTH AT THIS PLACE. The Bonds issued under the Ordinance are special limited obligations of the City and, insofar as it relates to the Special Tax Revenues, of the City acting in its capacity as an authority under the Act, payable as to principal, premium, if any, and interest solely from and are equally and ratably secured solely by the Special Tax Revenues and other moneys and securities pledged 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance terms to maintain custody of the Series 2008 Bonds or (b)to make available Series 2008 Bonds registered in whatever name or names the Beneficial. Owners transferring or exchanging such Series 2008 Bonds shall designate. (iii) If the City determines that it is desirable that certificates representing the Series 2008 Bonds be delivered to Series 2008 Bondholders and so notifies the Registrar in writing, the Registrar shall so notify the Securities Depository, whereupon the Securities Depository will notify the Bond Participants of the availability through the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance erica which at the time of such payment is legal tender for public and private debts. (b) The Series 2008 Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each maturity of each series thereof in the aggregate 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nts, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 12 under the Ordinance, all on the terms and conditions set forth in the Ordinance. Special Tax Revenues represent the proceeds of the special tax levied for community redevelopment purposes in the amount, not to exceed 2.6 cents on each $100 upon the actual value of all the taxable property in the City, except intangible property, annually certified to the City Council by the City, in its capacity as an authority under the Act, pursuant to Section 18-2107(11) of the Act. The pledge of the Special Tax Revenues is subordinate to that made by the City with respect to its $3,115,000 Riverfront Redevelopment Project No. 1 Special Tax Revenue Refunding Bonds, Series 1998 and on a parity with those made by the City with respect to its $8,500,000 Tax Allocation and Special Tax Revenue Redevelopment Bonds, Series 1997A, its $6,195,000 Downtown Northeast Redevelopment Project Special Tax. Revenue Bonds, Series 1999, its $8,670,000 Special Tax Revenue Redevelopment Bonds, Series 2002A, its $20,325,000 Performing Arts Complex Douglas Street Heritage Development Project Special Tax Revenue Redevelopment Bonds, Series 2004 and its $5,835,000 Special Tax Revenue Redevelopment Bonds, 2007 Series and Special Tax and Tax Allocation Revenue Redevelopment Bonds, Series 2007A and Taxable Series 2007B. • The principal of, premium, if any, and interest on the Bonds shall not be payable from the general funds of the City, nor shall the Bonds constitute a legal or equitable pledge, charge, lien, security interest or encumbrance upon any of the property or upon any of the income, receipts or revenues of the City, except the Special Tax Revenues and other moneys and securities pledged under the Ordinance. Neither this Bond nor the Bonds of the series of which it is one are a debt of the City within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City or impose any general liability upon the City, and the.City shall not be liable for the payment thereof or hereof out of any funds of the City other than the Special Tax Revenues, which Special Tax Revenues have been and hereby - are pledged by the City (acting in its capacity as an authority under the Act in the case of the Special Tax Revenues) to the punctual payment of the principal of and interest on this Bond and the series of which it is one in accordance with the provisions of the Ordinance. This Bond shall not be valid or obligatory unless the Certificate of Authentication herein shall have been manually signed by an authorized officer of the Registrar. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Bond and the series of which it is one have happened, do exist and have been performed in regular and due time, form and manner, that this Bond and the series of which it is one do not exceed any constitutional or statutory or charter limitation on indebtedness and that provision has been made for the payment of the principal of and interest on this Bond and the series of which it is one as provided in the Ordinance. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance public and private debts. (b) The Series 2008 Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each maturity of each series thereof in the aggregate 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nts, provided (a) interest is paid or credited at least semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 13 IN WITNESS WHEREOF, the City of.Omaha,Nebraska, by its City Council, has caused this Bond to be signed by the facsimile signatures of its Mayor and its City Clerk and to be registered in the office of the City Comptroller by and with the facsimile signature of the City Comptroller, and to have a facsimile,of its corporate seal to be imprinted hereon, all as of this first day of April, 2008. (SEAL), CITY OF OMAHA,NEBRASKA By Mayor of the City of Omaha Countersigned: By City Clerk Registered in the Office of the City Comptroller of the City of Omaha, . Nebraska By City Comptroller 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Ordinance ce Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 ORDINANCE NO. PAGE 14 (FORM OF REVERSE OF BOND) [The Bonds of the series of which this Bond is one shall not be subject to redemption prior to their stated maturities.] [Insert optional redemption provisions, if any.] [Insert mandatory sinking fund redemption provisions, if any.] [If this Bond is redeemable and shall be called for redemption in whole or in part, notice of the redemption hereof, specifying the series designation, date, number and maturity of this Bond, the date fixed for its redemption and the premium, if any, payable upon such redemption, shall be mailed by the City, postage prepaid, not less than 30 days prior to the redemption date, by registered or certified mail,to the Registered Owner of this Bond in whose name such Bond is registered as of a record date, which shall be 45 days prior to the redemption date, at his last address as it appears on the bond registration books maintained by the Registrar. Notice of redemption shall also be given by publication of such notice once in a daily newspaper printed in the English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in the City of New York, New York, or, in lieu of such publication in The Bond Buyer, such notice shall be published in at least one daily newspaper printed in the English language and customarily published on each business day and of general circulation in either of the cities of Chicago, Illinois or New York, New York, the date of publication of such notice in any case to be at least 30 days prior to the date fixed for redemption; provided, however, that, if notice of the redemption is mailed as aforesaid, notice of redemption by publication need not be given, and if notice is given by publication as aforesaid, neither failure to so mail such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of the Bonds to be redeemed. If such notice shall have been given and payment hereof duly made or provided for, interest hereon shall cease from and after the date so specified for the redemption hereof If this Bond be of a denomination in excess of $5,000, portions of the Principal Sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and if less than all of the Principal Sum hereof is to be redeemed, in such case, upon the surrender of this Bond at the principal office of the Registrar, there shall be issued to the Registered Owner, without charge therefor, for the then unredeemed balance of the Principal Sum hereof, a Registered Bond or registered Bonds of like series, maturity and interest rate in the denomination of$5,000 or any integral multiple of$5,000.] The Bonds of the series of Bonds of which this Bond is part are issuable as fully registered bonds without coupons in the denomination of $5,000 and any integral multiples thereof Subject to the limitations and upon payment of the charges, if any, provided for in the Ordinance (as hereinafter defined), Bonds may be exchanged at the principal office of the Registrar or at the principal office of its successor as Registrar for a like aggregate principal amount of registered Bonds of other authorized principal sums and of the same series, interest rate and maturity. This Bond shall be transferable by the Registered Owner or his agent duly authorized in writing at the principal office of the Registrar upon surrender and cancellation of this Bond, and 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance semi-annually at a fixed rate during the entire term of the agreement, consistent with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 15 thereupon a new Bond or Bonds of a like aggregate principal amount and of the same series, interest rate and maturity will be issued to the transferee upon payment of the transfer charge, if any. The City and the Registrar may treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment hereof and for all other purposes and shall not be affected by any notice to the contrary, whether this Bond be overdue or not. This Bond is one of an authorized issue of Bonds of like designation herewith aggregating Dollars ($ ) in principal amount issued by the City, and in its capacity as an authority under the Act, under the authority of and in full compliance with the Constitution and statutes of the State of Nebraska, including particularly Reissue Revised Statutes of Nebraska, 1997, Sections 18-2101 to 18-2154, as amended (the "Act"), and the Home Rule Charter of the City, and under and pursuant to Ordinance No. 35839 duly passed by the Council of the City on February 5, 2002 and Ordinance No. duly passed by the Council of the City on April _, 2008 (collectively, the "Ordinance"). The Bonds are of varying denominations, maturities, interest rates and other provisions as provided in the Ordinance, and were issued for the purpose of refunding the City's Special Tax Revenue• Redevelopment Bonds, Series 2002B (the "Series 2002B Bonds") dated February 28, 2002 and outstanding on April 1, 2008 in the aggregate principal amount of$1,830,000. This Bond and the Bonds of the series of which it is one constitute a duly authorized issue of Refunding Bonds (herein referred to as the "Bonds") issued, or to be issued, under and as provided in the Ordinance, for the purpose of financing the cost of refunding and redeeming the Series 2002B Bonds, including costs and expenses relating thereto. The Series 2002B Bonds were issued for the purpose of financing part of that portion of the cost of the construction, acquisition, site preparation and installation of certain public street, utility and other improvements constituting the Redevelopment Project (as such term is defined in the Ordinance) for which the City is responsible at or in the vicinity of Capitol Avenue in downtown Omaha, Nebraska, and in the former Omaha stockyards in Southeast Omaha, Nebraska, and to carry out the City's corporate purposes and powers in connection therewith. Reference is hereby made to the Ordinance, copies of which are on file in the office of the Registrar, and to all of the provisions of which any holder of this Bond by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Bonds issued under the Ordinance, including this Bond; the Special Tax Revenues and other moneys and securities pledged to the payment of the principal of and interest on the Bonds issued thereunder; the nature and extent and manner of enforcement of the pledge; the conditions upon which Bonds for the purpose of refunding may hereafter be issued thereunder, payable on a parity from such the Special Tax Revenues and other moneys and securities and equally and ratably secured therewith; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the holders of the Bonds; the rights, duties and obligations of the City, the Paying Agent and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Bond, and this Bond thereafter no longer be secured by the Ordinance or be deemed to be outstanding thereunder if moneys or certain specified securities shall have been deposited in an amount sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 16 (FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds delivered pursuant to the within-mentioned proceedings. FIRST NATIONAL BANK OF OMAHA, Registrar By Authorized Officer Dated: (FORM OF ASSIGNMENT) For value received, the undersigned, , hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) the within-mentioned bond and all rights thereunder and hereby irrevocably constitutes and appoints attorney-in-fact to transfer the same on the Books of Registry in the office of the within-mentioned Registrar with full power of substitution in the premises. Dated: Registered Owner NOTE: The signature to this assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. . 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance issued, under and as provided in the Ordinance, for the purpose of financing the cost of refunding and redeeming the Series 2002B Bonds, including costs and expenses relating thereto. The Series 2002B Bonds were issued for the purpose of financing part of that portion of the cost of the construction, acquisition, site preparation and installation of certain public street, utility and other improvements constituting the Redevelopment Project (as such term is defined in the Ordinance) for which the City is responsible at or in the vicinity of Capitol Avenue in downtown Omaha, Nebraska, and in the former Omaha stockyards in Southeast Omaha, Nebraska, and to carry out the City's corporate purposes and powers in connection therewith. Reference is hereby made to the Ordinance, copies of which are on file in the office of the Registrar, and to all of the provisions of which any holder of this Bond by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Bonds issued under the Ordinance, including this Bond; the Special Tax Revenues and other moneys and securities pledged to the payment of the principal of and interest on the Bonds issued thereunder; the nature and extent and manner of enforcement of the pledge; the conditions upon which Bonds for the purpose of refunding may hereafter be issued thereunder, payable on a parity from such the Special Tax Revenues and other moneys and securities and equally and ratably secured therewith; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the holders of the Bonds; the rights, duties and obligations of the City, the Paying Agent and the Registrar thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Bond, and this Bond thereafter no longer be secured by the Ordinance or be deemed to be outstanding thereunder if moneys or certain specified securities shall have been deposited in an amount sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance OMAHA 08 SPECIAL TAX-Ordinance 033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 17 Section 3.6. Certificate of Authentication. Only such Bonds as shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Section 3.5 hereto, duly manually executed by an authorized officer of the Registrar, shall be entitled to any right or benefit under this Ordinance. The Finance Director shall direct the Registrar to authenticate the Series 2008 Bonds, and no Series 2008 Bond shall be valid or obligatory for any purpose unless and until such Certificate of Authentication endorsed on each Series 2008 Bond shall have been manually executed by an authorized officer of the Registrar, and such executed Certificate shall be conclusive evidence that such Bond has been authenticated under this Ordinance. Section 3.7. Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is mutilated, lost, stolen or destroyed, the City, if permitted by law, shall execute, and the Registrar may authenticate and deliver, a new Bond of the same Series and of like date, tenor, maturity and denomination as the Bond mutilated, lost, stolen or destroyed, provided that in all cases there shall first be furnished to the Registrar and the City indemnity and evidence of ownership of such Bond satisfactory to each of them and in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the Registrar evidence of such loss, theft or destruction satisfactory to it. In the event any such mutilated, lost, stolen or destroyed Bond shall have matured, or would have matured within 90 days, or has been called for redemption and the redemption date has arrived or will arrive within 90 days, instead of issuing a substitute Bond, the Registrar, upon being furnished with indemnity and evidence of mutilation, loss, theft or destruction, as aforesaid, may pay the same without surrender thereof. The Registrar and the City may charge the holder or owner of such Bond with their reasonable fees and expenses in this connection. Any Bond issued under the provisions of this Section shall be equally and proportionately entitled in accordance with its terms to the security and benefits of this Ordinance with the Bonds then Outstanding. All mutilated Bonds surrendered pursuant to this Section shall be cancelled and not reissued. Section 3.8. Temporary Bonds. Until the definitive Bonds of any Series are prepared, the City may execute and, upon the request of the City, the Registrar shall authenticate and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued in denominations of$5,000 or any integral multiple thereof authorized by the City, and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The City, at its own expense, shall prepare and execute and, upon the surrender of such temporary Bonds for exchange and the cancellation of such surrendered temporary Bonds, the Registrar shall authenticate and, without charge to the holder thereof, deliver in exchange therefor, definitive Bonds of the same aggregate principal amount and Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds authenticated and issued pursuant to this Ordinance. If the City shall authorize the issuance of temporary Bonds, the holder of any temporary Bond or Bonds may, at its option, surrender the same to the Registrar in exchange for another temporary Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 18 Registrar shall authenticate and, in exchange for the temporary Bond or Bonds so surrendered and upon payment of the taxes, fees and charges provided for in Section 3.9, shall deliver a temporary Bond or Bonds of like aggregate principal amount, Series and maturity in such other authorized denomination or denominations as shall be requested by such owner. All temporary Bonds surrendered in exchange either for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Registrar. Section 3.9. Registration and Transfer of Bonds. At all times while any Bond remains Outstanding and unpaid, the Registrar shall keep or cause to be kept at its principal corporate office Books of Registry for the registration, exchange and transfer of Bonds. Upon presentation at its principal corporate office for any such purpose, the Registrar, under such reasonable regulations as it may prescribe, shall register, exchange or transfer, or cause to.be registered, exchanged or transferred, on the Books of Registry, the Bonds as set forth below. The Books of Registry shall at all times be open for inspection by the City or its duly authorized agent or representative. Any Bond may be exchanged at the principal corporate trust office of the Registrar for a like aggregate principal amount of such Bonds in other authorized principal sums of the same Series, interest rate and maturity. Any Bond may be transferred upon the Books of Registry by the person in whose name it is registered, in person or by his duly authorized agent, upon surrender of such Bond to the Registrar for cancellation, accompanied by a written instrument of transfer duly executed by the holder in person or by his duly authorized agent, in form satisfactory to the Registrar. No transfer or exchange of Bonds shall be required to be made during the 15 days next preceding an interest payment date for such Bonds or during the 45 days next preceding the date fixed for redemption of such Bonds. Whenever any Bond shall be surrendered for transfer or exchange at the principal corporate trust office of the Registrar, the Registrar shall authenticate (and send by registered mail to the new holder thereof at his request, risk and expense), in the name of the transferee or transferees, a new duly executed Bond or Bonds of the same Series, interest rate and maturity and for a like aggregate principal sum, dated so that there shall result no gain or loss of interest as a result of such transfer, registered on the Books of Registry in such manner as the holder or transferee, as the case may be, may request. All transfers pursuant to this Section shall be made without expense to the holder of such Bonds, except that the Registrar shall require the payment by the holder of the Bond requesting such transfer of any tax or other governmental charges required to be paid with respect to such transfer. All Bonds surrendered pursuant to this Section shall be cancelled. Section 3.10. CUSIP Identification Numbers. CUSIP identification numbers may be printed on the Bonds of any Series, but no such number shall constitute a part of any Bond or a part of the contract evidenced thereby, and no liability shall attach to the City or any officer or agent thereof(including the Paying Agent and Registrar) by reason of said CUSIP identification numbers or any use made thereof(including any use thereof by the City, any such officer or any such agent) or by reason of any inaccuracy, error or omission with respect thereto or in such use. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance If the City shall authorize the issuance of temporary Bonds, the holder of any temporary Bond or Bonds may, at its option, surrender the same to the Registrar in exchange for another temporary Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 19 Section 3.11. Sale of Bonds. The Finance Director is hereby authorized to negotiate with underwriters for the sale of the Series 2008 Bonds on or before the six-month anniversary of this Supplemental Ordinance; provided,'however, that the terms and provisions of the contract of purchase of the Series 2008 Bonds, and of any ancillary agreements, and of any supplements to this Ordinance, as shall be required by virtue of such negotiations, and the execution and delivery thereof by or on behalf of the City, shall be subject to approval by resolution of the City Council. The City Clerk is hereby authorized to prepare transcripts of the proceedings, documents and opinions relevant to the authorization and issuance of the Series 2008 Bonds. Section 3.12. Application of Bond Proceeds. The proceeds derived from the sale of the Series 2008 Bonds, including any premium received upon the sale thereof and the interest, if any, accrued thereon from their date to the date of delivery and payment therefor, shall be applied as follows: (a) an amount equal to the interest accrued on the Series 2008 Bonds from the date thereof to the date of delivery thereof and payment therefor shall be deposited in the Series 2008 Bond Fund created under Section 5.1 herein and credited to the Bond Interest Account therein; (b) an amount equal to (i)the amount, if any, of the termination payment by the City to the Swap Counterparty, as calculated pursuant to the Swap Agreement, upon the City's termination of the Swap Agreement and (ii)the amount of the City's other lawful costs and expenses incurred in connection with the refunding and redemption of the Series 2002B Bonds and the issuance and sale of the Series 2008 Bonds shall be deposited in the Redemption Fund created under Section 5.1 herein, and credited to the Redemption Expenses Account therein; and (c) the balance of the proceeds of the sale of the Series 2008 Bonds shall be deposited in the Redemption Fund and credited to the Redemption Price Account, and applied to the payment of the redemption price of the Refunded Bonds. Section 3.13. Refunding Bonds. The City, by means of a supplemental ordinance and without the consent of the Bondholders, may issue Refunding Bonds as follows: (a) Refunding Bonds may be issued for the purpose of refunding (including by purchase) within one year prior to maturity any Bond for the payment of which sufficient Special Tax Revenues are not available. Any Refunding Bond issued for such purpose shall mature not earlier than the latest stated maturity of any Bond not refunded to be Outstanding after such refunding. (b) Refunding Bonds may be issued at any time for the purpose of refunding (including by purchase) at any time any Bonds, including amounts to pay principal, redemption premium and interest to the date of maturity or redemption (or purchase) and the expenses of issuing the Refunding Bonds and of effecting such refunding, provided that the Debt Service on all Bonds to be Outstanding after the issuance of the Refunding Bonds shall not be greater in any Bond Year in which Bonds not refunded shall remain 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance uding the Paying Agent and Registrar) by reason of said CUSIP identification numbers or any use made thereof(including any use thereof by the City, any such officer or any such agent) or by reason of any inaccuracy, error or omission with respect thereto or in such use. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance If the City shall authorize the issuance of temporary Bonds, the holder of any temporary Bond or Bonds may, at its option, surrender the same to the Registrar in exchange for another temporary Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 20 Outstanding than would have been the Debt Service in such Bond Year were such refunding not to occur. Section 3.14. Amendment of Original Ordinance. (a) The first sentence of Section 7.1 of the Original Ordinance is hereby amended in accordance with Section 7.1(ii) thereof"to cure an ambiguity" to read as follows: "The City shall not amend or supplement this Ordinance except in accordance with the provisions of Section 3.13 hereof or Section 6.12 hereof, or in accordance with the provisions of this Article VII." (b) The first sentence of Section A4.01 of the Original Ordinance is hereby amended, in accordance with Section 7.2 of the Original Ordinance effective as of the date that there is filed with the City an instrument or instruments in writing signed by the holders of at least 66-2/3% in principal amount of the Outstanding Series 2002B Bonds assenting to and authorizing such amendment, to read as follows: "Prior to the Fixed Rate Conversion Date, the Series 2002B Bonds not in a Term Rate Period may be redeemed prior to their maturity, at the option of the City, in whole or in part (and, if in part, by the redemption of the Liquidity Provider Bonds first and thereafter selected by the Paying Agent by lot) from time to time, on any Repurchase Date applicable to a particular Series 2002B Bond during a Flexible Rate Period or on any date during a Variable Rate Period, at the principal amount of the Series 2002B Bonds to be redeemed and without premium; provided, however, in the event of a partial redemption of the Series 2002B Bonds bearing interest at a Variable Rate, the aggregate principal amount so redeemed is at least the minimum Authorized Denomination, and the aggregate principal amount of the Series 2002B Bonds to remain outstanding following such partial redemption is not less than the minimum Authorized Denomination." ARTICLE IV REDEMPTION OF BONDS Section 4.1. Optional Redemption of Series 2008 Bonds. In conjunction with the negotiation of the sale of the Series 2008 Bonds pursuant to Section 3.11 herein, the Finance Director is hereby authorized to negotiate terms providing for the redemption of the Series 2008 Bonds or a portion thereof at the option of the City. The terms of such optional redemption, if any, shall be subject to the approval of and shall be fixed by resolution of the Council, which resolution shall fix redemption periods to commence no later than the fourth anniversary of the date of the Series 2008 Bonds, and related redemption premiums of not greater than two percent of the principal amount of Series 2008 Bonds redeemed. The Series 2008 Bonds so called for any such optional redemption shall be redeemed in whole or in part at any time, in inverse order of their maturities, at the principal amount thereof(or the portion of the principal amount thereof to be redeemed), plus the applicable premium, if any, plus accrued interest to the date fixed for redemption. In the event that at any time less than all the Series 2008 Bonds of any given maturity are called for redemption, the Series 2008 Bonds (or portions thereof) of such maturity to be redeemed shall be selected by lot (or in such other manner as the City may select). Section 4.2. Mandatory Sinking Fund Redemption of Series 2008 Bonds. In conjunction with the negotiation of the sale of the Series 2008 Bonds pursuant to Section 3.11 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • ny inaccuracy, error or omission with respect thereto or in such use. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance If the City shall authorize the issuance of temporary Bonds, the holder of any temporary Bond or Bonds may, at its option, surrender the same to the Registrar in exchange for another temporary Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 21 herein, the Finance Director is hereby authorized to negotiate the terms of a mandatory sinking fund redemption of the Series 2008 Bonds or a portion thereof. The terms of such mandatory sinking fund redemption, if any, shall be subject to the approval of and shall be fixed by resolution of the Council, which resolution shall specify the maturity or maturities of the Series 2008 Bonds subject to mandatory sinking fund redemption and the principal amount and date of each mandatory sinking fund redemption. The mandatory sinking fund redemption price shall be par without premium and the City shall select the Series 2008 Bonds for mandatory sinking fund redemption by lot (or in such other manner as the City may select). To the extent the Series 2008 Bonds have been previously called for redemption in part and otherwise than from the sinking fund, if any, each related annual sinking fund payment for the Series 2008 Bonds shall be reduced by the amount obtained by multiplying the principal amount of such Bonds so called for redemption, by the ratio which each annual sinking fund payment for the Series 2008 Bonds bears to the total sinking fund payments of such Bonds subject to mandatory sinking fund redemption, and by rounding each sinking fund payment to the nearest $5,000 multiple. In case a Series 2008 Bond subject to mandatory sinking fund redemption is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed, but Series 2008 Bonds shall be redeemed only in the principal amount of$5,000 each or any integral multiple thereof. On or before the 30th day prior to each such mandatory sinking fund payment date, the City shall proceed to select for redemption (by lot in such manner as the City shall determine) from all outstanding Series 2008 Bonds subject to mandatory sinking fund redemption a principal amount of such Bonds, equal to the aggregate principal amount of such Bonds redeemable with the required sinking fund payment, and shall call such Bonds or portions thereof($5,000 or any integral multiple thereof) for redemption from such sinking fund on the next February 1, and give notice of such call as provided by Section 4.3 herein. Section 4.3. Notice and Effect of Redemption. If any Series 2008 Bond (or portion thereof in installments of $5,000 or any integral multiple thereof) is to be redeemed, notice of redemption specifying the series designation, date, numbers and maturities of the Series 2008 Bonds to be redeemed, the date fixed for their redemption and the premium, if any, payable upon such redemption shall be mailed by the City, postage prepaid, not less than 30 days prior to the redemption date, by registered or certified mail, to the holder of any of such Series 2008 Bonds to be redeemed in whole or in part in whose name such Bond is registered as of a record date which shall be 45 days prior to the redemption date, at his last address as it appears on the Books of Registry maintained by the Registrar. If less than the entire principal sum of any Series 2008 Bond is to be redeemed, then such Series 2008 Bond must be surrendered in exchange for the amount thereof to be redeemed and a new Series 2008 Bond of like series, maturity and interest rate in the denomination equaling in principal amount that portion of the principal sum thereof not redeemed. Notice of redemption specifying the details thereof indicated in the preceding paragraph shall also be given by the City by publication of such notice once in a daily newspaper printed in the English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ry Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 22 the City of New York, New York, or, in lieu of such publication in The Bond Buyer, such notice shall be published once in at least one daily newspaper printed in the English language and customarily published on each business day and of general circulation in either of the Cities of Chicago, Illinois or New York, New York, the date of the publication of such notice in any case to be at least 30 days prior to the date fixed for redemption; provided, however, that, if notice of the redemption is mailed as aforesaid, notice of redemption by publication need not be given, and, if notice is given by publication as aforesaid, neither failure to so mail such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of the Bonds to be redeemed. When any of the aforesaid Series 2008 Bonds shall have been called for redemption and notice thereof has been given as hereinabove set forth and payment thereof duly made or provided for, interest thereon shall cease from and after the date so specified for their redemption. Section 4.4. Cancellation of Redeemed Bonds. All Series 2008 Bonds surrendered or redeemed pursuant to the provisions of this Article shall be cancelled. ARTICLE V CREATION OF FUNDS AND ACCOUNTS; PAYMENTS THEREFROM; PLEDGES; INVESTMENT OF MONEYS Section 5.1. Creation of Funds. There are hereby created and established two special trust funds in addition to the funds created by the Original Ordinance to be held by the Treasurer called the "Special Tax Redevelopment Redemption Fund (2008)" (hereinafter called the "Redemption Fund") and the "Special Tax Redevelopment Series 2008 Bond Fund" (hereinafter called the "Series 2008 Bond Fund"), which funds shall be held by the Treasurer separately and apart from all other funds and moneys under its control. There are hereby created and established in the Series 2008 Bond Fund the following special trust accounts: (i) the Bond Interest Account and (ii)the Bond Principal Account. There are hereby created and established in the Redemption Fund the following special trust accounts: • (i)the Redemption Expenses Account and (ii) the Redemption Price Account. So long as any of the Bonds herein authorized, or any interest thereon, remain unpaid, the moneys in the foregoing funds and accounts shall be used for no purpose other than those required or permitted by the this Ordinance, any supplemental ordinance providing for the issuance of Refunding Bonds and the Act. Section 5.2. Redemption Fund. The proceeds from the sale of the Series 2008 Bonds shall be placed in the Redemption Fund after making certain deposits into the Series 2008 Bond Fund as provided in Section 3.12 hereof. The moneys transferred to and placed in the Redemption Fund shall remain therein until used by the City solely for the purpose of refinancing a portion of the cost of the Redevelopment Project and other costs related thereto, including in such costs the amount of the termination payment by the City to the Swap Counterparty under the Swap Agreement and the costs and expenses incurred for any other 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance d interest rate in the denomination equaling in principal amount that portion of the principal sum thereof not redeemed. Notice of redemption specifying the details thereof indicated in the preceding paragraph shall also be given by the City by publication of such notice once in a daily newspaper printed in the English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ry Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 23 lawful purpose in connection with the refunding and redemption of the Series 2002B Bonds and the issuance and sale of the Series 2008 Bonds. If any sum remains in the Redemption Fund after the full accomplishment of the objects and purposes for which the Series 2008 Bonds were issued, the sum remaining shall be transferred to the Series 2008 Bond Fund and applied as are other moneys in such Fund. Subject to the final sentence of this paragraph, the Finance Director is hereby authorized and directed to direct the Series 2002B Paying Agent to give notice of the redemption of the Series 2002B Bonds in accordance with Sections A4.01 and A4.03 of the Original Ordinance. The principal of and the accrued interest on the Series 2002B Bonds shall be paid upon the redemption date identified in the notice of redemption from, in the case of the principal, the proceeds of the Series 2008 Bonds deposited into the Redemption Fund and, in the case of the accrued interest, from other moneys, if any, deposited into the Bond Interest Account of the Series 2002B Bond Fund under and in accordance with the provisions of this Supplemental Ordinance and the Original Ordinance. In lieu of the foregoing, in the event of a tender in whole of the Series 2002B Bonds to the City for surrender to the Registrar for cancellation, the Finance Director is hereby authorized and directed to purchase such tendered Series 2002B Bonds for a purchase price equal to the principal amount thereof plus accrued interest to the tender date, and. otherwise from the same sources as provided hereinabove for the redemption of the Series 2002B Bonds. Section 5.3. Special Tax Revenues. As provided in the Redevelopment Plan, pursuant to Section 18-2107(11) of the Community Development Law, the City, in its capacity as an authority under the Community Development Law, is empowered annually to certify to the City Council the amount of special tax to be levied for community redevelopment purposes. In such capacity, the City shall annually certify to the City Council an amount of special taxes equal to the principal of and interest on the Bonds due in the Bond Year next succeeding the date of the certification,provided that such amount so certified shall not, in combination with any other such special tax certifications, exceed 2.6 cents on each $100 of taxable valuation. The City has covenanted in Section 6.5 of this Ordinance to comply with the requirements of the Community Development Law pertaining to the annual certification to the City Council of the community redevelopment tax levy amount required to satisfy the debt service requirements of the Bonds. The City Council is required by the Community Development Law to levy and collect the taxes so certified at the same time and in the same manner as other city taxes are levied and collected. The Special Tax Revenues are hereby pledged in their entirety to the payment of the principal of and interest on the Bonds as in this Ordinance provided, and until all of the Bonds and all interest thereon have been paid (or until moneys for that purpose have been irrevocably set aside), the Special Tax Revenues, when due and as collected, shall be deposited in the Bond Fund and shall be applied solely to the payment of the Bonds and the interest thereon as in this Ordinance provided. Such allocation and pledge are for the exclusive benefit of the holders of the Bonds herein authorized and shall be irrevocable. 4813-0033-6898.4 OMAHA 08 SPECIAL,TAX-Ordinance English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ry Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 24 Section 5.4. Series 2008 Bond Fund. The Series 2008 Pro Rata Share of Special Tax Revenues shall be deposited in the Series 2008 Bond Fund. The Special Tax Revenues accumulated in the Series 2008 Bond Fund shall be used in the following priority; provided, however, that, to the extent credits have been made in any of the accounts referred to below from the proceeds of the sale of the Series 2008 Bonds or otherwise, the credits below need not be made: (a) Bond Interest Account. Credits shall be made into the Bond Interest Account so that the balance in said account on or before the date of the payment of any installment of interest on the Series 2008 Bonds shall be equal to the amount due at such installment. Moneys in the Bond Interest Account shall be used for the payment of interest on the Series 2008 Bonds as the same become due, and, after such payment, the account shall be restored by further deposits to the required balance. Any amounts representing accrued interest received on the sale of Series 2008 Bonds shall be deposited in the Series 2008 Bond Fund for credit to the Bond Interest Account. (b) Bond Principal Account.. After the credits have been made pursuant to subparagraph (a) above, credits shall next be made into the Bond Principal Account so that the balance in said Account shall equal the next principal payment or payments, as the case may be, on or before the date of payment thereof on the then Outstanding Series 2008 Bonds. Moneys in the Bond Principal Account shall be used for the payment of the principal of the Series 2008 Bonds, as the same become due, and, after such payment,the account shall be restored by further credits to the required balance. Section 5.5. Investment of Moneys in Funds and Accounts; Moneys Held in Trust. Money in the Redemption Fund and in the Bond Interest Account and the Bond Principal Account in the Series 2008 Bond Fund shall, to the fullest extent practicable and reasonable, be invested and reinvested by the City, to the extent allowed by law solely in, and obligations deposited in such funds and accounts shall be, Investment Securities which shall mature or be subject to redemption at the option of the holder thereof on or before the respective dates when the moneys in such funds and accounts will be required for the purposes intended. Investment Securities purchased as an investment of moneys in any of the funds or accounts shall be deemed at all times to be a part of such fund or account, and the interest accruing thereon and any gain realized from such investment shall be credited to such fund or account, and any loss resulting from any such authorized investment shall be charged to such fund or account without liability to the City or the officials thereof; provided, however, that any investment earnings on moneys or Investment Securities held in any of the accounts in the Series 2008 Bond Fund shall be used to make up any deficiency in another account in the Series 2008 Bond Fund. The City shall sell at the best price obtainable or present for redemption any obligation so purchased whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from a fund or account as required by this Ordinance. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e provided. Such allocation and pledge are for the exclusive benefit of the holders of the Bonds herein authorized and shall be irrevocable. 4813-0033-6898.4 OMAHA 08 SPECIAL,TAX-Ordinance English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ry Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 25 Until used and applied in accordance with this Ordinance, all moneys held in the Series 2008 Bond Fund and Redemption Fund, and the securities in which such moneys may from time to time be invested, shall be held in trust for the equal and ratable benefit and security of the holders of the Series 2008 Bonds then Outstanding. All moneys held by any paying agent for the payment of principal, interest and premium, if any, of said Bonds shall be held by such agent in trust for the equal and ratable benefit and security of the Bonds for which moneys have been so set aside. ARTICLE VI COVENANTS OF THE CITY As long as Bonds are Outstanding and unpaid, the City will (through its proper officers, agents or employees) faithfully perform and abide by all the covenants, undertakings and provisions contained in this Ordinance or in any Bond issued hereunder, including the following covenants and agreements for the benefit of the Bondholders which are necessary, convenient and desirable to secure the Bonds and will improve their marketability; provided, however, that said covenants do not require the City to expend any funds other than the Special Tax Revenues or violate the provisions of State law with respect to tax revenue sharing. Section 6.1. Complete Redevelopment Project; Management and Operation of Properties. The City covenants that it has completed the Redevelopment Project in accordance with the Act and the Redevelopment Plan, and that it will cause all properties owned by it and comprising any part of the Redevelopment Project to be managed and operated in a sound and businesslike manner. Section 6.2. Use of Proceeds. The City covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in this Ordinance or supplemental ordinances. Section 6.3. No Priority. The City previously issued and there remain outstanding the , Series 1998 Bonds, which have a lien on the Special Tax Revenues superior to the lien of the Series 2008 Bonds, and the Parity Bonds, which have a lien on the Special Tax Revenues on a parity with that of the Series 2008 Bonds. The City covenants and agrees that it will not issue any additional obligations (except for bonds issued to refund the Series 1998 Bonds) the principal of or interest on which is payable from the Special Tax Revenues which have, or purport to have, any lien upon the Special Tax Revenues prior or superior to the lien of the Bonds herein and in the Original Ordinance authorized. Nothing in this Ordinance shall prevent the City from issuing and selling bonds or other obligations which have, or purport to have, any lien upon the Special Tax Revenues which is on a parity with the Series 2008 Bonds herein authorized, provided that the Special Tax Revenues available for debt service for the fiscal year immediately preceding the date the lien of the Special Tax Revenues attaches with respect to such bonds or other obligations is at least 125% of the maximum annual debt service with respect to the Series 2008 Bonds, such bonds or other obligations and all other parity indebtedness to be outstanding immediately after the date such lien attaches. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance .4 OMAHA 08 SPECIAL TAX-Ordinance e provided. Such allocation and pledge are for the exclusive benefit of the holders of the Bonds herein authorized and shall be irrevocable. 4813-0033-6898.4 OMAHA 08 SPECIAL,TAX-Ordinance English language and customarily published on each business day and of general circulation in the City of Omaha,Nebraska and once in The Bond Buyer, a financial publication published in 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ry Bond or Bonds of like aggregate principal amount and Series and maturity of any other authorized denomination or denominations, and thereupon the City shall execute and the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 26 Section 6.4. Community Development Agency. The City covenants and agrees that it has created a community development agency by authority of Section 18-2101.01 of the Community Development Law and ratifies and confirms actions heretofore taken to establish, and does hereby designate and establish, the Planning Department of the City to be and to continue as said community development agency of the City. In its capacity as said community development agency, the Planning Department shall cooperate fully with the City, acting as an authority under the Act, in the fulfillment of the City's undertakings pursuant to this Ordinance. Section 6.5. Certification of Community Redevelopment Tax Levy. The City, acting in its capacity as an authority under the Community Development Law, covenants and agrees to certify in July of each year to the City Council the amount of tax to be levied in the current fiscal year for collection in the next succeeding fiscal year for community redevelopment purposes, including the amount required to defray the expense of the City, as an authority, in respect of the principal of and interest on the Series 2008 Bonds and the Parity Bonds due and payable during such fiscal year, which amount of tax shall not exceed 2.6 cents (minus the amounts of such tax pledged to the Series 1998 Bonds) on each $100 upon the actual value of all taxable property in the City, except intangible property, all as provided by Section 18-2107(11) of the Community Development Law. The actual amounts annually to be so certified in respect of the scheduled payments of principal of and interest on the Series 2008 Bonds shall be set forth in a resolution of the City Council to be adopted at the time of the sale of the Series 2008 Bonds. The City may certify a lesser amount than the amount specified by such resolution for any particular fiscal year, but only if and to the extent (a) the City then has available on deposit in the Bond Fund an amount equal to the amount of the proposed reduction or (b)the amount of the proposed reduction equals the debt service requirement for such fiscal year of Series 2008 Bonds which no longer are Outstanding. The Finance Director shall notify the City Council in writing of the proposed reduction and of the justification for such proposed reduction. Section 6.6. To Pay Principal of, Premium and Interest on Bonds. The City will duly and punctually pay or cause to be paid solely from the Special Tax Revenues and the other moneys which are pledged herein to the payment thereof, the principal of, premium, if any, and interest on each and every Bond on the dates and at the places in the manner provided in such Bonds, according to the true intent and meaning thereof, and will faithfully do and perform and fully observe and keep any and all covenants, undertakings,stipulations and provisions contained in the Bonds and in this Ordinance. Section 6.7. Books of Account; Financial Statements. The City covenants and agrees that it will at all times keep, or cause to be kept, proper and current books of account (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Redevelopment Project, Special Tax Revenues and other funds relating to said project. Within 270 days after the close of each Fiscal Year, the City shall cause such books of account to be audited by an independent certified public accountant, which audit may be part of the annual audit of the accounts of the City. The audit report shall show in reasonable detail the income and expenses for such Fiscal Year relating to the Redevelopment Project, including the transactions relating to the Bond Fund and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. - PAGE 27 provisions of this Ordinance relating to the matters set forth above and that as to such matters the City is in compliance therewith or, if the City is not in compliance therewith, the details of such failure to comply and the action to be taken by the City to be in compliance therewith. Section 6.8. Eminent Domain Proceeds. The City covenants and agrees that if all or any part of the Redevelopment Project Area should be taken by eminent domain proceedings or other proceedings authorized by law for any public or other use under which the property will be exempt from ad valorem taxation, the net proceeds realized by the City therefrom will be deposited in the Bond Fund and used and applied for the purpose of paying principal of and interest on Bonds as in this Ordinance provided. Section 6.9. Protection of Security. The City is duly authorized under all applicable laws to create and issue the Bonds and to adopt this Ordinance and to pledge the Special Tax Revenues and other moneys, securities and funds under this Ordinance in the manner and to the extent provided in this Ordinance. The Special Tax Revenues and other moneys, securities and funds so pledged are and will be free and clear of any pledge, lien, charge, security interest or encumbrance thereon or with respect thereto prior to (except the Series 1998 Bonds), or of equal rank (except the Parity Bonds) with, the pledge created by this Ordinance, except as otherwise expressly provided herein, and all corporate action on the part of the City to that end has been duly and validly taken. The Bonds and the provisions of this Ordinance are and will be valid obligations of the City in accordance with their terms and the terms of this Ordinance. The City shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of and security interest granted with respect to the Special Tax Revenues and other moneys, securities and funds pledged under this Ordinance and all the rights of the Bondholders under this Ordinance against all claims and demands of all persons.whomsoever. Section 6.10. Extension of Payment of Bonds. The City will not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any interest thereon by the purchase or funding of such Bonds or claims for interest or by any other arrangement, and, in case the maturity of any of the Bonds or the time for payment of any interest thereon or claims for interest shall be extended, such Bonds, interest or claims for interest shall not be entitled in case of any default under this Ordinance to the benefit of this Ordinance or to any payment or any assets of the City or the funds held by the Treasurer hereunder, except subject to the prior payment of the principal of all Bonds issued and Outstanding the maturity of which has not been extended and of such portion of the accrued interest on the Bonds as shall not be represented by such extended interest or claims for interest. Nothing herein shall be deemed to limit the right of the City to issue Refunding Bonds as provided in this Ordinance, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.11. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 2008 Bonds required by 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 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 28 "Rule"). Capitalized terms used in this Section 6.11 and not otherwise defined in this Ordinance shall have the meanings assigned such terms in subsection(d) hereof. It being the intention of the City that there be full and complete compliance with the Rule, this Section shall be construed in accordance with the written interpretative guidance and no-action letters published from time to time by the Securities and Exchange Commission and its staff with respect to the Rule. (b) The City undertakes to provide the following information as provided in this Section 6.11: (i) Annual Financial Information; • (ii) Audited Financial Statements, if any; and (iii) Material Event Notices. (c) (i) The City shall, while any Series 2008 Bonds are Outstanding, provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City (the "Report Date") to each then existing NRMSIR and the SID, if any. The City shall include with each submission of Annual Financial Information a written representation to the effect that the Annual Financial Information is the Annual Financial Information required by this Section 6.11 and that it complies with the applicable requirements of this Section 6.11 and that it has been provided to each then existing NRMSIR and the SID, if any. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to each then existing NRMSIR or the Municipal Securities Rulemaking Board (the "MSRB") and the SID, if any. It shall be sufficient if the City provides to each then existing NRMSIR and the SID, if any, any or all of the Annual Financial Information by specific reference to documents previously provided to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. (ii) If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements when and if available while any Series 2008 Bonds are Outstanding to each then existing NRMSIR and the SID, if any. (iii) If a Material Event occurs while any Series 2008 Bonds are Outstanding, the City shall provide a Material Event Notice in a timely manner to each then existing NRMSIR or the MSRB and the SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Series 2008 Bonds. (iv) The City shall provide in a timely manner to each then existing NRMSIR or the. MSRB and to the SID, if any, notice of any failure by the City 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nd of such portion of the accrued interest on the Bonds as shall not be represented by such extended interest or claims for interest. Nothing herein shall be deemed to limit the right of the City to issue Refunding Bonds as provided in this Ordinance, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.11. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 2008 Bonds required by 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 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 29 while any Series 2008 Bonds are Outstanding to provide to the NRMSIRs and the SID, if any,Annual Financial Information on or before the Report Date. (v) Any filing or report under this Section 6.11 may be made solely by transmitting such filing or report to the Texas Municipal Advisory Council (the "MAC") as provided at http://www.disclosureusa.org unless the United States Securities.and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004. (d) The following are the definitions of the capitalized terms used in this Section 6.11 and not otherwise defined in this Ordinance: (i) "Annual Financial Information" means the financial information or operating data with respect to the City and the Redevelopment Project, provided at least annually, of the type included in Appendix B of the final official statement with respect to the Series 2008 Bonds. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP"). Such financial statements may, but are not required to be, Audited Financial Statements. (ii) "Audited Financial Statements" means the annual financial statements, if any, of the City prepared in accordance with GAAP, which financial statements shall have been audited by such respective independent auditors as shall be then required or permitted by the laws of the State. (iii) "Material Event" means any of the following events, if material, with respect to the Series 2008 Bonds: (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the Series 2008 Bonds; (G) Modifications to rights of Bondholders; (H) Unscheduled bond calls; 4813-0033-6898.4 • OMAIIA 08 SPECIAL TAX-Ordinance SID, if any. (iii) If a Material Event occurs while any Series 2008 Bonds are Outstanding, the City shall provide a Material Event Notice in a timely manner to each then existing NRMSIR or the MSRB and the SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Series 2008 Bonds. (iv) The City shall provide in a timely manner to each then existing NRMSIR or the. MSRB and to the SID, if any, notice of any failure by the City 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nd of such portion of the accrued interest on the Bonds as shall not be represented by such extended interest or claims for interest. Nothing herein shall be deemed to limit the right of the City to issue Refunding Bonds as provided in this Ordinance, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.11. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 2008 Bonds required by 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 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 30 (I) Defeasances; (J) Release, substitution or sale of property securing repayment of the Series 2008 Bonds; and (K) Rating changes. (iv) "Material Event Notice" means written or electronic notice of a Material Event. (v) "NRMSIR" means a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date of this Ordinance are: Bloomberg Municipal Repository 100 Business Park Drive Skillman,NJ 08558 E-mail: Munis@Bloomberg.com Telephone: (609) 279-3225 Facsimile: (609) 279-5962 DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 E-mail: nrmsir@dpcdata.com Telephone: (201) 346-0701 Facsimile: (201) 947-0107 Standard & Poor's Securities Evaluations, Inc. 45th Floor 55 Water Street New York,NY 10041 E-mail: nrmsir_repository@sandp.com Telephone: (212) 438-4595 Facsimile: (212) 438-3975 • FT Interactive Data Attn: NRMSIR 15th Floor 100 William Street New York,NY 10038 E-mail:. NRMSIR@interactivedata.com Telephone: (212) 771-6999; (800) 689-8466 Facsimile: (212) 771-7390 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance means any of the following events, if material, with respect to the Series 2008 Bonds: (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the Series 2008 Bonds; (G) Modifications to rights of Bondholders; (H) Unscheduled bond calls; 4813-0033-6898.4 • OMAIIA 08 SPECIAL TAX-Ordinance SID, if any. (iii) If a Material Event occurs while any Series 2008 Bonds are Outstanding, the City shall provide a Material Event Notice in a timely manner to each then existing NRMSIR or the MSRB and the SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Series 2008 Bonds. (iv) The City shall provide in a timely manner to each then existing NRMSIR or the. MSRB and to the SID, if any, notice of any failure by the City 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance nd of such portion of the accrued interest on the Bonds as shall not be represented by such extended interest or claims for interest. Nothing herein shall be deemed to limit the right of the City to issue Refunding Bonds as provided in this Ordinance, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.11. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 2008 Bonds required by 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 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 31 See http://www.sec.gov/info/municipal/nrmsir.htm for updated NRMSIR information. (vi) "SID" means a state information depository as operated or designated by the State and recognized by the Securities and Exchange Commission by no-action letter as such for the purposes referred to in the Rule. As of the date of this Ordinance, there is not an SID in the State of Nebraska. (e) Unless otherwise required by law and subject to technical and economic feasibility, the City shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the City's information. (f) (i) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Series 2008 Bonds no longer are Outstanding. This Section 6.11, or any provision hereof, shall be null and void in the event that the City obtains an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Section 6.11, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Series 2008 Bonds, provided that the City shall have provided notice of such delivery and the cancellation of this Section 6.11 to each then existing NRMSIR or the MSRB and the SID, if any. (ii) This Section 6.11 may be amended, without the consent of the Bondholders, but only upon the City obtaining an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Section 6.11 and by the City with the Rule, provided that the City shall have provided notice of such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such amendment shall satisfy, unless otherwise permitted by the Rule,the following conditions: (A) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the obligated person or type of business conducted; (B) This Section 6.11, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (C) The amendment does not materially impair the interests of Bondholders, as determined either by parties unaffiliated with the City (such as nationally recognized bond counsel), or by approving vote of Bondholders pursuant to the terms of the Ordinance at the time of the amendment. 48I3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance ded interest or claims for interest. Nothing herein shall be deemed to limit the right of the City to issue Refunding Bonds as provided in this Ordinance, and such issuance shall not be deemed to constitute an extension of maturity of Bonds. Section 6.11. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 2008 Bonds required by 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 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 32 The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change, if any, in the type of operating data or financial information being provided. (g) Any failure by the City to perform in accordance with this Section 6.11 shall not constitute an Event of Default with respect to the Series 2008 Bonds. 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. ARTICLE VII AMENDING AND SUPPLEMENTING OF ORDINANCE Section 7.1. Amending and Supplementing of Ordinance Without Consent of Holders of Bonds. The City shall not amend or supplement this Supplemental Ordinance except in accordance with Section 3.13 or Section 6.11 hereof, or in accordance with the provisions of this Article VII. The City may from time to time and without the consent of any holder of the Bonds: (i)make any amendments or modifications hereto which may be required to permit this Ordinance to be qualified under the Trust Indenture Act of 1939, as amended; (ii) make any modification or amendment of this Ordinance not inconsistent herewith required for the correction of language or to cure any ambiguity or defective provision, omission, mistake or manifest error herein contained; (iii) make any amendments or supplements hereto to grant to or confer upon the Bondholders' additional rights, remedies, power and authority, or to grant to or confer upon any Bondholders committee or trustee for the Bondholders any additional rights, remedies, power or authority; (iv)make any modification or amendment of this Ordinance as shall be necessary for the provision of a Bond Insurance Policy or Liquidity Facility, as such terms are defined by Appendix A attached to the Original Ordinance; (v)provide for the use of a book-entry system of registration; and (vi)provide for the issuance of coupon bonds. Section 7.2. Amendment of Ordinance With Consent of Holders of Bonds. From time to time the holders of 66-2/3% in principal amount of the Bonds of a Series then Outstanding hereunder, by an instrument or instruments in writing signed by such holders and filed with the City, shall have power to assent to and authorize any modification or amendment that shall be proposed by the City of the provisions of this Ordinance or of the rights and obligations of the City and of the holders of such Bonds, and any action herein authorized to be taken with the assent and authority given as aforesaid of the holders of 66-2/3% in principal amount of such Bonds at the time Outstanding hereunder shall be binding upon the holders of all of such Bonds Outstanding hereunder and upon the City as fully as though such action were specifically and expressly authorized by the terms of this Ordinance, provided always that, without the consent of the holder of each Bond affected thereby, no such modification shall be made which will (a) extend the time of payment of the principal of or the interest on any Bond or reduce the principal amount thereof or the rate of interest thereon or the premium payable upon the redemption thereof, (b) give to any of said Bonds any preference over any other Bond or Bonds 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Bonds required by 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 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 33 secured equally and ratably therewith, (c) authorize the creation of any pledge prior to or on a parity with the pledge afforded by this Ordinance, (d) deprive any holder of such Bonds of the security afforded by the pledge of this Ordinance or (e)reduce the percentage in principal amount of such Bonds required to assent to or authorize any such modification to this Ordinance. For the purpose of computations required by this paragraph, Bonds directly or indirectly owned or controlled by the City shall be disregarded. Section 7.3. Effectiveness of Supplemental Ordinance. Upon the adoption (pursuant to this Article and applicable law) by the City of any supplemental ordinance amending or supplementing the provisions of this Ordinance or upon such later date as may be specified in such supplemental ordinance, (i)this Ordinance and the affected Bonds shall be modified and amended in accordance with such supplemental ordinance, (ii)the respective rights, limitations of rights, obligations, duties and immunities under this Ordinance of the City and the holders of the Bonds shall thereafter be determined, exercised and enforced under this Ordinance, subject in all respects to such modifications and amendments and (iii) all of the terms and conditions of any such supplemental ordinance shall be a part of the terms and conditions of the Bonds and of this Ordinance for any and all purposes. ARTICLE VIII THE PAYING AGENT AND REGISTRAR The City hereby appoints First National Bank of Omaha to serve as Paying Agent and Registrar, and approves an Agency Agreement, in substantially the form attached hereto as Exhibit A, with First National Bank of Omaha, setting forth its duties and responsibilities as Paying Agent and Registrar and the compensation therefor, and authorizes and directs the Mayor of the City to execute and deliver such Agency Agreement with such modifications and additions as the Mayor shall approve. ARTICLE IX DEFEASANCE; MONEYS HELD FOR PAYMENT OF DEFEASED BONDS Section 9.1. Discharge of Liens and Pledges; Bonds Deemed To Be No Longer Outstanding Hereunder. If the City shall pay or cause to be paid to the owners of the Bonds the principal,and interest to become due thereon at the time and in the manner stipulated therein, and if the City shall keep, perform and observe all and singular the covenants and promises in.the Bonds and in this Ordinance expressed as to be kept,performed and observed by it or on its part, then these presents and the estate and rights hereby granted shall cease, determine and be void, and thereupon the lien of this Ordinance shall be cancelled and discharged without further action by the City and the Finance Director may apply any balances in any fund or account established hereunder, other than moneys held for the redemption or payment of Bonds, to any lawful purpose of the City as the City Council of the City shall determine. It is specifically understood and agreed that the release of the lien of this Ordinance shall not affect nor cancel the provisions of this Ordinance relating to Bonds issued or the rights of 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance principal amount thereof or the rate of interest thereon or the premium payable upon the redemption thereof, (b) give to any of said Bonds any preference over any other Bond or Bonds 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Bonds required by 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 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 34 owners of the Bonds or the City, which provisions shall continue in full force and effect according to their terms. The City may at any time surrender to the Registrar for cancellation by it any Bonds previously authenticated and delivered hereunder,which the City may have acquired in any manner whatsoever, and such Bonds, upon surrender and cancellation, shall be deemed to be paid and retired. For the purpose of this Ordinance, any Bond issued hereunder shall be deemed to be fully discharged and satisfied and no longer Outstanding when: (a) a Bond is cancelled whether by reason of payment or redemption prior to maturity; (b) a Bond is surrendered to the Registrar for cancellation; (c) a Bond for which the payment of the principal of and all interest accrued and to accrue through the due date of payment(regardless of whether such due date arises by reason of maturity, upon redemption or by declaration as provided herein) has been made; such payment will be deemed to have been made when there have been deposited with the Paying Agent or an appropriate fiduciary institution acting as escrow agent sufficient moneys to make such payment or United States Government Obligations maturing, as to principal and interest, in such amount and at such times as will insure the availability of sufficient moneys to make any such payment and all necessary and proper fees, compensation and expenses of the Paying Agent or escrow agent pertaining to such Bond with respect to which such deposit is made have either been paid or payment provided for to the satisfaction of the Paying Agent or escrow agent; provided, however, no deposit of cash or United States Government Obligations shall constitute discharge and satisfaction as to any Bond to be redeemed prior to their maturity unless: (i) such Bond has been irrevocably called or designated for redemption on the first date thereafter on which such Bond may be redeemed in accordance with the provisions of Article IV of this Ordinance; and (ii) proper notice of the redemption of such Bond has been mailed as required by Article IV hereof, or irrevocable provision shall have been made for the mailing of such notice; and (d) a Bond is mutilated, destroyed or lost and, subsequently, a new Bond is issued as provided under Section 3.7 of this Ordinance. At such time as a Bond shall no longer be deemed to be Outstanding hereunder, as provided in this Section, such Bond shall no longer be secured by or entitled to the benefits of this Ordinance except for the purpose of payment from the cash or United States Government Obligations deposited with and held by the Paying Agent or escrow agent for such purpose. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance eld for the redemption or payment of Bonds, to any lawful purpose of the City as the City Council of the City shall determine. It is specifically understood and agreed that the release of the lien of this Ordinance shall not affect nor cancel the provisions of this Ordinance relating to Bonds issued or the rights of 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance principal amount thereof or the rate of interest thereon or the premium payable upon the redemption thereof, (b) give to any of said Bonds any preference over any other Bond or Bonds 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Bonds required by 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 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 35 Moneys deposited with the Paying Agent or escrow agent under this Section and the proceeds of any United States Government Obligations held under this Section may be invested and reinvested in United States Government Obligations which mature in the amounts and at the times required to comply with the provisions of this Section. Any income from such investments in excess of the requirements for principal of and interest on any Bond not being Outstanding under the provisions of this Section shall be paid to the City. If cash or United States Government Obligations shall have been deposited with the Paying Agent or escrow agent in accordance with this Section, in trust for the purpose and sufficient and available to pay the principal of any Bond, together with all interest due thereon to the due date thereof or to the date fixed for the redemption thereof, all liability of the City for such payments shall terminate and be discharged, whether or not such Bond shall be presented for payment on the due date, whether at maturity or upon redemption or by declaration, and the Paying Agent or escrow agent shall hold such moneys or United States Government Obligations without liability to the owner of such Bond for interest thereon, in trust for the benefit of the owner of such Bond, who thereafter shall be restricted exclusively to such moneys or United States Government Obligations for any claim for such payment of whatsoever nature on his part, except as is provided in Section 9.2 hereof. Section 9.2. Unclaimed Moneys.. In the event any Bonds shall not be presented for payment when the principal thereof becomes due, if funds sufficient to pay such Bonds shall have been made available to the Paying Agent or escrow agent for the benefit of the owners thereof, all liability of the City to the Bondholders for the payment of such Bonds and the interest thereon shall forthwith cease, determine and be completely discharged and thereupon it shall be the duty of the Paying Agent or escrow agent to hold such fund or funds, without liability for interest thereon, for a period of six years after all Bonds shall have matured, for the benefit of the owners of such Bonds, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on their part under this Ordinance or with respect to such Bonds. At the expiration of such period, any unclaimed principal or interest shall be paid to the City and thereafter all claimants shall be restricted exclusively to making claim against the City for such principal or interest. The City shall have no liability for interest on any such funds paid to it and shall not be required to hold such funds in trust nor to, in any manner, segregate such funds on its books. ARTICLE X ENFORCEMENT OF ORDINANCE So long as any of the Bonds are outstanding, each of the obligations, duties, limitations and restraints imposed upon the City by this Ordinance shall be deemed to be a covenant between the City and every holder of said Bonds, and this Ordinance and every provision and covenant hereof, the Act and the Charter shall constitute a contract of the City with every holder from time to time of said Bonds. Any holder of a Bond or Bonds may, by mandamus or other appropriate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 5c2-12) (the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. _ PAGE 36 of all duties required of the City by this Ordinance, by the Charter and by the Act and any other applicable laws of the State of Nebraska. ARTICLE XI MISCELLANEOUS Section 11.1. Benefits of Ordinance Limited to the City and Holders of the Bonds. With the exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be implied from this Ordinance or the Bonds is intended or should be construed to confer upon or give to any person other than the City and the holders of the Bonds any legal or equitable right, remedy or claim under or by reason of or in respect to this Ordinance or any covenant, condition, stipulation, promise, agreement or provision herein contained. This Ordinance and all of the covenants, conditions, stipulations,promises, agreements and provisions hereof are intended to be and shall be for, and inure to the sole and exclusive benefit of, the City and the holders from time to time of the Bonds as herein and therein provided. Section 11.2. No Personal Liability. No officer or employee of the City shall be individually or personally liable for the,payment of the principal of, interest or premium on any Bond. Nothing herein contained shall, however, relieve any such officer or employee from the performance of any duty provided or required by law. Section 11.3. Effect of Saturdays, Sundays and Legal Holidays. Whenever this Ordinance requires any action to be taken on a Saturday, Sunday or legal holiday, such action shall be taken on the first business day occurring thereafter. Whenever in this Ordinance the time within which any action is required to be taken or within which any right will lapse or expire shall terminate on a Saturday, Sunday or legal holiday, such time shall continue to run until midnight on the next succeeding business day. Section 11.4. Partial Invalidity. If any one or more of the covenants or agreements or portions thereof provided in this Ordinance on the part of the City to be performed should be determined by a court of competent jurisdiction to be contrary to law, then such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Ordinance, and the invalidity thereof shall in no way affect the validity of the other provisions of this Ordinance or of the Bonds, but the holders of the Bonds shall retain all the rights and benefits accorded to them hereunder and under any applicable provisions of law. If any provisions of this Ordinance shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or. jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance riate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 5c2-12) (the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. ORDINANCE NO. PAGE 37 Section 11.5. Law and Place of Enforcement of This Ordinance. This Ordinance shall be construed and interpreted in accordance with the laws of the State of Nebraska. All suits and actions arising out of this Ordinance shall be instituted in a court of competent jurisdiction in the State of Nebraska, except to the extent necessary for enforcement, by any trustee or receiver appointed by or pursuant to the provisions of this Ordinance, of remedies under this Ordinance. Section 11.6. Effect of Article and Section Headings and Table of Contents. The headings or titles of the several Articles and Sections hereof, and any table of contents appended hereto or to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect of this Ordinance. Section 11.7. Repeal of Inconsistent Ordinance. Any ordinance of the City, and any part of any ordinance or resolution inconsistent with this Ordinance, is hereby repealed to the extent of such inconsistency. Except as supplemented hereby with respect to the issuance and sale of the Series 2008 Bonds and the refunding and redemption of the Series 2002B Bonds, the Original Ordinance remains in full force and effect. Section 11.8. Effectiveness of This Ordinance.. All of the Series 2008 Bonds are being issued to refund the Series 2002B Bonds, including costs and expenses relating thereto, and thereby to refinance public improvements in connection with the Redevelopment Project pursuant to the Act; this Ordinance is therefore declared to be administrative (not legislative) in character; and, under Section 2.12 of the City Charter and Rule VII of the Rules adopted by the City Council of the City of Omaha, this Ordinance shall become effective from and after its adoption. INTRODUCED BY COUNCIL MEMBER APPROVED BY: MAYOR OF THE CITY OF OMAHA DATE PASSED ATTEST: CITY CLERK OF THE CITY OF OMAHA APPROVED AS TO FORM: 48I3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance court of competent jurisdiction to be contrary to law, then such covenant or covenants, or such agreement or agreements, or such portions thereof, shall be deemed severable from the remaining covenants and agreements or portions thereof provided in this Ordinance, and the invalidity thereof shall in no way affect the validity of the other provisions of this Ordinance or of the Bonds, but the holders of the Bonds shall retain all the rights and benefits accorded to them hereunder and under any applicable provisions of law. If any provisions of this Ordinance shall be held or deemed to be or shall, in fact, be inoperative or unenforceable or invalid as applied in any particular case in any jurisdiction or. jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance riate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 5c2-12) (the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. • ORDINANCE NO. PAGE 38 CITY ATTORNEY • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance e facsimile signatures of its Mayor and its City Clerk and to be registered in the office of the City Comptroller by and with the facsimile signature of the City Comptroller, and to have a facsimile,of its corporate seal to be imprinted hereon, all as of this first day of April, 2008. (SEAL), CITY OF OMAHA,NEBRASKA By Mayor of the City of Omaha Countersigned: By City Clerk Registered in the Office of the City Comptroller of the City of Omaha, . Nebraska By City Comptroller 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Ordinance ce Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 ORDINANCE EXHIBIT A AGENCY AGREEMENT • THIS AGREEMENT made and entered into by and between the City of Omaha, Nebraska (hereinafter referred to as the "City") and First National Bank of Omaha (hereinafter referred to as the "Registrar"). WITNESSETH : WHEREAS, the City has authorized the issuance of $ of its Special Tax Revenue Redevelopment Bonds, Taxable Series 2008 (the "Bonds") by Ordinance No. 35839 passed February 5, 2002 and Ordinance No. passed April , 2008 (collectively, the "Ordinance") and, requiring the services of a paying agent and registrar for the Bonds, by the Ordinance has appointed the Registrar to perform such services; and WHEREAS, the Registrar is willing to provide services as paying agent and registrar pursuant to the terms of this Agreement in consideration for the compensation described in this Agreement and wishes to accept its appointment by the City under the Ordinance; NOW, THEREFORE,the City and the Registrar do hereby agree as follows: 1. The Registrar agrees that it shall maintain, on behalf of the City, Books of Registry in which the registered owners of the Bonds and their registered addresses shall be duly recorded. 2. The Registrar agrees that it shall serve as paying agent for the City in making the payments of principal and interest falling due on the Bonds. The City shall, not later than one day before each interest and principal payment date on the Bonds, deposit with the Registrar an amount sufficient to make such payment, and the Registrar shall apply such deposit by mailing a check or draft to each of the registered owners of the Bonds as shown on the Books of Registry maintained pursuant to paragraph 1 hereof for the appropriate amounts of principal and interest due on each respective Bond. 3. The Registrar hereby accepts and agrees to perform all duties directed by the Ordinance to be performed by the "Registrar" and the "Paying Agent," as each such term is defined in the Ordinance, and the terms of the Ordinance are hereby incorporated by reference and a copy of the Ordinance is attached hereto. 4. The City shall furnish to the Registrar a sufficient supply of forms in blank of the Bonds to be issued upon transfer or partial redemption, signed by the facsimile signatures of the Mayor or Acting Mayor and City Clerk or Deputy City Clerk and sealed with the City's seal, and shall renew such supply upon request by the Registrar. 5. The City agrees to pay the Registrar compensation for its services in the amounts and the times shown on the attached Appendix A. • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance pplied in any particular case in any jurisdiction or. jurisdictions or in all jurisdictions, or in all cases because it conflicts with any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable or invalid in any other case or circumstance, or of rendering any other provision or provisions herein contained inoperative or unenforceable or invalid to any extent whatever. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance riate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 5c2-12) (the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. 6. Transfers of the Bonds shall be registered and new Bonds issued in replacement thereof, pursuant to the limitations prescribed in the Ordinance, upon surrender to the Registrar of any outstanding Bond accompanied by an assignment for transfer in such manner and form as the Registrar may require and by such assurances as the Registrar shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary signature and, if deemed appropriate by the Registrar, satisfactory evidence of compliance with all applicable laws relating to the collection of taxes. In registering transfers of the Bonds, the Registrar may rely upon the Uniform Commercial Code or any other statutes which in the opinion of counsel protect the Registrar and the City in not requiring complete documentation, in registering bonds without inquiry into adverse claims, in delaying registration for purposes of such inquiry, or in refusing registration where in the Registrar's judgment an adverse claim requires such refusal. 7. Replacement bonds for Bonds damaged, lost or stolen shall be issued by the Registrar upon a duly certified resolution or resolutions in compliance with the requirements of Sections 10-127 to 10-130, Reissue Revised Statutes of Nebraska, 1997, as now existing or as hereafter amended. 8. As provided by law, the Books of Registry maintained by the Registrar shall not be deemed public records and shall be available for inspection solely pursuant to a court order or a subpoena of any governmental agency having jurisdiction to issue such subpoena. 9. At least annually, the Registrar shall give a report to the City accounting for all funds received and disbursements made. The Registrar shall maintain customary records in connection with the exercise of its duties under this Agreement. 10. The Registrar shall indemnify and hold harmless the City from all claims occasioned by any act or omission of the Registrar in connection with this Agreement. Such indemnity shall survive this Agreement. 11. Any corporation or association into which the Registrar may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger; consolidation or transfer to which it is a party, shall, ipso facto, be and become successor Registrar hereunder and vested with all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instruments or any • further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 12. The City shall have the right to remove the Registrar only in the event either of a material breach of the Registrar's duties under this Agreement and the Ordinance or of the occurrence of any designation of a successor as described hereinabove. In such event the City shall have the right to designate a successor and the 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 inance riate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 5c2-12) (the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. 1 Registrar hereby agrees that it shall turn over all of its records with respect to the Bonds to any such successor upon request by the City. 13. This Agreement shall terminate when the Bonds have been paid in full. The Registrar shall have no duties with respect to the investment of moneys paid to it under this Agreement and the Ordinance except as may be otherwise agreed between the Registrar and the City. Any deposit of such moneys shall be either fully insured by the Federal Deposit Insurance Corporation or fully secured in the manner required by law for deposit of funds of the City. Any such deposit may be in an account maintained with the Registrar. Unclaimed funds that would escheat to the State of Nebraska shall instead be returned to the City. • 14. If any one or more of the covenants or agreements to be performed by either of the parties to this Agreement shall be determined by a court of competent jurisdiction to be unenforceable, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements contained herein and shall in no way effect the validity of the remaining provisions of this Agreement. ' 15. This Agreement may be, executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. 16. Equal Employment Opportunity Clause. Annexed hereto as Appendix B and made a part hereof of are the equal employment provisions of this Agreement, wherein "Registrar"is referred to as "Contractor." 17. Nondiscrimination. This Registrar shall not in the performance of this Agreement discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age, political or religious opinions, affiliations or national origin. 18. Applicable Law. Parties to this Agreement shall comply with all existing and applicable City ordinances, resolutions, state laws, federal laws and all existing and applicable rules and regulations. Nebraska law will govern the terms of and the performance under this Agreement. 19. Interest of the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City shall have a financial interest, direct or indirect, in any City contract. Any violation of such .Section 8.05 with the knowledge of the person or corporation contracting with the City shall render the contract voidable by the Mayor or Acting Mayor or City Council of the City. 20. Modification. This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-3 o designate a successor and the 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 inance riate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 5c2-12) (the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. 21. Strict Compliance. All provisions of this Agreement and each and every document that shall be attached hereto shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from authorized representatives of the parties. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-4 (SEAL), CITY OF OMAHA,NEBRASKA By Mayor of the City of Omaha Countersigned: By City Clerk Registered in the Office of the City Comptroller of the City of Omaha, . Nebraska By City Comptroller 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance Ordinance ce Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 22. Notices. For the purposes of notice, including legal service of process, during the term of this Agreement and for the period of any applicable statute of limitations thereafter, the following shall be the authorized representative of the Registrar: First National Bank of Omaha One First National Center Omaha,NE 68102-1596 (402) 341-0500 Attest: CITY OF OMAHA By City Clerk Mayor Date FIRST NATIONAL BANK OF OMAHA, as Paying Agent and Registrar By Title Approved as to Form: City Attorney • 4813-0033-6898.4 OMAHA 08 SPECIAL.TAX-Ordinance A-5 Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 APPENDIX A TO AGENCY AGREEMENT CITY OF OMAHA SPECIAL TAX REVENUE REFUNDING REDEVELOPMENT BONDS TAXABLE SERIES 2008 Initial Services Establish Bond Register (Important: The computerized system has built-in security with back-up files maintained in the Bank's secured area outside of the main building.) Annual Services Maintain Bond Register and maintain inventory of unissued bonds. Record changes of address. Transfer ownership of bonds, including: Examine transfer documents, approve signatures, and approve supporting documents, if any, related to bond transfers. Cancel old bonds; issue, authenticate and deliver new bonds. Send notices to Issuer, approximately 30 days prior to each due date, of amount of principal and/or interest due. Wire transfer funds to The Depository Trust Company on due date. . Issue 1099 Interest Forms, if applicable, and send a copy to each holder: Provide such notification to holders as the Agreement requires the Registrar to give in the event of a bond call. Destroy cancelled certificates and provide a Destruction Certificate to the Issuer. Correspond with holders regarding transfer requirements or general inquiries. • Fees Initial: $800.00 Annual: $500.00 The above fees do not include postage and other out-of-pocket costs and expenses which will be charged at cost. Special and extraordinary services may be billed based on time and effort. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-6 wherein "Registrar"is referred to as "Contractor." 17. Nondiscrimination. This Registrar shall not in the performance of this Agreement discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age, political or religious opinions, affiliations or national origin. 18. Applicable Law. Parties to this Agreement shall comply with all existing and applicable City ordinances, resolutions, state laws, federal laws and all existing and applicable rules and regulations. Nebraska law will govern the terms of and the performance under this Agreement. 19. Interest of the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City shall have a financial interest, direct or indirect, in any City contract. Any violation of such .Section 8.05 with the knowledge of the person or corporation contracting with the City shall render the contract voidable by the Mayor or Acting Mayor or City Council of the City. 20. Modification. This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-3 o designate a successor and the 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-2 inance riate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 5c2-12) (the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. • The above fees are subject to review and adjustment if The Depository Trust Company discontinues services as securities depository. • , 2008 • • • • • • • • • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • A-7 1596 (402) 341-0500 Attest: CITY OF OMAHA By City Clerk Mayor Date FIRST NATIONAL BANK OF OMAHA, as Paying Agent and Registrar By Title Approved as to Form: City Attorney • 4813-0033-6898.4 OMAHA 08 SPECIAL.TAX-Ordinance A-5 Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 APPENDIX B TO AGENCY AGREEMENT EQUAL EMPLOYMENT OPPORTUNITY CLAUSE During the performance of this contract, the Contractor agrees as follows: • (1) The Contractor shall not discriminate against any employee applicant for employment because of race, religion, color, sex, national origin, or disability as defined by the Americans" With Disabilities Act of 1990 and Omaha Municipal Code Section 13-82. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex or national origin. The Contractor shall take all actions necessary to comply with the Americans With Disabilities Act of 1990 and the Omaha Municipal Code (Chapter 13) including, but not limited to, reasonable accommodation. As used herein, the word "treated" shall mean and include, without limitation, the following: Recruited, whether advertising or by other means; compensated; selected for training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated. The Contractor agrees to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the. contracting officers setting forth the provisions of this nondiscrimination clause. (2) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin, or disability as recognized under 42 USCS 12101 et seq. (3) The Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of the Contractor's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The Contractor shall furnish to the contract compliance officer all federal forms containing the information and reports required by the federal government for federal contracts under federal rules and regulations, and including the information required by Omaha Municipal Code Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Contract Compliance Officer shall be those which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-8 MAHA 08 SPECIAL TAX-Ordinance A-2 inance riate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 5c2-12) (the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. Contractor becomes involved in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving federal assistance, the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. (6) The Contractor shall file and shall cause his subcontractors, if any, to file compliance reports with the Contractor in the same form and to the same extent as required by the federal government for federal contracts under federal rules and regulations. Such compliance reports shall be filed with the Contract Compliance Officer. Compliance reports filed at such times as directed shall contain information as to the employment practices, policies, programs and statistics of the Contractor and his subcontractors. (7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Appendix, "Equal Employment Opportunity Clause", and Omaha Municipal Code Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-9 nondiscrimination clause. (2) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin, or disability as recognized under 42 USCS 12101 et seq. (3) The Contractor shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker's representative of the Contractor's commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The Contractor shall furnish to the contract compliance officer all federal forms containing the information and reports required by the federal government for federal contracts under federal rules and regulations, and including the information required by Omaha Municipal Code Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Contract Compliance Officer shall be those which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-8 MAHA 08 SPECIAL TAX-Ordinance A-2 inance riate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 5c2-12) (the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4. t m co �- ~ gym d CD do d `in • o n U 00 0 Si a) co Fi CD LA C9 PLa C CD '\'.r OMAHA 08 SPECIAL TAX-Ordinance • A-7 1596 (402) 341-0500 Attest: CITY OF OMAHA By City Clerk Mayor Date FIRST NATIONAL BANK OF OMAHA, as Paying Agent and Registrar By Title Approved as to Form: City Attorney • 4813-0033-6898.4 OMAHA 08 SPECIAL.TAX-Ordinance A-5 Date Finance Director Z:/Phyl I is/Departmt/CityCoun/01182008pap b.e. PAW' • OMA-284163-1 0 • CD w CD CO C r r a 1a c o H • z 1 z n O O > so �' _ " 11 x II p73 gal p z - Z a G) Z n m P' 0 '* 0 C d S' 0 to 0 A' '5 ,t'R "•t 0 Cl, "'S P' 'U H b E' � ^ 0 o C -I 5. o N w cn a CD 0 , Y 0 " 0 0 0" C N _ C7• 0 0 CD O Z \W aa. � a. � � „2 „, g _ ,g 2 D g ,.." 2 ao.'u o O• a0 ova a �' 0 O "0 •UQ a N W CAD O CD y .4 °' �. `0 ,- n .. ,i''n i--,cy4 W �Oy C \� O. p O VC w Q. O Z �°-,"•• OflI U] N ,, o5' ° co.d cn 0 m a Z o E o d aw • m .� o o a ,-' o w o 5 -: `0 - c�u °' o a i--i 0 oNo� �' va � m ��„ CD �" � vc w •*,v�o �vo � p 0 '� td 0 � td � �„ cWi, z ,-n " O 5' O' - "-. " '6• o ooO CD o o ° � CC �� w 0• a O0 N CD a 0 CM '' o O � a a, ,--, p cn ,..9 CD �y �,J \ • O 0-, °' O cao O "' O 5 cn cn '-n 2 cra o 6 �' p o w Vn v) ° G •1 a N n Po p w o CD CD Cr°is -, p o O o " P y o C� C�J CD c 0.CfC4 o 5• .EF -. m w CD a, m'Ci CD a' o C r. ..,. 0 w ,'� �„ y• 0 ... w ° . O " 'tf " td . p a' �• a O a 8 G, co '-t O N • .°.' a N ° vc o 0 5'74 C 5 a a o 0 0 0 5' ( x cu 5 •� 0 �. „ a �' a' 0T. w o vc p. 0 < CD a w o w va V) Zj 0 .. ° 0 m Y 0 o ° Cr P '. ' 0 CAD CD .4' ° °, 0 '� 0 0 •CI IV °' ' k�• .....5 ° a 'c v 0 a' 0 o o 0 C' p "n 't3 O ,-' cu cP C H'C3 '0 CD w 0 CD 'fie C a `0 C 0 cn 0 5' 0 y O ° NO CD . °C' o C ,.� c' 0., n '- C a 5 NCo -, c w d '"d o 'C g < Ua �.'C O 4 ° . °° 0a0 GCn a Sc � "' a =vo o ' 0 ° 5' S0 �' G v . '�. No � Oa • . - p- Ccro 0 55 0occ ° ocro td . . . ., v, 0 Cf4 0 0 co .. .-, CD 0 .,•,UC cc (IQ 0 ,-s O Ili ! T = (s �, rD rn� fD l ` ,' O. (A L., rn LC LO N ,• rn k ".. ... v I�Ce INk 4 r. r • 0 g. cr. n 0 1 c , v, , C m ` ` z n 73 ; 1 • �' CI m 073 Wzfkl lated to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. (5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance A-8 MAHA 08 SPECIAL TAX-Ordinance A-2 inance riate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of this Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance 481.3-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 5c2-12) (the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance und and the Redemption Fund, and a copy of the audit report shall be made available to any Bondholder upon written request. Each such audit report shall state therein that the auditor has examined and is familiar with the 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance • 4813-0033-6898.4 OMAHA 08 SPECIAL TAX-Ordinance 4 OMAHA 08 SPECIAL TAX-Ordinance Address i!3 iU 6'/';4'f► 1.11,1 CAR RDA L w .5/L)0/ StrectiPO Box City State Zip • E-Mail Address f"u �Z), )d,�i e, c D iv,. I `" .. - ._.-,•••._ • -•.-:. . \----- ••-. . . ....•- . • 0 . . ., . , 1 PD1 172 . . . . • • %. ----. C7> . . . • , ' ..'-.......... V)Z .. • . • •- • • •--- Z • . ''-i; • ' ...7) - ' • -ii)4 . ..--- . '- ..7.) • .. . -.-- . , r-r1 SUTHERLANDS PLAZA, LLC SUT.HERLANDS PLAZA — 2920 "L" ST. OMAHA, NE n ts) C CD X 20 0 CO 2411 S.2,ITH STREET -7:1 OMAHA,NE. 68.107 PHONE-(402)734-5337 • SITE LAYOUT 4.