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RES 2008-1519 - Public facilities corporation lease revenue bonds, library and equipment project, series 2008A e. �MAHA,NF of °r Finance Department Omaha/Douglas Civic Center Kr- 1819 k 1819 Farnam Street,Suite 1004 Omaha,Nebraska 68183-1004 A (402)444-5416 04, FEBR��. Telefax(402)444-5423 '170Carol A.Ebdon City of Omaha Director Mike Fahey,Mayor Allen R.Herink City Comptroller Honorable President and Members of the City Council, Submitted for your approval is a Preliminary Official Statement pertaining to the issuance and sale of the City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A by the City of Omaha Public Facilities Corporation and is attached as Exhibit "A". This resolution also authorizes the distribution of the Preliminary Official Statement by the prospective underwriters of the Bonds and is hereby approved. We urge your favorable consideration of this resolution. Respectfully submitted, Refe o City Council for Consideration: 01?42- -. Carol Ebdon Date Mayor's Office/Title Date Finance Director P:\FINADM\1017slb.doc Village', parking structure and LEGAL EDITOR other related facilities. A copy ofin said plan is available for public of THE DAILY RECORD, of Omaha, a legal newspaper, rinted and inspection in the City Clerk's Office. g p Public Hearing will be held before the City published daily in the English language, having a bona fide paid Council of the City of Omaha, in the Legislative Chambers, Omaha/Douglas Civic circulation in Douglas County in excess of 300 copies, printed in Center, 1819 Farnam Street, Omaha, Omaha,in said County of Douglas,for more than fifty-two weeks last Nebraska. BUSTER BROWN, past; that the printed notice hereto attached was published in THE City Clerk ALL REQUESTS FOR SIGN LANGUAGE DAILY RECORD,of Omaha,on INTERPRELL REQUIRE A MINIMUM TOF 48 HOURS ADVERS(SIGNERS) ANCE NOTICE. November 13 and 20 , 2008 IF ALTERNATIVE FORMATS ARE NEEDED ALL REQUESTS WILL REQUIRE A MINIMUM OF 72 HOURS ADVANCE NOTICE. PLEASE NOTIFY CINDY FORD THINNES- 444-5553,IF ARRANGEMENTS NEED TO BE MADE. h11-13&20-08 That s ' ewspaper during that time was arly published and in ej�*� pin in the County of Douglas d of Nebraska. EN ERq�yF'p�� Subscribed in my p nce and sworn to before lilis 1VGfle+Rl 54✓i 51 me this 2 0 th day o �. �BuEh�I.��IGN$ re EXIReS �i 20 ditStion Copies $ 41 tr7••••4Tirctsf?' CS-5✓1 .51 1 • ,h>, F SV�g � Notary ubli ' and or ouglas County, State of Nebraska d�rs. Y F 0 '.2. p MINOR ::"=-= :i%F�awrt`i`Sod ROad,swcc•1oo•:`,:<:z'�':,. (Ph) 402.496.2498 i PLAT Omaha,Nebiaska 68154-2027 (Fax) 402.496.2730 F. 0, AKSARBEN VILLAGE REPLAT 5, (LOTS 1, 2 & 3) ?, li OMAHA, DOUGLAS COUNTY, NEBRASKA i Vj I 20-08 sj9:'1gy6 T- 01"c. . 6. O 9 7FoF NEB�F o Not bli n fo ouglas County, tate of Nebraska o .m0 O OUJ 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N) a a a a a •a a a a •a a a a a a a a a a a a a a a a a 7 W a a) 0) 0) 01 0 0 0 a)a 0) O D) W D) 0) a) 0) 0) 0) 0 01 0 a) 01 0).x Tr m m to H > EA W CO M co M CO CO CO co CO co co co CO CO co CO CO co CO co CO co CO co CO co CO co CO CO 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 a a Cr a a a a a Cr a a a a In a Cr a a Cl. a a a a a a Cr a a a a In Ill Ill In Cl) CO If) Ill I/1 Ill V) to )ll In In V1 Ill In Inn In I to Ill In Ill Ln Ill x o 0 0 0 0 o O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o O o O 0 o 0 0 0 o O F a) . N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N J E U 7 co W 0 0 0 0 a a Cr a a a a a a a a a a a a a a a a a a a a Cr a a a)m ami. m m e co co co CO M co CO CO M co CO M co CO M co CO M co CO M co co CO M co c N= 0 ID O .0 O 0) O)0) 0)0) 0) 0) 0) 0) 0) W 0) 0) 0)0) 0) 0) 0) 0) 0) 0) 0) 0) 0)0) 0) C C N N V co co co co N CD CD OO CD CD CD CD CO CD CD aD CD CD CO CD CD N CD CD C0 aD CD CD CD 1T O L p) n H m CO TO N N c)O m H> c E N m o., L (n C O H >w N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 - C O O„) E N C in N w V > a) N m Ojj L N per) N O a_ ay COH E-o m o. N O co Q a) N O .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U i� A ,1 LC2 Civic Center 1819 Farnam Street Omaha, NE 68183-0001 Chairperson Omaha Public Schools 3215 Cuming Street Omaha, NE 68131 Chairperson Board of Governors Metropolitan Community College 3000 Fort Street Omaha, NE 68111 Chairperson Board of Directors Papio Natural Resources District 8901 South 154th Street Omaha, NE 68138 President Educational Services Unit 1 3215 Cuming Street Omaha, NE 68131 • Chairperson Metropolitan Utilities District 1723 Harney Street Omaha, NE 68102 Chairperson Metro Area Transit Authority 2222 Cuming Street Omaha, NE 68102 Chairperson Omaha/Douglas Public Building Commission MAILING LIST RECEIVED RECEIVED QY .Q �c,cit (A,NLING MADE DATE MAILED // —� U� 4.31% -eK EXHIBIT A '.5 ° PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER ,2008 O eg .5 NEW ISSUE RATINGS: Moody's:" " ° 2 BOOK-ENTRY-ONLY Standard&Poor's:" " (See"RATINGS"herein) 4 N In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is excluded from gross income of the owners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal o .c alternative minimum tax imposed on individuals and corporations, except that such interest must be included in the "adjusted current earnings" of certain corporations for purposes of calculating alternative minimum taxable income. Bond Counsel also is of the opinion that, under existing laws of the State of Nebraska, interest on the Bonds is exempt from Nebraska state income taxation as long as it is > exempt for purposes of the federal income tax. See `LEGAL MATTERS—Tax Exemption"herein. $7,255,000' o ° CITY OF OMAHA PUBLIC FACILITIES CORPORATION °Y LEASE REVENUE BONDS (OMAHA LIBRARY AND EQUIPMENT PROJECT) ° SERIES 2008A 0 E Dated: Date of Delivery Due: December 1,as shown below o The Bonds(collectively,the`Bonds")are issuable in fully registered form in the denominations of$5,000 and integral multiples y Ig thereof. Interest is payable semiannually on June 1 and December 1 of each year, commencing June 1, 2009, by check, draft or wire on ° each interest payment date to the registered owner as of the applicable record date as shown on the books of registration of the City of o Omaha Public Facilities Corporation,a Nebraska nonprofit corporation(the"Corporation"),maintained by First National Bank of Omaha, as Trustee and Paying Agent. Principal of the Bonds is payable upon presentation and surrender of such Bonds at the principal corporate E b office of the Trustee in Omaha, Nebraska. The Bonds are subject to optional redemption, mandatory sinking fund redemption and U 0 extraordinary optional redemption prior to maturity,as more fully set forth herein. ti The Bonds initially will be registered in the name of Cede& Co., as nominee for The Depository Trust Company,New York, New York("DTC"),which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form ° g in authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. yPurchasers will not receive certificates evidencing the Bonds. Principal of,premium,if any,and interest on the Bonds will be payable by ° E the Paying Agent directly to DTC as the registered owner thereof Disbursement of such payments to the DTC Participants is the t responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the °Y Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of, premium, if any, and interest on such Bonds. See"THE BONDS—Book-Entry-Only System"herein. The Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring certain capital ° o 4) Y equipment for the City of Omaha,Nebraska, and acquiring, constructing, furnishing and equipping improvements to such City's public E c a library facilities in Omaha,Nebraska. $ E,o o «° Es. MATURITY SCHEDULE U VI w a (On Reverse of Cover Page) ar o The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of December 1,2008 by and between the O c Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS 1-4 FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY E.= UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION 0 0 P. AND THE CITY. oa o This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the 8 'c entire Official Statement to obtain information essential and material to the making of an informed investment decision. os The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter,subject to the approval 2.1 I of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U MATURITY SCHEDULE • $7,255,000* City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A Term Bond • Maturity Date Principal Interest CUSIP (December 1) Amount' Rate Yield Price 681785 2009 $240,000 2010 220,000 2011 230,000 2012 250,000 2013 260,000 2014 275,000 2015 295,000 2016 310,000 2017 325,000 2018 345,000 2019 365,000 2020 385,000 2021 410,000 2022 430,000 2023 460,000 2024 440,000 2025 465,000 2026 490,000 2027 515,000 2028 545,000 $ %Term Bonds Due December 1,20 to Yield %-CUSIP: 681785_ $ %Term Bonds Due December 1,20 to Yield %-CUSIP: 681785 (Accrued Interest,If Any,To Be Added) *Preliminary;subject to change. CITY OF OMAHA PUBLIC FACILITIES CORPORATION °Y LEASE REVENUE BONDS (OMAHA LIBRARY AND EQUIPMENT PROJECT) ° SERIES 2008A 0 E Dated: Date of Delivery Due: December 1,as shown below o The Bonds(collectively,the`Bonds")are issuable in fully registered form in the denominations of$5,000 and integral multiples y Ig thereof. Interest is payable semiannually on June 1 and December 1 of each year, commencing June 1, 2009, by check, draft or wire on ° each interest payment date to the registered owner as of the applicable record date as shown on the books of registration of the City of o Omaha Public Facilities Corporation,a Nebraska nonprofit corporation(the"Corporation"),maintained by First National Bank of Omaha, as Trustee and Paying Agent. Principal of the Bonds is payable upon presentation and surrender of such Bonds at the principal corporate E b office of the Trustee in Omaha, Nebraska. The Bonds are subject to optional redemption, mandatory sinking fund redemption and U 0 extraordinary optional redemption prior to maturity,as more fully set forth herein. ti The Bonds initially will be registered in the name of Cede& Co., as nominee for The Depository Trust Company,New York, New York("DTC"),which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form ° g in authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. yPurchasers will not receive certificates evidencing the Bonds. Principal of,premium,if any,and interest on the Bonds will be payable by ° E the Paying Agent directly to DTC as the registered owner thereof Disbursement of such payments to the DTC Participants is the t responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the °Y Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of, premium, if any, and interest on such Bonds. See"THE BONDS—Book-Entry-Only System"herein. The Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring certain capital ° o 4) Y equipment for the City of Omaha,Nebraska, and acquiring, constructing, furnishing and equipping improvements to such City's public E c a library facilities in Omaha,Nebraska. $ E,o o «° Es. MATURITY SCHEDULE U VI w a (On Reverse of Cover Page) ar o The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of December 1,2008 by and between the O c Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS 1-4 FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY E.= UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION 0 0 P. AND THE CITY. oa o This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the 8 'c entire Official Statement to obtain information essential and material to the making of an informed investment decision. os The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter,subject to the approval 2.1 I of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U No dealer, broker, salesperson or other person has been authorized by the City, the • Corporations or the Underwriter to give any information or to make any representations in connection with the Bonds or the matters described herein, other than those contained in this Official Statement,and,if given or made, such other information or representations must be relied upon as having been authorized by the City, the Corporation or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion contained herein are subject to change, without notice, and neither the delivery of this Official Statement, nor any sale made hereunder,shall, under any circumstances, create any implication that there has been no change in the matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. The Underwriter may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed from time to time by the original purchasers. TABLE OF CONTENTS INTRODUCTION 1 CONTINUING DISCLOSURE 13 THE CORPORATION 1 LITIGATION 13 THE PROJECTS 2 LEGAL MATTERS 13 SOURCES AND USES OF FUNDS 2 Tax Exemption 13 SECURITY FOR THE BONDS 2 Original Issue Discount 14 General 2 Original Issue Premium 15 • Revision of State Property Tax Future Legislation 15 System 3 RATINGS 15 Prospective Financial FINANCIAL STATEMENTS 16 Commitments by the City 4 MISCELLANEOUS 16 THE BONDS 4 Description of the Bonds 4 APPENDIX A—City of Omaha—Selected Economic Place of Payment 4 Indicators Book-Entry Only System 5 APPENDIX B—City of Omaha—Financial Optional Redemption 7 Information Part One—Selected Sinking Fund Redemption 8 City of Omaha Financial Extraordinary Optional Information Redemption 8 Part Two—Independent Auditors' • Additional Bonds 8 Report and General Purpose Refunding Bonds 9 Financial Statements THE LEASE 9 APPENDIX C—Form of Continuing Disclosure THE AGREEMENT 9 Letter Agreement THE INDENTURE 11 APPENDIX D—Form of Opinion of Bond Counsel UNDERWRITING 12 IN CONNECTION WITH ITS REOFFERING OF THE BONDS, THE UNDERWRITER OF THE BONDS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. ipal of, premium, if any, and interest on such Bonds. See"THE BONDS—Book-Entry-Only System"herein. The Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring certain capital ° o 4) Y equipment for the City of Omaha,Nebraska, and acquiring, constructing, furnishing and equipping improvements to such City's public E c a library facilities in Omaha,Nebraska. $ E,o o «° Es. MATURITY SCHEDULE U VI w a (On Reverse of Cover Page) ar o The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of December 1,2008 by and between the O c Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS 1-4 FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY E.= UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION 0 0 P. AND THE CITY. oa o This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the 8 'c entire Official Statement to obtain information essential and material to the making of an informed investment decision. os The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter,subject to the approval 2.1 I of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U OFFICIAL STATEMENT $7,255,000* CITY OF OMAHA PUBLIC FACILITIES CORPORATION LEASE REVENUE BONDS (OMAHA LIBRARY AND EQUIPMENT PROJECT) SERIES 2008A INTRODUCTION This Official Statement and the cover page and reverse cover page (excluding prices) are furnished in connection with the offering by the City of Omaha Public Facilities Corporation, a nonprofit corporation organized under the laws of the State of Nebraska (the "Corporation"), of $7,255,000* aggregate principal amount of its Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A (the "Bonds"). The Bonds are to be issued pursuant to an Indenture of Trust (the "Indenture") dated as of December 1, 2008 by and between the Corporation and First National Bank of Omaha,as trustee and paying agent(the"Trustee"). The proceeds of the Bonds will be provided to the Trustee for deposit in an Acquisition Fund pursuant to the Indenture and used to finance on behalf of the City of Omaha,Nebraska(the"City")all or a portion of the costs of (i)the acquisition, construction, furnishing and equipping of capital improvements for certain library facilities located at the Saddlebrook School Library and Community Center, a City-owned public library facility (the "Library Project"), and (ii)the acquisition of two police helicopters and a compost grinding machine (the Project Equipment" and, collectively with the Library Project,the"Projects"). The Bonds will be secured by the pledge of the cash rentals payable by the City under a Lease-Purchase Agreement (the "Agreement") dated as of December 1, 2008 by and between the Corporation and the City, and assigned by such Corporation to the Trustee under the Indenture. The Trustee will receive such cash rentals and act as Paying Agent for the Bonds. The Corporation previously has issued and there remain outstanding$ aggregate principal amount of lease revenue bonds on behalf of the City. The Bonds are issued on a parity with such outstanding bonds (collectively, the "Parity Bonds"). Other nonprofit corporations previously have issued lease revenue bonds on behalf of the City, of which bonds $ aggregate principal amount remains outstanding. SEE "EXISTING LEASE-PURCHASE OBLIGATIONS" and "SECURITY FOR THE BONDS—General." THE CORPORATION • The Corporation was incorporated on May 20, 2005 under the Nebraska Nonprofit Corporation Act, Sections 21-1901 -21-1991, R.R.S. Neb. 1997, as amended. The only purpose for which the Corporation was organized is to assist the City with the acquisition, construction, furnishing and equipping of public facilities. The Corporation has three directors,who serve without compensation. Their names and principal occupations are as follows: *Preliminary;subject to change. BONDS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. ipal of, premium, if any, and interest on such Bonds. See"THE BONDS—Book-Entry-Only System"herein. The Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring certain capital ° o 4) Y equipment for the City of Omaha,Nebraska, and acquiring, constructing, furnishing and equipping improvements to such City's public E c a library facilities in Omaha,Nebraska. $ E,o o «° Es. MATURITY SCHEDULE U VI w a (On Reverse of Cover Page) ar o The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of December 1,2008 by and between the O c Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS 1-4 FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY E.= UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION 0 0 P. AND THE CITY. oa o This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the 8 'c entire Official Statement to obtain information essential and material to the making of an informed investment decision. os The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter,subject to the approval 2.1 I of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U Name and Office Occupation Karen Klein,President City Planner,City of Omaha Planning Department Kimberly Harman,Vice President Manager of the Recreation Division,City of Omaha Parks Department Donna Wiman, Secretary/Treasurer Manager of the Budget and Accounting Division, City of Omaha Finance Department The directors hold office until death or resignation, in which case the City may designate a successor,but if the City does not designate a successor within 30 days after the death or resignation,the remaining directors shall appoint a successor. THE PROJECTS The Corporation will use the proceeds of the Bonds to pay (or reimburse itself for the payment of)all or a portion of the costs of acquiring, constructing, furnishing and equipping the Projects on behalf of the City and the issuance costs of the Bonds. The City will lease the site of the Library Project to the Corporation pursuant to a Site Lease Agreement (the "Lease") dated as of December 1, 2008 by and between the City and the Corporation. The term of the Lease extends to the final maturity date of the Bonds. The City will sell the Project Equipment to the Corporation by Bill of Sale dated the date of delivery of the Bonds. SOURCES AND USES OF FUNDS Following are the aggregate sources and uses of the Bond proceeds (net of accrued interest, if any): Sources of Funds Bond Proceeds $ Net Original Issue Discount ( ) Total $ Uses of Funds Acquisition Fund Deposit $ Underwriter's Discount and Costs of Issuance Total $ EXISTING LEASE-PURCHASE OBLIGATIONS The City previously has incurred lease-purchase obligations in addition to those relating to the Bonds and the Parity Bonds in conjunction with the issuance by several nonprofit corporations similar to the Corporation of lease revenue bonds for the acquisition of real and personal property on behalf of the City. See "LONG-TERM CONTRACTUAL AGREEMENTS" in Appendix B. Such lease revenue bonds, exclusive of the Bonds and the Parity Bonds, are outstanding in the aggregate principal amount of $ and have a final stated maturity of . In conjunction with such lease revenue bonds and related projects, the City, as lessor, and each related corporation, as lessee, entered into site 2 tion was incorporated on May 20, 2005 under the Nebraska Nonprofit Corporation Act, Sections 21-1901 -21-1991, R.R.S. Neb. 1997, as amended. The only purpose for which the Corporation was organized is to assist the City with the acquisition, construction, furnishing and equipping of public facilities. The Corporation has three directors,who serve without compensation. Their names and principal occupations are as follows: *Preliminary;subject to change. BONDS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. ipal of, premium, if any, and interest on such Bonds. See"THE BONDS—Book-Entry-Only System"herein. The Bonds are being issued to provide funds for the Corporation to pay all or a portion of the costs of acquiring certain capital ° o 4) Y equipment for the City of Omaha,Nebraska, and acquiring, constructing, furnishing and equipping improvements to such City's public E c a library facilities in Omaha,Nebraska. $ E,o o «° Es. MATURITY SCHEDULE U VI w a (On Reverse of Cover Page) ar o The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of December 1,2008 by and between the O c Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS 1-4 FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY E.= UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION 0 0 P. AND THE CITY. oa o This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the 8 'c entire Official Statement to obtain information essential and material to the making of an informed investment decision. os The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter,subject to the approval 2.1 I of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U lease agreements, and each such corporation, as lessor,and the City, as lessee,entered into lease-purchase agreements (collectively,the"Outstanding Leases"). The Corporation was incorporated to consolidate into a single entity the functions hitherto performed on behalf of the City by the aforesaid nonprofit corporations. With the exception of refunding bonds, the City does not plan to request any such corporation to issue to any additional lease revenue bonds on behalf of the City. The Outstanding Leases and the corresponding indentures of trust contain substantially identical provisions as those in the Lease, the Agreement and the Indenture summarized herein under "THE LEASE," "THE AGREEMENT" and "THE INDENTURE," respectively. The obligations of the City under the Outstanding Leases are general obligations of the City payable from the City's General Fund without preference or priority over the City's obligation under the Agreement with respect to the Bonds. See"SECURITY FOR THE BONDS—General." In the event,however,of a payment default by the City under an Outstanding Lease, and the exercise by the trustee for the related lease revenue bonds, as the case may be, of the remedy of sale, lease or taking over the operation of the project as described under "THE INDENTURE—Default Remedies" or by such nonprofit corporation of the remedy of taking possession of the project described under "THE AGREEMENT—Default," the net proceeds of a sale, lease or operation by the trustee or such corporation of the related project would accrue to the benefit of the holders of such lease revenue bonds, ahead of the holders of the Bonds. Notwithstanding the foregoing, no such occurrence would relieve the City of its unconditional obligation to the Corporation to pay the cash rentals due under the Agreement. SECURITY FOR THE BONDS General The Corporation and the City have entered into the Agreement whereby the Corporation has leased the Library Project and the Project Equipment to the City for the period ending not later than the final maturity date of the Bonds. Under the Agreement, the City is obligated to pay, semiannually, cash rentals equal in amount to the principal of and interest on the Bonds, which cash rental payments will be due in such amounts and at such times as to provide sufficient funds to meet the principal and interest payments on the Bonds as the same become due. The City is also obligated to provide insurance and pay any taxes, maintenance expenses and other miscellaneous expenses so that the cash rentals are net to the Corporation. See"THE AGREEMENT." The cash rentals due from the City will be assigned to and received by the Trustee for payment of principal of and interest on the Bonds. Under Section 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended(the"City Charter"), the City is specifically authorized to enter into lease-purchase agreements, and, under Section 5.27 of the City Charter, the amount of any such lease-purchase agreement is not chargeable against the City's debt limit. See"APPENDIX B—LONG-TERM CONTRACTUAL AGREEMENTS." The City's obligation under the Agreement is a general obligation of the City payable from the City's General Fund each year of the lease-purchase term on the same basis as operating expenses and other contractual obligations of the City. The Agreement is an unconditional obligation of the City and is not subject to annual renewal. The City is required to annually include in its General Fund budget appropriations for paying the lease-purchase obligation. See "LONG—TERM CONTRACTUAL AGREEMENTS"in Appendix B. The City's primary sources of General Fund revenues are: 3 e provisions of an Indenture of Trust dated as of December 1,2008 by and between the O c Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS 1-4 FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY E.= UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION 0 0 P. AND THE CITY. oa o This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the 8 'c entire Official Statement to obtain information essential and material to the making of an informed investment decision. os The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter,subject to the approval 2.1 I of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U A general property tax not exceeding$.6125 per$100 of actual taxable value plus certain other amounts more fully described under the caption "AUTHORITY TO LEVY TAXES" in Appendix B hereto. A city sales and use tax of 11/4%. See the captions "CITY OF OMAHA GENERAL FUND" and "AUTHORITY TO LEVY TAXES"in Appendix B for further details on the City's sources of revenue. The Bonds are payable from and secured solely by the cash rentals to be paid by the City under the Agreement. With respect to the Bonds, the Corporation has no assets other than the related Projects, or revenues other than such cash rentals. Section 13 of the Agreement contains the following provision: City agrees that no delay, failure or insufficiency, for any reason whatsoever(including, in particular, but without limitation, an insufficiency in the amount of Bond proceeds to pay the cost of financing or refinancing the Projects), in the acquisition, construction or operation of the Projects or the refinancing thereof, or any part thereof, shall entitle City to terminate this Agreement or operate in any way to suspend, abate or reduce the Rental Payments due or to become due under the terms of. . .this Agreement. Revision of State Property Tax System The State of Nebraska's system of assessing and taxing personal property for purposes of local ad valorem taxation for support of local political subdivisions, including the City, has been the subject in recent years of constitutional amendment, legislation and litigation the result of which has been to substantially resolve certain challenges to the validity of the tax system. Governmental units in Nebraska may not adopt budgets for fiscal years beginning on or after July 1, 1998, in excess of 102.5% of the prior fiscal year's budget plus allowable growth (which includes increases in taxable valuation for such things as new construction and annexations). However, such budgetary limitations do not apply to, among other things, revenue pledged to retire bonded indebtedness or budgeted for capital improvements. Governmental units may exceed the budget limit for a given fiscal year by up to an additional 1%upon the affirmative vote of at least 75% of the governing body or in such amount as is approved by a majority vote of the electorate. Effective July 1, 1998,the property tax levies of incorporated cities and villages, such as the City, are limited to a maximum of 450/$100 of taxable valuation (plus an additional 50/$100 to pay the municipality's share of revenue required under interlocal agreements). The levy limit does not apply to levies for preexisting lease-purchase contracts approved prior to July 1, 1998, to bonded indebtedness approved according to law and secured by a levy on property and to pay judgments. The Agreement was approved after July 1, 1998,and the City's levy limit does apply to its obligation under the Agreement. The City's 2009 General Fund levy, exclusive of such unlimited levies, is 24.3120/$100 of taxable valuation. A political subdivision may exceed its levy limitation for a period of up to five years by majority vote of the electorate. There can be no assurance that Nebraska's system of assessing and taxing real and personal property will remain substantially unchanged, given the possibility of additional legislation, constitutional initiatives and referendums and litigation. Such changes could materially and adversely affect the amount of property tax and other revenues the City could collect in future years. The City does not believe, however, that the Nebraska Legislature, subject to any constitutional restrictions, would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the 4 ,2008 by and between the O c Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS 1-4 FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY E.= UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION 0 0 P. AND THE CITY. oa o This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the 8 'c entire Official Statement to obtain information essential and material to the making of an informed investment decision. os The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter,subject to the approval 2.1 I of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • repayment of its bonds, lease-purchase obligations and other obligations. The opinion of Bond Counsel will be rendered based on the law existing as of the date of issuance of the Bonds and in reliance upon general legal presumptions in favor of the constitutionality of statutes and upon the holdings of existing case law. Prospective Financial Commitments by the City In June, 2008, the City entered into a 25-year agreement with The National Collegiate Athletic Association and College World Series of Omaha, Inc.providing, among other things, for the construction of a new 24,000-seat baseball stadium adjacent to Qwest Center Omaha immediately north of downtown Omaha. The new stadium, to be completed by Spring 2011, will become the home of the College World Series, which has been held at Omaha's Rosenblatt Stadium annually for over 50 years. The projected cost of the new stadium is about$128 million, of which approximately$98 million will be raised through the issuance in early 2009 by the Corporation of lease revenue bonds. In anticipation of the bond issue, the City Council has passed ordinances increasing the City's hotel/motel and car rental taxes, and the City, as lessee-purchaser of the new stadium, plans to apply the increased tax collections, among other sources, to its lease purchase payments relating to such lease revenue bonds. It is anticipated that such lease revenue bonds will be secured on a parity with the Bonds. The City anticipates that it will issue during the remainder of calendar year 2008 general obligation bonds and redevelopment(special tax obligation)bonds in an aggregate amount expected to be not greater than$25,000,000. Such bonds will be secured by,respectively,the full faith and credit pledge of the City and by the City's pledge of its special ad valorem redevelopment tax. THE BONDS Description of the Bonds The Bonds will be issued as designated and in the aggregate principal amount set out on the cover page of this Official Statement. The Bonds will be dated the date of their delivery,will be issued in fully registered form and will mature as set forth on the reverse of the cover page of this Official Statement. Interest is payable semiannually on June 1 and December 1 of each year, commencing June 1,2009. Place of Payment The principal of the Bonds will be payable in lawful money of the United States of America at the principal corporate trust office of First National Bank of Omaha, as trustee and paying agent, in Omaha, Nebraska. Interest on the Bonds will be paid by wire transfer of the Trustee to the registered owner of $1,000,000 in aggregate principal amount of the Bonds of a series upon written notice by the registered owner given to the Trustee not later than the close of business on May 15 or November 15, as the case may be, or by check or draft mailed to the person in whose name a Bond is registered as of the May 15 or November 15,as the case may be,next preceding each interest payment date. Book-Entry Only System The Bonds initially will be issued solely in book-entry form to be held in the book-entry only system maintained by The Depository Trust Company ("DTC"),New York, New York. So long as such book-entry system is used, only DTC will receive or have the right to receive physical delivery of Bonds and, except as otherwise provided herein with respect to tenders by Beneficial Owners of Beneficial Ownership Interests, each as hereinafter defined, Beneficial Owners will not be or be considered to be, 5 Nebraska Legislature, subject to any constitutional restrictions, would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the 4 ,2008 by and between the O c Corporation and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA, OR A PLEDGE OF ITS 1-4 FAITH AND CREDIT. THE BONDS ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY SUCH CITY E.= UNDER THE LEASE-PURCHASE AGREEMENT DATED AS OF DECEMBER 1,2008 BY AND BETWEEN THE CORPORATION 0 0 P. AND THE CITY. oa o This cover page contains information for convenient reference only. It is not a summary of the Bonds. Investors must read the 8 'c entire Official Statement to obtain information essential and material to the making of an informed investment decision. os The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriter,subject to the approval 2.1 I of legality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U and will not have any rights as, owners or holders of the Bonds under the Indenture. The following information about the book-entry only system applicable to the Bonds has been supplied by DTC. Neither the Corporation nor the Trustee makes any representations, warranties or guarantees with respect to its accuracy or completeness. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede& Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Bond certificate will be issued for maturity the Bonds in the aggregate principal amount of each stated maturity of each series of the Bonds and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve,System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a"clearing agency"registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard& Poor's highest rating: "AAA." The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are,however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds,except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede& Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede& Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series to be redeemed. Neither DTC nor Cede& Co. (nor any other DTC nominee)will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the Record Date. The Omnibus Proxy assigns Cede& Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the Record Date(identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions and interest payments on the Bonds will be made to Cede& Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the Corporation or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC (nor its nominee), the Trustee or the Corporation, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of, premium, if any, and interest on the Bonds to Cede& Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee or the Corporation, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Corporation or the Trustee. Under such circumstances, in the event that a successor depository is not obtained,Bond certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event,Bond certificates will be printed and delivered. Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds. SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE& CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. 7 L with DTC and their registration in the name of Cede& Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • Upon (i)the written direction of a Corporation or (ii)the written consent of 100% of the Bondholders, the Trustee shall withdraw the affected Bonds from DTC and authenticate and deliver Bond certificates fully registered to the assignees of DTC or its nominee. If the request for such withdrawal is not the result of any Corporation action or inaction, such withdrawal, authorization and delivery shall be at the cost and expense of the persons requesting such withdrawal,authentication and delivery. THE CORPORATION AND THE TRUSTEE CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (i)PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, (ii)CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS OR (iii)REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE& CO., ITS NOMINEE, AS THE REGISTERED OWNERS OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT "RULES" APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE CURRENT "PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DIRECT PARTICIPANTS ARE ON FILE WITH DTC. NEITHER THE CORPORATION NOR THE TRUSTEE HAS ANY RESPONSIBILITY OR OBLIGATIONS TO THE DIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A)THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT; (B)THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNERS IN RESPECT OF THE PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (C)THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; (D)THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (E)ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, CEDE& CO., AS BONDHOLDER. Optional Redemption The Bonds maturing after December 1, 20_ are subject to redemption at the option of the Corporation from any source, in whole or in part at any time, in such order of maturities as determined by such Corporation(and by lot or other random selection method within a maturity)on or after December 1, 20 at the redemption price of 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. Sinking Fund Redemption The Bonds maturing on December 1, 20_ and December 1, 20_ are subject to mandatory sinking fund redemption from Basic Rent sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by Trustee, at a price of par without premium on December 1 in the years and principal amounts set forth below: ime by giving reasonable notice to the Corporation or the Trustee. Under such circumstances, in the event that a successor depository is not obtained,Bond certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event,Bond certificates will be printed and delivered. Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds. SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE& CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. 7 L with DTC and their registration in the name of Cede& Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U 2008A Bonds Principal Principal Year Amount Year Amount $ $ • (maturity) (maturity) To the extent that the Bonds have been previously called for redemption in part and otherwise than from the sinking fund, each related aforesaid annual sinking fund payment for the Bonds of such maturity shall be reduced by the amount obtained by multiplying the principal amount of such Bonds of such maturity so called for redemption, by the ratio which each annual sinking fund payment for the Bonds of such maturity bears to the total sinking fund payments of such Bonds subject to sinking fund redemption, and by rounding each sinking fund payment to the nearest$5,000 multiple. In case a Bond subject to sinking fund redemption is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed, but Bonds shall be redeemed only in the principal amount of $5,000 each or any integral multiple thereof. On or before the thirtieth day prior to each such sinking fund payment date, the Trustee shall proceed to select for redemption (by lot in such manner, as the Trustee may determine), from all outstanding Bonds subject to sinking fund redemption, a principal amount of such Bonds, of each series equal to the aggregate principal amount of such Bonds redeemable with the required sinking fund payment, and shall call such Bonds or portions thereof($5,000 or any integral multiple thereof)for redemption from such sinking fund on the next December 1,and give notice of such call. Extraordinary Optional Redemption The Bonds of each series are also subject to redemption at any time, in whole or in part, in the event of damage to or destruction of the related Project or condemnation thereof and election by the City that the proceeds of such damage, destruction or condemnation shall not be used to rebuild or restore the Project. Any such redemption shall be at a principal amount of the Bonds equal to the ratio of the dollar amount of such damage, destruction or condemnation award to the principal amount of the related Bonds then outstanding,plus accrued interest to the redemption date. Additional Bonds Additional Bonds on parity with the Bonds may be issued only if the Agreement is amended to increase the cash rentals payable by the City to provide sufficient funds at the times and in the amounts necessary to pay principal of and interest when due on the outstanding Bonds, the Parity Bonds and the proposed Additional Bonds. Refunding Bonds Other Bonds to refund all or any of the Bonds may be issued at any time so long as (i)the cash rentals payable by the City are sufficient to cover the principal and interest requirements on all Bonds of the series outstanding, including the refunding bonds, and(ii)the issuance of the refunding bonds shall in no manner adversely affect the exclusion from gross income of the interest on the refunded Bonds for federal income tax purposes. 9 below: ime by giving reasonable notice to the Corporation or the Trustee. Under such circumstances, in the event that a successor depository is not obtained,Bond certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event,Bond certificates will be printed and delivered. Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds. SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE& CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. 7 L with DTC and their registration in the name of Cede& Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U THE LEASE The following is a summary of certain provisions of the Lease. Reference should be made to the Lease itself for a complete statement of its provisions. Pursuant to the Lease, the City agrees to lease to the Corporation the parcels of land and improvements thereon upon which the Library Project has been or will be constructed or installed, in consideration of which the Corporation agrees to pay the City rent in the amount of$10.00 per year, to and including a termination date with respect to each Project not earlier than the final stated maturity date of the corresponding Bonds, when the Lease with respect to the related site expires by its terms. See "THE PROJECTS." Upon the expiration of the Lease with respect to a Project, the Corporation will return the land, together with any buildings or improvements thereupon,relating to such Project to the City. The Lease is binding upon any successors or assigns of the City or the Corporation. THE AGREEMENT The following is a summary of certain common provisions of the Agreement. Reference should be made to the Agreement itself for a complete statement of its provisions. References in the following summary to the Project and the Bonds are to each Project and the related series of Bonds. Term. The term of the Agreement begins on December 1, 2008 and ends with respect to the Bonds on December 1,2028. Rental. The City agrees to pay to the Corporation cash basic rent in the amounts and on or before the dates shown in the Agreement. The due dates of the cash rental payments are the principal and interest payment dates of the Bonds, and the amount of each rental installment is equal to the principal and interest next due. The City agrees that the cash rent shall be net to the Corporation and that all costs, expenses and obligations of every kind which may arise or become due with respect to the Project during the term of the Agreement shall be paid by the City. Assignment of Rentals. The Trustee is the assignee of all of the Corporation's rights to collect basic rent due under the Agreement, and such basic rent shall be paid by the City directly to the Trustee for the benefit of the owners of the Bonds. Prepayment. The City has the right to prepay the basic rent at any time and without penalty and thereby purchase the Project upon 30 days' prior written notice to the Corporation, provided that the City is not in default under the Agreement. Any such prepayment must be in an amount sufficient to pay the principal of all outstanding Bonds, plus redemption premium, if any, and accrued interest, if any, to the first permitted redemption date. Additional Payments by City. As additional rental, the City has agreed to pay all taxes on the Project and all utility charges incurred in the operation, maintenance and use of the Project, the fees and expenses of the Trustee under the Indenture and the expenses of any audit or examination of the Corporation's records requested by the City. Repairs and Maintenance. The City has agreed, at its own expense, to put and maintain the Project in good and safe order and condition and to make all necessary repairs required for any reason. • 10 livered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event,Bond certificates will be printed and delivered. Beneficial Owners may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of their interests in the Bonds. SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE& CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. 7 L with DTC and their registration in the name of Cede& Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • Insurance,Damage or Destruction. The City has agreed: • to obtain and keep in force during the term of the Agreement fire and extended-coverage insurance with respect to the Project in an amount at least equal to the full insurable value thereof, with the City, the Corporation and the Trustee, as their interests may appear, to be named as insured parties, but with any loss to be adjusted by and paid to the City so long as the City is not in default; that no damage to or destruction of any part of the Project by fire or other casualty shall entitle the City to terminate the Agreement or to violate any of its provisions or in any way to suspend, abate or reduce the rent then due or thereafter becoming due under the terms of the Agreement unless the City shall elect not to replace or restore the Project and shall provide to the Trustee funds sufficient to redeem all the Bonds in accordance with the Indenture; and to deliver to the Trustee as named insured at or prior to the issuance of the Bonds a leasehold title insurance policy in the amount equal to the original aggregate principal amount of the Bonds insuring that the City has a leasehold title to the site of the Project. The City may self-insure by means of an adequate self-insurance fund set aside and maintained out of its revenues if the City insures properties similar to the Project by self-insurance. Condemnation. No condemnation of all or any part of the Project shall in any way affect the liability of the City to pay the full rent due under the Agreement and proceeds of any such condemnation shall be paid to the Corporation and applied on the last unpaid rental installment, unless the City elects to have all Bonds redeemed as provided by the Indenture. Indemnification of the Corporation. The City has agreed to indemnify the Corporation against all liabilities, penalties, damages and expenses which may be imposed upon, incurred by or asserted against the Corporation as a result of(a)the City's performance of, or the failure of the City to perform, any obligation of the City under the Agreement; (b)any use or condition of the Project or any part thereof or any street, alley, sidewalk, curb, passageway or space adjacent thereto; (c)any personal injury, including death resulting at any time therefrom, or property damage occurring on or about the Project or any adjacent street, alley, sidewalk, curb,passageway or space; (d)the failure of the City to comply with any requirement of any governmental authority; and (e)any construction lien or security agreement filed against the Project or any part thereof. Alterations, Additions and Improvements. The City has the right to make any alterations, additions or improvements to the Project which will not diminish. the value thereof, and any such alterations, additions or improvements shall become a part of the Project and shall be covered by the Agreement. Use of Premises. The Project may be used by the City for public library and public stadium purposes and other such uses as the City shall deem appropriate from time to time; provided, however, that any other use of the Project shall not impair the City's use of the Project as public library facilities and public stadium facilities, as the case may be. The City may sublet any part of the Project for any uses for a period not extending beyond the term of the Agreement. No Right of Surrender by the Ciry. The City has no right to surrender the Project to the Corporation,and no abandonment of the Project or failure or inability of the City to use the Project at any time shall relieve the City of its obligation to pay the agreed rentals for the entire term of the Agreement. 11 REAT CEDE& CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE INDENTURE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY,AND INTEREST ON THE BONDS,RECEIPT OF NOTICES AND VOTING. 7 L with DTC and their registration in the name of Cede& Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • Conveyance of Project to the City. The Corporation has agreed to convey the Project to the City upon full payment of the rentals due under the Agreement. Default. The Corporation has the right to terminate the Agreement and take possession of the Project in the event the City defaults in the performance of any of its obligations under the Agreement and such default continues for a period of 30 days after written notice to the City. No such termination shall operate to relieve the City of its obligation to the Corporation to pay the cash rentals due under the Agreement,and the City shall continue to be liable for payment of the basic cash rent. Donations Held as Trust Fund. The City has agreed that any donation received by the City to assist in acquiring, constructing, furnishing and equipping the Project shall be held in trust and(unless the use is otherwise specified by the donor) used only to satisfy the City's obligations under the Agreement, to apply to the purchase of the Project from the Corporation and to pay costs of acquiring the Project. THE INDENTURE The following is a summary of certain provisions of the Indenture. Reference should be made to the Indenture itself for a complete statement of its provisions. Investment of Funds. All moneys held by the Trustee for the credit of any fund or account under the Indenture shall be invested and reinvested by the Trustee upon the written direction of the Corporation, but only in investments authorized by Reissue Revised Statutes of Nebraska, 1997, Section 14-563, viz. securities of the United States of America, the State of Nebraska, the City, Douglas County, Nebraska, a school district of the City, municipality owned and operated public utility property and plants of the City, and certificates of deposit from and time deposits in bank or capital stock financial institutions selected as depositories of City funds, provided that moneys deposited from cash rental payments to the credit of the Bond Fund shall only be invested and reinvested by the Trustee in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by,the United States of America. Any such investment shall mature at such time and in such amounts so that funds will be available when required. Income from all investments shall be credited to the fund from which the investment was made. Amendment of Indenture. An amendment which would extend the maturity of or reduce the interest rate on any Bond or affect the pledge and assignment of the cash rentals payable by the City or permit any priority of any Bond over any other Bond or reduce the percentage of Bondholders required to consent to any amendment of the Indenture requires the specific consent of the owner of each Bond which would be affected thereby. In the case of all other amendments, the Indenture may not be modified or amended without the consent of the owners of at least two-thirds of the principal amount of the Bonds outstanding, except to (i)correct an ambiguity or formal defect or omission, including any subsequent amendments thereto; (ii)grant and confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security that may be lawfully granted to or conferred upon the Bondholders or the Trustee; (iii)issue Additional Bonds or refunding bonds; (iv)comply with such requirements of the Code as are necessary in the opinion of nationally recognized bond counsel to make the interest on the Bonds exempt from federal income taxes; or (v)modify, alter, amend or supplement the Indenture in any other respect which in the judgment of the Corporation, as concurred in by the Indenture, is not materially adverse to the Bondholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • Notice of Redemption of Bonds. If a Bond in book-entry-only form is called for redemption, notice shall be mailed to the Depository not less than 30 days or more than 60 days prior to the redemption date. If a Bond not in book-entry-only form is called for redemption,notice shall be given by mailing a copy of the redemption notice by first-class mail not less than 30 days prior to the date fixed for • redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books of the Corporation kept by the Trustee. Defeasance. The Corporation's obligation as to any Bond shall be discharged when there has been deposited with the Trustee, in trust solely for such purpose, cash or United States government direct or guaranteed obligations maturing in such amount and at such times as will provide funds sufficient to retire such Bond at maturity or earlier permitted redemption date and pay interest and premium, if any, thereon to such retirement date. Events of Default. The following constitute events of default under the Indenture:- default in the due and punctual payment of the principal of or the interest on any outstanding Bond and the continuance thereof for a period of five days; default in the due and punctual payment of the basic cash rental payments to the Trustee and the continuance thereof for a period of 30 days; or default in the performance or observance of any other of the covenants, agreements or conditions on the Corporation's part contained in the Indenture, or in the Bonds, and the continuance thereof for a period of 30 days after written notice thereof to the Corporation by the Trustee, or by the owners of not less than 20% in aggregate principal amount of Bonds outstanding. Default Remedies. Upon the occurrence of an event of default under the Indenture, the Trustee may, and upon the written request of the owners of 20% in principal amount of the Bonds, shall, accelerate the principal of and the interest on the Bonds. The Trustee may rescind its declaration of acceleration and waive any default under the Indenture under certain circumstances. The owners of not less than 20% in principal amount of Bonds then outstanding shall have the right to request the Trustee, upon being indemnified to its satisfaction,to exercise any remedies available under the Agreement and,to the extent consistent therewith, may sell, lease or manage any portion of the Project and apply the net proceeds thereof as provided in the Indenture and,whether or not it has done so,proceed to take any other steps needful for its protection and that of the owners of the Bonds subject to the right in all events of the owners of a majority in principal amount of Bonds outstanding to direct the Trustee's action. UNDERWRITING Under a Bond Purchase Agreement (the "Bond Purchase Agreement") entered into by each Corporation and D.A. Davidson & Co., as Underwriter (the "Underwriter"), the Bonds are being purchased at an aggregate price of $ (the aggregate principal amount of the Bonds minus $ of Underwriter's Discount [and net original issue discount of $ 1). The Bond Purchase Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in the Bond Purchase Agreement, including the absence of pending or threatened litigation questioning the validity of the Bonds or any proceedings in connection with the issuance thereof and the absence of material adverse changes in the financial or business condition of the Corporation or the City. 13 ndholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth on the cover page of this Official Statement, which prices may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain dealers(including dealers depositing Bonds into investment trusts)at prices lower than the public offering price. CONTINUING DISCLOSURE The City has entered into an undertaking (the "Undertaking") for the benefit of the holders and beneficial owners of the Bonds to send certain financial information and operating data to certain information repositories annually and to provide notice to the Municipal Securities Rulemaking Board or certain other repositories of certain events, pursuant to the requirements of Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12)(the"Rule"). See "APPENDIX B— FORM OF LETTER AGREEMENT." The City is in compliance with each of its undertakings under the Rule. A failure by the City to comply with the Undertaking will not constitute an Event of Default under the Indenture or the Agreement, although any bondholder will have any available remedy at law or in equity, including seeking specific performance by court order, to cause the City to comply with its obligations under the Undertaking. Any such failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. LITIGATION No litigation is pending or, to the knowledge of the Corporation, threatened in any court to restrain or enjoin the issuance or delivery of any of the Bonds or in any way contesting or affecting the validity of the Bonds, the related resolutions of the Corporation, the Agreement, the Indenture or the City's Ordinance, or contesting the powers or authority of the Corporation to issue its Bonds or to adopt the resolutions or of the City to execute and deliver the Agreement or pass its related ordinance. LEGAL MATTERS Tax Exemption In the opinion of Kutak Rock LLP,Bond Counsel,to be delivered at the time of original issuance of the Bonds, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds (a)is excluded from gross income for federal income tax purposes and (b)is not a specific item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, will be included in the "adjusted current earnings" (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Internal Revenue Code of 1986, as amended (the "Code")) of certain corporations, and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of each such corporation's adjusted current earnings over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The opinions set forth above are subject to continuing compliance by the City and the Corporation with their respective covenants regarding federal tax laws in the Ordinance and the 14 or business condition of the Corporation or the City. 13 ndholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • Indenture. Failure to comply with such covenants could cause interest on the Bonds to be included in gross income retroactive to the date of issue of the Bonds. The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of certain recipients, such as banks,thrift institutions,property and casualty insurance companies, corporations (including S corporations and foreign corporations operating branches in the United States), Social Security or Railroad Retirement benefit recipients,taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred(or continued) indebtedness to purchase or carry tax-exempt obligations. The nature and extent of these other tax consequences will depend upon the recipients' particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding any such consequences, and investors should consult their own tax advisors regarding the tax consequences of purchasing or holding the Bonds. In.Bond Counsel's further opinion, under the existing laws of the State of Nebraska, the interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of the federal income tax. Original Issue Discount The Bonds maturing in the years and (the "Discount Bonds"), are being sold at an original issue discount. The difference between the initial public offering prices, as set forth on the cover page, of such Discount Bonds and their stated amounts to be paid at maturity constitutes original issue discount treated as interest which is excluded from gross income for federal income tax purposes, as described above. The amount of original issue discount which is treated as having accrued with respect to such Discount Bond is added to the cost basis of the owner in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Bond (including its sale, redemption or payment at maturity). Amounts received upon disposition of such Discount Bond which are attributable to accrued original issue discount will be treated as tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Bond, on days which are determined by reference to the maturity date of such Discount Bond. The amount treated as original issue discount on such Discount Bond for a particular semiannual accrual period is equal to the product of(i)the yield to maturity for such Discount Bond (determined by compounding at the close of each accrual period) and (ii)the amount which would have been the tax basis of such Discount Bond at the beginning of the particular accrual period if held by the original purchaser, less the amount of any interest payable for such Discount Bond during the accrual period. The tax basis is determined by adding to the initial public offering price on such Discount Bond the sum of the amounts which have been treated as original issue discount for such purposes during all prior periods. If such Discount Bond is sold between semiannual compounding dates, original issue discount which would have been accrued for the semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of Discount Bonds should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date and with respect to the state and local tax consequences of owning a Discount Bond. 15 ndholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U Original Issue Premium The Bonds maturing in the years through , inclusive (the"Premium Bonds"), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. An initial purchaser of a Premium Bond must amortize any premium over such Premium Bond's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium Bonds callable prior to their maturity, by amortizing the premium to the call date, based on the purchaser's yield to the call date and giving effect to the call premium). As premium is amortized, the purchaser's basis in such Premium Bond is reduced by a corresponding amount resulting in an increase in the gain(or decrease in the loss)to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser's basis may be reduced, no federal income tax deduction is allowed. Purchasers of Premium Bonds should consult with their tax advisors with respect to the determination and treatment of amortizable premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond. • Future Legislation From time to time,there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to above or adversely affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted • or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. RATINGS Moody's Investors Service ("Moody's") and Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of" " and " ," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. 16 15 ndholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • FINANCIAL STATEMENTS The general purpose financial statements of the City as and for the year ended December 31, 2007 included as Appendix B to this Official Statement have been audited by KPMG LLP, independent certified public accountants, as stated in its report appearing therein. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the Corporation and the purchasers or owners of any of the Bonds. The information contained in this Official Statement has been taken from the City,DTC and other sources considered to be reliable, but is not guaranteed. To the best of the knowledge of the undersigned, this Official Statement(insofar as it relates to the Bonds represented by the undersigned)does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made,not misleading. The execution and delivery of this Official Statement have been duly authorized by the Corporation as of the date shown on the cover hereof. CITY OF OMAHA PUBLIC FACILITIES CORPORATION By President • 17 proposal might be enacted • or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. RATINGS Moody's Investors Service ("Moody's") and Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of" " and " ," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. 16 15 ndholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U APPENDIX A CITY OF OMAHA— SELECTED ECONOMIC INDICATORS Omaha MSA Population and Employment Population' Employment2 1950 366,395* 163,050* 1960 457,873* 188,950* 1970 542,646* 214,650* 1980 569,614* 261,532* 1990 687,569 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 *Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S.Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. (A,NLING MADE DATE MAILED // —� U� 4.31% -eK Largest Employers-City of Omaha December 2007 Number of Employer Employees Offutt Air Force Base* 12,000 Alegent Health 8,400 Nebraska Medical Center(including UNMC) 8,350 Omaha Public Schools 7,500 Methodist Health System 6,200 First Data Corp. 5,800 • First National Bank 4,650 Union Pacific Corporation 4,500 Mutual of Omaha 4,100 ConAgra Foods,Inc. 3,600 *Located in Sarpy County(immediately south of Omaha). Source: Greater Omaha Chamber of Commerce Top 25 Employer List,2007(Ranked by Number of Employees). Omaha MSA(Eight Counties)Nonagricultural Wage and Salary Employment Average for 2006 Average for 2007 % of % of Number Total Number Total Construction and Mining 26,900 5.9% 27,800 5.9% Manufacturing 32,900 7.2 33,800 7.2 Trade,Transportation and Utilities 99,300 21.7 101,000 21.6 Information 12,900 2.8 13,000 2.8 Finance, Insurance and Real Estate 37,900 8.3 37,900 8.1 Professional and Business Services 62,900 13.7 65,000 13.9 Education and Health Services 65,300 14.2 67,000 14.3 Leisure and Hospitality 43,200 9.4 43,900 9.4 Other Services 16,500 3.6 16,600 3.6 Government 60,800 13.3 61,200 13.1 Total Nonfarm Employment 458,600 100.0% 467,500 100.0% Source: Bureau of Labor Statistics:State and Area Employment,Hours and Earnings. A-2 from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. RATINGS Moody's Investors Service ("Moody's") and Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of" " and " ," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. 16 15 ndholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U Omaha MSA Personal Income(per capita) Per Capita U.S.Per Capita Year Personal Income Personal Income Personal Income 1970 $ 2,547,642 $4,097 $4,085 1980 6,648,387 10,151 10,114 1990 13,293,632 19,325 19,477 2000 24,230,391 31,503 29,843 2001 25,179,787 32,458 30,562 2002 26,207,762 33,480 30,795 2003 27,237,083 34,414 31,466 2004 29,025,111 36,191 33,090 2005 30,435,305 37,444 34,471 2006 32,448,000 39,448 36,307 2007 N/A N/A 36,609 Source: Bureau of Economic Analysis,SA1-3,CA1-3. Omaha MSA'Net Taxable Sales Total Net Net Taxable Sales Year Taxable Sales(000) of Motor Vehicles (000) 1980 $2,589,068 $223,377 1990 4,055,334 499,033 2000 7,006,016 970,867 2001 7,241,327 1,133,659 2002 7,331,540 1,164,841 2003 7,667,430. 1,171,888 2004 8,365,580 1,124,848 2005 8,669,035 1,055,036 2006 8,796,364 1,013,663 2007 2 7,455,340 933,938 Source: Nebraska Department of Revenue. 1 Includes the five Nebraska Counties in the eight County MSA. 2 Nebraska Counties of MSA(Cass,Douglas,Sarpy,Washington,Saunders(1997-present))through October 2007. Value of Building Permits—City of Omaha Year Amount Year Amount 1950 $ 24,105,401 2002 701,502,687 1960 46,927,523 2003 633,542,187 1970 61,626,242 2004 623,481,197 1980 136,736,312 2005 673,153,699 1990 318,473,517 2006 605,536,231 2000 473,849,942 2007 663,007,432 2001 1,558,867,305 Source: Division of Permits and Inspections,City of Omaha. A-3 not be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. RATINGS Moody's Investors Service ("Moody's") and Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of" " and " ," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City, the Corporation nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. 16 15 ndholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U [This page left blank intentionally.] — SELECTED ECONOMIC INDICATORS Omaha MSA Population and Employment Population' Employment2 1950 366,395* 163,050* 1960 457,873* 188,950* 1970 542,646* 214,650* 1980 569,614* 261,532* 1990 687,569 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 *Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S.Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. (A,NLING MADE DATE MAILED // —� U� 4.31% -eK APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION PART ONE Selected City of Omaha Financial Information PART TWO Independent Auditors'Report and General Purpose Financial Statements 1970 542,646* 214,650* 1980 569,614* 261,532* 1990 687,569 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 *Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S.Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. (A,NLING MADE DATE MAILED // —� U� 4.31% -eK [This page left blank intentionally.] —FINANCIAL INFORMATION PART ONE Selected City of Omaha Financial Information PART TWO Independent Auditors'Report and General Purpose Financial Statements 1970 542,646* 214,650* 1980 569,614* 261,532* 1990 687,569 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 *Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S.Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. (A,NLING MADE DATE MAILED // —� U� 4.31% -eK APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION Part One Selected City of Omaha Financial Information ion PART TWO Independent Auditors'Report and General Purpose Financial Statements 1970 542,646* 214,650* 1980 569,614* 261,532* 1990 687,569 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 *Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S.Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. (A,NLING MADE DATE MAILED // —� U� 4.31% -eK CITY OF OMAHA,NEBRASKA GENERAL FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,2007 2003 2004 2005 2006 2007 Revenue: General Property Tax $ 45,861,914 $ 47,304,855 $ 50,000,897 $ 52,205,484 $ 55,126,392 Motor Vehicle Taxes 8,637,101 8,814,977 8,808,677 8,818,011 8,825,629 City sales&use tax 102,413,934 109,662,232 112,954,972 113,633,982 118,680,986 Business taxes 26,842,091 27,000,112 26,845,997 28,781,008 30,778,878 Licenses&permits 7,859,272 8,645,623 8,248,962 8,216,565 8,150,481 Intergovernmental revenue 8,224,072 7,521,860 9,956,560 8,388,815 9,246,268 Charges for services 16,507,207 15,323,915 15,616,713 16,285,001 18,568,340 Investment income 2,040,245 846,374 1,292,491 4,170,840 5,671,876 Rents&royalties 94,817 113,534 107,512 159,665 120,473 Miscellaneous 1,180,377 920,544 1,215,451 1,189,362 4,915,605 Total Revenue $219,661,030 $226,154,026 $235,048,232 $241,848,733 $260,084,928 Expenditures: Legislative&Executive $ 2,333,390 $ 2,476,555 $ 2,587,929 $ 2,458,360 $ 2,621,744 Law,Personnel&Human Relations 5,215,843 5,587,167 5,673,577 5,490,058 5,887,846 Finance 2,747,108 3,392,483 2,819,299 2,340,491 2,389,924 Administrative Services 2,912,082 1,518,104 - 0 0 Planning 5,093,024 5,255,516 6,599,159 5,115,735 5,755,897 Parks,Recreation&Public Property 15,485,023 15,846,920 15,265,292 14,899,544 16,483,949 Public Safety 133,242,630 133,803,769 139,765,068 151,289,868 163,245,015 Public Works 13,216,251 12,264,237 13,630,679 14,227,826 15,140,836 Convention and Tourism 0 0 0 255,600 250,000 Public Library 7,473,594 8,080,267 8,406,738 7,600,999 8,356,835 Retiree Benefits 13,759,092 15,994,880 15,163,968 16,372,920 17,410,910 Agency&Other Accounts 20,377,910 18,877,442 23,225,076 23,083,677 22,869,002 Total Expenditures 221,855,947 223,097,340 233,136,785 243,135,078 260,411,958 Excess(deficit)of revenues over expenditures: $( 2,194,917) $ 3,056,686 $ 1,911,447 $ (1,286,345) $ (327,030) Other sources(uses)of financial resources: Initial credit $ 2,223,541 $ 1,333 $ 489,111 $ 3,762,999 $ 2,643,828 Operating transfers and encumbrance adjustments(net) 460,487 704,980 243,269 182,684 1,579,312 Net other sources(uses) of financial resources 2,684,028 706,313 732,380 3,945,683 4,223,140 Excess(deficiency)of revenues over expenditures&other sources (uses)of financial resources* $ 489,111 $ 3,762,999 $ 2,643,827 $ 2,659,338 $ 3,896,110 Fund balance,beginning of yr. 2,224,874 490,444 4,252,110 6,406,811 5,303,150 Less initial credit (2,223,541) ( 1,333) (489,111) (3,762,999) (2,643,828) Fund balance,end of yr. $ 490,444 $ 4,252.110 $ 6,406.826 $ 5,303,150 $ 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U CITY OF OMAHA,NEBRASKA GENERAL DEBT SERVICE FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,2007 2003 2004 2005 2006 2007 Revenue: Taxes $33,325,595 $34,494,562 $35,631,565 $37,751,458 $ 39,700,167 In lieu-of-taxes 74,594 74,594 74,594 92,735 88,094 Interest income 1,194,441 596,500 238,746 114,615 111,542 Tax allocation revenue - 6,418,394 - Parking fees 438,972 1,187,866 1,168,532 1,026,585 1,243,110 Seat tax 117,939 433,207 374,998 594,628 427,038 State turn back revenue 909,566 318,747 997,550 450,389 799,636 Total revenue $36,061,107 $43,523,870 $38,485,985 $40,030,410 $42,369,587 Contributions from annexed areas 416,626 8,193,136 822,226 344,325 14,467,116 Total revenue&contributions $36,477,733 $51,717,006 $39,308,211 $40,374,735 $56,836,703 Expenditures: Outside services: Professional fees&liabilities $ 508,499 $ 4,747,872 $ 562,771 $ 292,396 $ 1,848,730 Collection fees 339,323 349,257 375,683 377,054 425,334 Total outside services $ 847,822 $ 5,097,129 $ 938,454 $ 669,450 $ 2,274,064 General obligation bonds: Interest expense $25,113,274 $ 56,237,576 $21,883,212 $23,008,972 $37,631,606 Bonds retired 49,050,000 234,975,000 21,150,000 35,125.000 39,725,234 Total general obligation bonds $74,163,274 291,212,576 $43,033,212 $58,133,972 $77,356,840 Total expenditures 75,011,096 296,309,705 $43,971,666 $58,803.422 $79,630,904 Excess(deficit)of revenues& contributions over(under) expenditures $(38,533,363) $(244,592,699) $(4,663,455) $(18,428,687) $(22.794,201) Other financing sources(uses): Refunding Bonds 31,210,633 257,091,159 - 11,425,000 27,397,421 Excess(deficit)of revenues& contributions over(under) expenditures&other financing sources(uses) $(7,322,730) $ 12,498,460 $(4,663,455) $(7,003,687) 4.603.220 Fund balance at beginning of year 18.379,732 11,057,002 23,555,462 18,892,007 11,888,320 Fund balance at end of year $11,057.002 $ 23.555.462 $18.892.007 $11.888.320 $16.491,540 B-2 47 $ (1,286,345) $ (327,030) Other sources(uses)of financial resources: Initial credit $ 2,223,541 $ 1,333 $ 489,111 $ 3,762,999 $ 2,643,828 Operating transfers and encumbrance adjustments(net) 460,487 704,980 243,269 182,684 1,579,312 Net other sources(uses) of financial resources 2,684,028 706,313 732,380 3,945,683 4,223,140 Excess(deficiency)of revenues over expenditures&other sources (uses)of financial resources* $ 489,111 $ 3,762,999 $ 2,643,827 $ 2,659,338 $ 3,896,110 Fund balance,beginning of yr. 2,224,874 490,444 4,252,110 6,406,811 5,303,150 Less initial credit (2,223,541) ( 1,333) (489,111) (3,762,999) (2,643,828) Fund balance,end of yr. $ 490,444 $ 4,252.110 $ 6,406.826 $ 5,303,150 $ 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U CITY OF OMAHA, SPECIAL TAX REVENUE REDEVELOPMENT AND SPECIAL OBLIGATION DEBT SERVICE FUND Five Years Ended December 31,2007 2003 2004 2005 2006 2007 Revenues: Property tax revenue 1,698,219 1,757,854 1,815,671 1,924,414 1,987,825 Tax allocation revenue 580,945 985,556 1,632,230 1,752,414 3,926,399 State cigarette tax 1,500,000 1,500,328 1,500,000 1,500,000 1,500,000 NRD Miller Park contribution 200,000 200,000 200,000 200,000 200,000 Douglas County Miller Park contribution 141,176 282,352 141,176 141,176 141,176 Rolling River --- --- 56,146 --- 111,575 Naming rights convention center --- 1,990,000 825,000 825,000 825,000 Land sales 1,060,955 1,015,257 1,656,289 --- 224,260 Other Income 440,033 207,662 --- --- --- Sewer Revenue Fees' 1,549,903 1,519,081 1,520,149 1,519,551 1,517,971 Total revenues 7,171,231 9,458,090 9,346,661 7,862,555 10,434,206 Expenditures: Agency and other accounts 16,851 16,718 26,119 47,445 20,842 Principal payment 1,468,217 1,481,024 1,746,813 2,003,542 4,315,527 Interest 5,146,824 4,526,330 5,459,700 5,281,609 5,094,062 Sewer Special Obligation debt service* 1,549,903 1,519,081 1,520,149 1,519,551 1,517,971 Professional fees 100,066 12,809 142,796 114,917 168,275 Total expenditures 8,281,861 7,555,962 8,895,577 8,967,064 11,116,677 Excess(deficit)of revenues over expenditures (1,110,630) 1,902,128 451,084 (1,104,509) (682,471) Fund balance,beginning of year: Fund balance 7,651,926 6,541,296 8,443,424 8,894,508 7,789,999 Fund balance,end of year: Fund balance 6,541,296 8,443,424 8,894,508 7,789,999 7,107,528 This redevelopment levy is used to pay bond and interest payments on Redevelopment Bonds.The levy for 2003,2004,2005,2006 and 2007 is .894 cents per$100 of taxable valuation.The State Community Development Law authorizes a taxing authority of 2.6 cents on each$100 upon actual value of all taxable property in the City. The Omaha Special Tax Revenue Redevelopment and Special Obligation Debt Service Fund services the following issuances: Name Date of Issue Date Retired ConAgra Riverfront Redevelopment 1988 2008 Downtown Redevelopment 1999 2019 2002 Redevelopment(Stockyards&Downtown) 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002,the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U CITY OF OMAHA,NEBRASKA , GENERAL FUND Fiscal Year 2008 Budget and 2009 Budget 2008 2009 Budgeted Budgeted Revenues: General Property Tax $ 60,919,217 64,378,978 Motor Vehicle Taxes 9,009,500 9,020,000 City Sales and Use Tax 130,000,000 136,087,500 Less:LB 775 Refunds (8,000,000) (8,000,000) Business Taxes 31,767,000 32,655,095 Licenses and Permits 8,732,400 8,437,700 Intergovernmental Revenues 8,946,200 9,869,300 Charges for Services 18,306,119 18,894,974 Investment Income 4,400,000 2,825,400 Miscellaneous 1,716,000 2,535,692 Prior Year Balance 3,249,743 3,896,110 Total Revenue 269,046,179 280,600,749 Expenditures: Legislative&Executive 2,721,553 2,801,834 Law,Personnel&Human Relations 6,183,420 6,421,625 Finance 2,247,498 2,450,432 Planning 6,189,060 6,524,621 Parks,Recreation and Public Property 17,400,010 18,576,407 Fire 68,218,300 69,096,544 • Police 91,931,522 94,008,933 Public Works 15,212,307 15,359,629 Convention and Tourism - 500,000 Public Library 8,312,587 8,631,805 Benefits 20,204,634 22,015,412 Agency and Other Accounts 30,425,288 34,213,507 Total Expenditures 269,046,179 280,600,749 Source: Finance Department,City of Omaha. The major portion of the City's day-to-day operations,some annual capital improvements and various lease-purchase agreements • are financed by the General Fund. Appropriations are also made from the General Fund for operating the Public Library System. Further appropriations provide for the City's contribution to employee benefit plans including pension systems, hospitalization and life insurance and social security taxes. The 2009 Budget was formulated from revised projections for budget year 2008. 2009 Budget projections anticipate an increase of$11.6 million over the 2008 Budget or an increase of 4.3%. B-4 The Omaha Special Tax Revenue Redevelopment and Special Obligation Debt Service Fund services the following issuances: Name Date of Issue Date Retired ConAgra Riverfront Redevelopment 1988 2008 Downtown Redevelopment 1999 2019 2002 Redevelopment(Stockyards&Downtown) 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002,the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U DEBT SERVICE REQUIREMENTS . The annual debt service requirements on the Bonds and other Lease Revenue Bonds, including the Parity Bonds,are shown below. Debt Service on Outstanding Debt Service on Lease Revenue Bonds Lease Revenue Bonds Series 2008A Total For Year Annual Principal Total • Ending Annual Annual Debt and Debt December 31 Principal Interest Service Principal Interest Interest Service 2008 $ 3,860,000 $ 3,856,360 $ 7,716,360 $ $ $ $ 2009 3,995,000 3,696,254 7,691,254 2010 4,200,000 3,505,074 7,705,074 2011 4,420,000 3,300,071 7,720,071 2012 4,620,000 3,086,759 7,706,759 2013 4,840,000 2,861,488 7,701,488 2014 4,870,000 2,619,832 7,489,832 2015 5,020,000 2,371,253 7,391,253 2016 4,165,000 2,107,688 6,272,688 2017 4,135,000 1,870,114 6,005,114 2018 4,375,000 1,629,081 6,004,081 2019 2,685,000 1,409,443 4,094,443 2020 2,825,000 1,259,797 4,084,797 2021 2,005,000 1,124,284 3,129,284 2022 1,570,000 1,020,729 2,590,729 2023 1,660,000 938,496 2,598,496 2024 1,745,000 851,043 2,596,043 2025 1,850,000 758,793 2,608,793 2026 1,710,000 661,071 2,371,071 2027 1,605,000 568,381 2,173,381 2028 1,340,000 480,980 1,820,980 2029 1,415,000 404,270 1,819,270 2030 1,500,000 323,091 1,823,091 2031 1,590,000 237,050 1,827,050 2032 1,680,000 145,969 1,825,969 2033 1,780,000 49,585 1,829,585 $ TOTALS $75.460.000 $41,136.953 $116.596,953 = $ $ $ B-5 . Appropriations are also made from the General Fund for operating the Public Library System. Further appropriations provide for the City's contribution to employee benefit plans including pension systems, hospitalization and life insurance and social security taxes. The 2009 Budget was formulated from revised projections for budget year 2008. 2009 Budget projections anticipate an increase of$11.6 million over the 2008 Budget or an increase of 4.3%. B-4 The Omaha Special Tax Revenue Redevelopment and Special Obligation Debt Service Fund services the following issuances: Name Date of Issue Date Retired ConAgra Riverfront Redevelopment 1988 2008 Downtown Redevelopment 1999 2019 2002 Redevelopment(Stockyards&Downtown) 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002,the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • SUMMARY OF 2007 GENERAL FUND REVENUES AND EXPENDITURES BY SOURCE JUNE 30,2008 2008 Actual Projected Projected Over Budgeted 6/30/2008 12/31/2008 (Under)Budget Revenues: General Property Tax $ 60,919,217 $ 33,949,455 $ 61,025,000 $ 105,783 Motor Vehicle Taxes 9,009,500 4,055,012 8,695,000 (314,500) City Sales and Use Tax 122,000,000 59,863,955 120,600,000 (1,400,000) Business Taxes 31,767,000 12,682,089 32,223,000 456,000 Licenses and Permits 8,732,400 3,620,452 7,775,000 (957,400) Intergovernmental Revenues 8,946,200 4,573,886 9,273,200 327,000 Charges for Services 18,306,119 8,652,240 18,710,224 404,105 Investment Income 4,400,000 1,295,993 2,400,000 (2,000,000) Miscellaneous 1,716,000 507,392 2,500,000 784,000 Prior Year General Fund Balance 3,249,743 2,659,322 2,659,322 (590,421) Total General Fund Revenue 269,046,179 131,859,796 265,860,746 (3,185,433) Expenditures: Legislative&Executive 2,721,553 1,401,141 2,602,365 (119,188) Law,Personnel&Human Relations 6,183,420 2,853,452 5,870,945 (312,475) Finance 2,247,498 610,971 2,302,552 55,054 Planning 6,189,060 3,152,229 6,415,647 226,587 Parks,Recreation and Public Property 17,400,010 8,475,892 19,347,797 1,947,787 Public Safety 160,149,822 81,106,653 161,437,347 1,287,525 Public Works 15,212,307 5,567,631 15,633,075 420,768 Public Library 8,312,587 3,480,699 7,680,091 (632,496) Benefits 20,204,634 10,940,863 20,498,075 293,441 Outside Agency Accounts 17,766,153 9,484,607 18,030,524 264,371 Contingency and Other Accounts 12,659,135 2,942,057 10,037,681 (2,621,454) Total General Fund Expenditures 269,046,179 130,016,195 269,856,099 809,920 Excess Revenues over Expenditures Overage() (3,995,353) Projected Federal Reimbursements(storm) 1,377,818 Projected 2008 General Fund Budget Carryover Reserve (2,617,535) Source: Unaudited records and projections of the Finance Department, City of Omaha as of June 30,2008. These records and projections have not been reviewed by the City's outside auditors:projections are projections only. Actual results as the result of the Year 2008 year-end audit may differ significantly. B-6 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002,the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U PROPERTY VALUATIONS AND DEBT RATIOS AS OF DECEMBER 31 2004 2005 2006 2007 Actual Valuation' $20,091,391,760 $21,495,123,660 $22,265,984,445 $25,302,239,770 Net Direct General Obligation Bonded Debt 439,551,010 465,864,465 464,368,152 520,334,932 %of Net Direct General Obligation Bonded Debt to Actual Valuation 2.19% 2.03% 2.09% 2.06% 1 Source: Records of Accounting Department,Office of the Douglas County Clerk. 2 The City has a property valuation of$26,509,935,870 for property taxes levied on December 31,2008 POPULATION,NET GENERAL BONDED DEBT AND PER CAPITA DEBT Per Capita Net Direct Net Direct General Obligation General Obligation Year Population' Bonded Debt2'3 Bonded Debt 1950 251,117 $ 11,100,500 $ 44.20 1960 301,598 30,697,871 101.78 1970 346,929 71,586,248 206.34 1980 313,911 73,939,298 235.54 1990 335,795 115,435,013 343.77 2000 390,007 408,103,671 1,046.40 2001 390,153 423,338,935 1,085.06 2002 399,357 417,421,740 1,045.23 2003 404,267 421,869,470 1,043.54 2004 404,274 439,551,010 1,087.26 2005 409,416 465,864,465 1,137.88 2006 419,545 464,368,152 1,106.84 2007 433,715 520,334,932 1,199.72 'Source: United States Census and Metropolitan Area Planning Agency,City of Omaha. 2Records of the Finance Department,City of Omaha. 'In 1982,the City of Omaha inaugurated a new annexation policy. The current annexation policy is designed to create annual, balanced annexation packages and establish consistency from year to year. Such annexation packages combine areas with relatively high outstanding indebtedness in relation to assessed valuation with other areas that have a more positive financial picture. These balanced packages can then be added to the City without tax increase to cover retirement of the additional debt assumed by the City. Under this approach,Omaha has grown by approximately 83,000 people and 36 square miles as a result of annexations since 1980. B-7 records and projections of the Finance Department, City of Omaha as of June 30,2008. These records and projections have not been reviewed by the City's outside auditors:projections are projections only. Actual results as the result of the Year 2008 year-end audit may differ significantly. B-6 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002,the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U OVERLAPPING DEBT Listed below are the political subdivisions which have the power to levy taxes and the amount of net bonded indebtedness of each, as of April 11, 2008, as reported to the State of Nebraska Auditor of Public Accounts, applicable to the taxable property within the City of Omaha: %Applicable to $Amount Bonds Outstanding City of Omaha Applicable Douglas County' $ 89,210,200 72.58% $ 64,748,763 Omaha-Douglas Public Building Commission2 28,705,000 72.58 20,834,089 School District of Omaha3 252,142,991 84.56 213.212,113 School District of Ralston3 29,240,000 71.64 20,947,536 School District of Millard3 157,785,000 63.33 99,925,241 School District of Elkhorn3 69,470,000 53.48 37,152,556 School District No.66 of Douglas County3 19,475,000 100.00 19,475,000 Total $646,028,191 $476,295,298 Douglas County, under various lease purchase agreements, is obligated to provide for annual rental payments. The annual payments on those lease purchase agreements,mostly short-term,are in each case$500,000 or less. 2 Payable from certain property tax revenues and payments to be made to it by the City of Omaha and Douglas County under certain contractual agreements. Actual rental payments by the City for 2007 were$1,389,641. The Act authorizing issuance of bonds by the Omaha-Douglas Public Building Commission(the"Commission")permits the Commission to levy a tax of$.017 per$100 of actual valuation on all the taxable property in Douglas County;the levy for 2007-08 is$.01096 per$100 of actual valuation. However, although the same Act authorizes the City to levy a tax on all the taxable property in the City, except intangible property,of$.017 per$100 of actual valuation in excess of the Charter limitation described under"AUTHORITY TO LEVY TAXES,"if and to the extent necessary to make the City's payments to the Commission,no such levy has ever been made by the City for such purpose. 3 Tax levies for general obligation bond sinking fund purposes are unlimited as to amount. Residents of the City reside in one of the five school districts and pay taxes only to that school district. The City's ratio of direct and overlapping debt ($1,013,121,769) to its 2007/2008 property valuation($25,302,239,770) is 4.004%. B-8 City's outside auditors:projections are projections only. Actual results as the result of the Year 2008 year-end audit may differ significantly. B-6 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002,the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • • LONG-TERM CONTRACTUAL AGREEMENTS The City of Omaha, under certain existing contractual agreements (including lease purchase agreements), is obligated to provide for annual payments which are a charge on the General Fund and the Parking Revenue Fund. From 2008 to 2033, the highest annual payment is $8,841,244 (in 2008), the lowest is$1,819,270(in 2029), and the average annual payment is$4,983,712. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding' as of December 31,2007 City of Omaha: Tax Increment Bonds and Notes $ 194,539,486 Special Tax Revenue Bonds 40,385,000 Highway Allocation Revenue Bonds 2,350,000 Convention Center Hotel Revenue Bonds 109,750,000 Special Obligation Bonds 78,510,000 Dodge Park Marina Revenue Bonds 155,000 Omaha Public Power District 1,565,000,000 Airport Authority of the City of Omaha 34,780,000 Sanitary Sewerage System Revenue Bonds 54,430,000 Nebraska Department of Environmental Control Sewer Revenue Notes 37,056,148 Metropolitan Utilities District 190,000,000 'Revenue bond indebtedness is not general obligation debt of the City. Principal and interest are paid solely from revenues arising from operations of the respective City facilities or of the Authority or District issuing such revenue bonds. No taxes are levied for payment of either principal or interest. Nor are the Tax Increment Bonds and Notes and Special Tax Revenue Bonds referred to above general obligations of the City. Principal and interest are paid(1)either from that portion of the ad valorem tax on real property in a redevelopment project which is in excess of that portion of the ad valorem tax upon real property in such redevelopment project produced by the levy at the rate fixed each year by or for each public body levying a tax in such redevelopment project on the valuation for assessment of the taxable real property as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. B-9 icantly. B-6 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002,the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U I TOTAL PROPERTY TAX LEVIES IN THE CITY OF OMAHA (Levied on Real and Tangible Personal Property) 2004 2005 2006 2007 2008 (amount per$100 of actual valuation) City of Omaha General Fund $.2431 $.2431 $.2431 $.2431 $.2431 Debt Service Fund .1759 .1759 .1759 .1759 .1759 Judgment Fund .0060 .0060 .0060 .0060 .0060 Redevelopment Fund .0089 .0089 .0089 .0089 .0089 Total for City of Omaha $.4339 $.4339 $.4339 $.4339 $.4339 2003-04 2004-05 2005-06 2006-07 2007-08 (amount per$100 of actual valuation) Other Taxing Units M.U.D.-Water Hydrants $.0072 $.0070 $ -0- $ -0- $ -0- Douglas County .2680 .2680 .26427 .26144 0.24519 Library-(Unincorporated Areas Only) .0273 .0251 .02122 .01855 0.01770 School District of Omaha' 1.2770 1.2545 1.21849 1.19930 1.20059 School District No.66 of Douglas County' 1.2599 1.2930 1.28885 1.30156 1.25282 School District of Ralston' 1.3387 1.3236 1.30261 1.29216 1.26197 School District of Millard' 1.3212 1.2989 1.28995 1.27958 1.20999 School District of Elkhorn' 1.2664 1.2581 1.23776 1.29165 1.30510 State Educational Service Units .01502 .01502 .01502 .01502 0.01500 Omaha-Douglas Public Building Commission .0196 .0110 .01096 .01096 0.01096 Papio Missouri River Natural Resources District .0306 .0406 .03909 .03844 0.03485 Metropolitan Technical Community College .0564 .0674 .0674 .0674 0.06740 Omaha Transit Authority .0505 .0505 .04890 .04871 0.04617 'Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district. 2Residents residing in school districts other than the School District of Omaha pay $.01642 for years 2006-07, $.01657 for years 2005-06 and .01671 for the years 2004-05. B-10 evelopment project on the valuation for assessment of the taxable real property as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. B-9 icantly. B-6 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002,the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • MAJOR TAXPAYERS The following are firms located within the City of Omaha with real estate valuations in excess of $25,000,000 as of June 18,2008. Value of Taxpayer Real Property OAK VIEW MALL LLC $102,718,100 168TH AND DODGE LP • 75,907,800 WESTROADS MALL LLC 71,589,000 W D W LIFE INS SOC 57,966,600 IRET-MR9 LLC 56,175,600 FIRST DATA RESOURCES INC 53,282,900 SECURITY NATL PROPERTIES FUND 46,830,000 UNITED OF OMAHA LIFE INS 46,443,700 OPUS REALTY CO ETAL 43,994,900 CLF LANDMARK OMAHA LLC 42,030,300 CARG LLC 41,816,500 CONNECTICUT NAIL BANK TR 40,218,800 CREIGHTON ST JOSEPH REGIONAL 39,000,000 FIRST NATIONAL BANK OMAHA 37,700,600 GUARANTEE MUTUAL LIFE 37.056,400 OMAHA PLAZA INVESTMENTS LLC 36,287,300 FIRST NATL OF NEBR INC 35,218,400 TARGET CORPORATION 34,325,900 WASHOVIA DEVELOPMENT CORPORATION 34,060,000 COLE MT OMAHA 33,341,600 DOUGLAS BUILDING LLC 33,302,200 WIESMAN DEVELOPMENT LLC 32,883,500 CONNECTIVITY SOLUTIONS MANUFACTURING 31,460,400 LVP OAKVIEW STRIP CENTER LLC 31,183,200 ALEGENT HEALTH 30,101,900 WEST TELESERVICES CORP 30,006,900 REGENCY LAKESIDE ASSOC LLC 29,839,100 BISHOP CLARKSON MEMORIAL HOSPITAL 28,598,900 CFO2 OMAHA LLC 27,484,300 ROE—NORTH PARK II LLC 25,623,300 PHYSICIANS MUTUAL INSURANCE CO 25,586,500 WAL-MART REAL ESTATE BUSINESS 25,461,400 Source: Records of the Tax Control Supervisor,Office of the Douglas County Clerk. B-11 .0505 .0505 .04890 .04871 0.04617 'Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district. 2Residents residing in school districts other than the School District of Omaha pay $.01642 for years 2006-07, $.01657 for years 2005-06 and .01671 for the years 2004-05. B-10 evelopment project on the valuation for assessment of the taxable real property as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. B-9 icantly. B-6 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002,the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • DEBT MANAGEMENT General Obligation Debt Margin Article V, Section 5.27,Home Rule Charter of the City of Omaha, 1956, as amended,provides: The total amount of general obligation indebtedness outstanding at any time, which shall include bonds issued but shall not include bonds authorized until they are issued, shall not exceed 3.5 per cent of the actual value of taxable real and personal property in the city. Computation of the general obligation debt margin as defined in the Home Rule Charter, based upon 2007 valuations,reflects the following: Maximum debt limit (3.5% of total assessed $885,578,392 valuation) General obligation bonds outstanding 536,826,472 Less balance in General Obligation Debt (16,491,540) (520,334,932) Service Fund December 31,2007 General obligation debt margin $365,243,460 Revenue bond indebtedness, special obligation bonds, general obligation notes and lease-purchase agreements are not chargeable against the general obligation debt margin. The City of Omaha has no general obligation notes outstanding. Revenue and special obligation bond indebtedness and lease purchase agreement obligations are set forth herein under the captions "OVERLAPPING DEBT" and "LONG-TERM CONTRACTUAL AGREEMENTS City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding." Debt Payment Record The City of Omaha has never defaulted on its obligations to pay principal of or interest on its indebtedness. General Obligation Bonds Authorized But Unissued Upon the issuance of the Bonds, the City will have $53,746,000 of general obligation bonds authorized but unissued. The City anticipates that these bonds will be issued in varying amounts annually through 2012. CASH RESERVE FUND At a special City election held on November 6, 1984, voters of the City approved an amendment to Section 5.03 of the City Charter to provide in subsection(10) for the establishment of a cash reserve fund("Cash Reserve Fund")for the purpose of meeting emergencies arising from: (a) the loss or partial loss of a revenue source; (b) an unanticipated expenditure demand due to a natural disaster, casualty loss or act of God; B-12 perty as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. B-9 icantly. B-6 2002 2032 2002 Special Obligation(Riverfront) 2002 2032 Performing Arts Redevelopment 2004 2024 Special Tax Revenue Redevelopment 2007 2027 Special Tax&Tax Allocation Revenue Redevelopment A 2007 2016 Special Tax&Tax Allocation Revenue Redevelopment B 2007 2011 In 2002,the 2002 Special Obligation Bonds were issued. These bonds are serviced by a variety of revenue sources including Property Tax Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U (c) expenditure demand for the satisfaction of judgments and litigation expenses . when the Judgment Levy Fund balance is inadequate;or (d) conditions wherein serious loss of life, health or property is threatened or has occurred. The 1984 amendment to the City Charter authorized the appropriation at the close of any fiscal year for credit to the Cash Reserve Fund of any amount, or portion thereof,held as General Fund surplus. Income earned on amounts credited to the Cash Reserve Fund is retained in the fund. The maximum size of the Cash Reserve Fund was established at an amount equal to 4%of General Fund appropriations. The ordinance adopted by the City Council to close Fiscal 1984 Accounts provided that the sum of $1,600,000 be transferred from 1984 available budgetary balances as the initial credit to the Cash Reserve Fund to be held as provided in Section 5.03(10) of the City Charter. 2007 interest earnings of $284,343 increased the balance as of December 31,2007 to $5,417,318. EMPLOYEE RELATIONS: RETIREMENT SYSTEMS The City of Omaha negotiates with four major unions: The Civilian Management Professional and Technical Employees Council; The Omaha City Employees, Local No.251; The Omaha Association of Firefighters, Local No.385; and The Omaha Police Union, Local No. 1. Current agreements with the four unions expire as follows: The Civilian Management Professional and Technical Employees Council—December 31, 2008; Omaha Association of Firefighters, Local No. 385—December 29, 2007; Omaha City Employees, Local No.251—December 31, 2008; and Omaha Police Union, Local No. 1- December 30,2007. The negotiating procedure involves meeting with the designated union representatives and discussing economic and noneconomic items regarding contractual agreements. At any time, should an impasse be reached, Nebraska law provides that either party may appeal to the Nebraska Commission of Industrial Relations. Either party may appeal the decision of such Commission to the Nebraska Supreme Court,whose decision is final. With the December 30, 2007 expiration of the Omaha Association of Firefighters, Local No.385 and the Omaha Police Union Local No. 1 union contracts, both contracts remain unsettled. The City and the Omaha Association of Firefighters, Local No. 385 are still negotiating a contract. The City and the Omaha Police Union Local No. 1 have declared an impasse in negotiations and have presented their cases to the Nebraska Commission of Industrial Relations. CITY OF OMAHA EMPLOYEES'RETIREMENT SYSTEM The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. B-13 Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • The historical and negotiated employee and City contributions rates based on an employee's ' compensation are as follows: Period Employee Rate City Rate 07/01/72-01/31/98 4.00% 5.20% 02/01/98-06/18/01 4.85 6.05 06/19/01-12/23/01 4.98 6.18 12/24/01-12/21/02 5.33 6.53 12/22/02-12/20/03 5.70 6.90 12/21/03-07/29/06 6.825 8.025 07/30/06-12/16/06 7.325 8.525 12/17/06-12/15/07 7.825 9.025 12/16/07-12/27/08 8.325 9.525 Prior service credit is granted for employment with the City before January 1, 1949, and membership service credit is granted for employment thereafter. Compulsory military duty and voluntary military duty in time of war count as service. Early retirement is permitted at age 50 with five years of service, with the accrued benefit reduced 8% per year for retirement prior to age 60. For employees whose age plus service equals or exceeds 80, the 8% per year reduction is eliminated. An employee's monthly pension is equal to 2.25% of average final monthly compensation for each year of service. Following is a cash flow analysis of the System for the last five fiscal years: 2003 2004 2005 2006 2007 Receipts Employee Contributions $ 3,128,760 $ 3,627,681 $3,643,131 $3,532,487 $ 4,262,326 Employer Contributions 4,349,621 4,449,203 4,500,192 4,145,033 4,975,039 Investment Income 40,677,320 30,056,366 18,008,146 30,714,663 17,158,906 Security Lending Income 109,199 101,171 92,472 126,172 199,220 Total Receipts $48,264,900 $38,234,421 $26,243,941 $38,518,355 $26,595,491 Disbursements Retirement Pensions $13,510,718 $15,215,239 $17,647,999 $21,159,087 $22,230,727 Death Benefits 140,000 173,400 210,338 75,698 11,524 Refunds 271,183 431,819 320,002 455,998 251,974 Other Disbursements 1,353,885 1,635,149 1,777,885 1,912,828 2,047,699 Total Disbursements 15,275,786 17,455,607 19,956,224 23,603,611 24,541,924 Excess of Receipts Over Disbursements $32,989,144 $20,778,814 $6,287,717 $ 14,914,744 $2,053,567 Source:Records of Finance Department,City of Omaha. B-14 in negotiations and have presented their cases to the Nebraska Commission of Industrial Relations. CITY OF OMAHA EMPLOYEES'RETIREMENT SYSTEM The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. B-13 Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • The latest actuarial study by the firm of Milliman Consultants and Actuaries was for the period ended January 1, 2007 and included an 8.0% investment assumption. Summarized below is financial information concerning the System for the last five fiscal years. 2003 2004 2005 2006 2007 System Total Assets' $250,059,336 $270,838,150 $277,125,867 $292,040,611 $294,094,178 Employee Contributions' 3,128,760 3,627,681 3,643,131 3,532,487 4,262,326 Employer Contributions' 4,349,621 4,449,203 4,500,192 4,145,033 4,975,039 Net Pension Obligation (3,411,896) (5,778,439) (8,100,275) (10,080,703) (13,910,207) • Unfunded Actuarial 66,600,000 57,100,000 74,900,000 69,700,000 74,300,000 Accrued Liability 'System Total Assets,Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2Complete Actuarial Valuations are performed every other year,the last being for the period ended January 1,2007. The net pension asset and unfunded accrued liability figures are from the report of Milliman,Inc. City of Omaha Employees'Retirement System Annual Pension Cost and Net Pension Obligation December 31,2007 The City's annual pension cost and net pension obligation to the Civilian Plan for the fiscal year ended December 31,2007 are as follows: Annual required contribution $ 8,883,618 Interest on net pension asset 807,256 Adjustment to annual required contribution (896,331) Annual pension cost 8,794,543 Contributions made 4,975,039 Increase in net pension obligation 3,819,504 Net pension obligation,beginning of year (10,090,703) Net pension obligation,end of year $(13,910,207) Three-year trend information is as follows: Fiscal Annual Percentage Net year pension of APC pension ending cost(APC) contributed obligation 12/31/2007 $8,794,543 57% $(13,910,207) 12/31/2006 6,135,462 67 (10,090,703) 12/31/2005 6,822,028 65 (8,100,275) • B-15 32,989,144 $20,778,814 $6,287,717 $ 14,914,744 $2,053,567 Source:Records of Finance Department,City of Omaha. B-14 in negotiations and have presented their cases to the Nebraska Commission of Industrial Relations. CITY OF OMAHA EMPLOYEES'RETIREMENT SYSTEM The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. B-13 Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U POLICE AND FIREMEN'S RETIREMENT SYSTEM • The City of Omaha Police and Firemen's Retirement System became effective on July 1, 1961. Certain of its provisions, which are governed by Chapter 22.61 of the Omaha Municipal Code, are summarized herein. Membership in the System is limited to and shall include only probationary and regular uniformed personnel of the Police and Fire Departments. Retirement is optional at age 45 with 20 years of service with a lifetime monthly service retirement benefit equal to 53% of average final monthly compensation. With 25 years of service or more, an employee can retire at the minimum age of 45 with a lifetime monthly retirement benefit equal to 75% of average final monthly compensation. Following is a cash flow analysis of the system for the last five fiscal years: 2003 2004 2005 2006 2007 Receipts Employee Contributions $10,806,224 $10,712,955 $11,558,030 $13,468,182 $14,996,443 Employer Contributions 15,952,973 15,387,900 16,434,609 19,020,836 20,699,211 Prior Service Contributions 1,327,600 1,327,600 1,327,600 1,327,600 1,327,000, Investment Income 70,952,783 43,980,340 39,095,219 58,197,853 28,888,051 Security Lending Income 68,307 102,444 85,792 84,760 150,220 $99,107,887 $71,511,239 $68,501,250 $92,099,231 $66,060,925 Disbursements Retirement Pensions $26,761,129. $30,994,359 $31,973,122 $33,918,970 $39,653,439 Death Benefits 169,625 23,900 66,463 1,000 56,898 Refunds 31,313 195,981 121,520 318,739 235,811 Other Disbursements 2,533,246 3,679,805 3,365,627 3,574,750 3,799,517 29,495,313 34,894,045 35,526,732 37,813,459 43,745,665 Excess of Receipts $69,612,574 $36,617,194 $32,974,518 $54,285,772 $22,315,260 Over Disbursements • Source:Records of Finance Department,City of Omaha. B-16 12/31/2007 $8,794,543 57% $(13,910,207) 12/31/2006 6,135,462 67 (10,090,703) 12/31/2005 6,822,028 65 (8,100,275) • B-15 32,989,144 $20,778,814 $6,287,717 $ 14,914,744 $2,053,567 Source:Records of Finance Department,City of Omaha. B-14 in negotiations and have presented their cases to the Nebraska Commission of Industrial Relations. CITY OF OMAHA EMPLOYEES'RETIREMENT SYSTEM The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. B-13 Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • The latest actuarial study by the firm of Milliman Consultants and Actuaries was for the period , ended January 1, 2008 and included an 8.0% investment assumption. Summarized below is financial information concerning the System for the last five years. 2003 2004 2005 2006 2007 System Total Assets' $383,731,297 $420,348,491 $453,323,009 $507,608,781 $529,923,390 Employee Contributions' 10,806,224 10,712,955 11,558,030 13,468,182 14,996,211 Employer Contributions' 17,280,573 16,715,500 17,762,209 20,348,436 22,026,211 Net Pension Obligation (6,788,891) (12,500,861) (20,884,106) (31,630,196) (45,494,051) Unfunded Actuarial Accrued Liability2 $128,200,000 $123,600,000 $250,500,000 $293,500,000 351,900,000 'System Total Assets, Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2Complete Actuarial Valuations are performed every year. The Net Pension Obligation and Unfunded Actuarial Accrued Liability figures are taken from reports of Milliman Consultants and Actuaries and annual City audits. During 1977, on the basis of an actuarial balance sheet prepared as of January 1, 1977, the District Court of Douglas County, Nebraska made a determination relative to the unfunded liability for past service credits and the method of funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the past service costs. Commencing in 1979, the City contributes to the Police and Firemen's Retirement System the sum of$1,327,600 per year for 50 years to provide for the amortization of the prior service cost. Police and Firemen's Retirement System Annual Pension Cost and Net Pension Obligation December 31,2007 The City's annual pension cost and net pension obligation to the Uniform Plan for the year ended December 31,2007 are as follows: Annual required contribution $36,169,279 Interest on net pension obligation 2,530,416 Adjustment to annual required contribution (2,809,629) Annual pension cost 35,890,066 Contributions made 22,026,211 Increase in net pension obligation 13,863,855 Net pension obligation,beginning of year (31,630,196) Net pension obligation,end of year $(45,494,051) B-17 ty of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions, which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. B-13 Revenue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U Three-year trend information is as follows: Fiscal Annual Percentage Net year pension of APC pension ending cost(APC) contributed obligation 12/31/2007 $34,563,066 60% $(45,494,051) 12/31/2006 30,917,700 65 (31,630,196) 12/31/2005 26,145,454 78 (20,884,106) OTHER POST EMPLOYMENT BENEFITS Implementation of GASB Statements The Government Accounting Standards Board ("GASB") has issued Statements No. 43 ("GASB 43"), Financial Reporting for Post Employment Benefit Plans Other Than Pension Plans ("OPEBs"), and No.45 ("GASB 45"), Accounting and Financial Reporting by Employers for Post Employment Benefits Other Than Pensions. GASB 43 was implemented by the City for fiscal year ending December 31, 2006 and GASB 45 was implemented by the City for fiscal year ending December 31,2007. GASB 45 requires the accounting for the annual cost of OPEB and the related outstanding liability using an actuarial approach similar to pensions. The City implemented prospectively(zero net obligation at transition). Plan Description The City provides certain postemployment health care benefits to eligible retirees and their dependents in accordance with provisions established in Chapter 23 of the Omaha Municipal Code. The plan is a single-employer defined benefit health care plan administered by the City. The plan does not issue separate financial statements. Funding Policy The contribution requirements of plan members and the City are established through labor negotiations, with the Omaha Police Union Local No. 101 (the "Police Union"), the Professional Firefighters Association of Omaha Local No.385 (the "Firefighters Union"), the Omaha City Employees Local No.251, and other classified civilian and sworn employees. All agreements are approved and can be amended by the Omaha City Council. Contributions are made to the plan based on a pay-as-you-go basis and the City self-insures this benefit. For the year ended December 31, 2007,the City paid$12,707,723 for 1,129 retirees. Retiree contribution rates vary from 0%to 5% of an annual estimated premium depending on the bargaining group date of retirement. Retiree contributions for 2007 were $386,124. See"EMPLOYEE RELATIONS; RETIREMENT SYSTEMS"regarding the uncertain status of the City's contract negotiations with the Firefighters Union and the Police Union. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2007 are as follows(unaudited): B-18 enue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U Percentage of Annual OPEB annual OPEB Net OPEB cost contributed Fiscal year ended: December 31,2007 $ 28,600,000 44% $15,892,277 The following tables(unaudited) show(1)the components of the City's annual OPEB cost for the year,the amount actually contributed to the plan, and changes in the City's net OPEB obligation and(2)the funded status of the plan: (1) Annual required contribution $28,600,000 Contributions made 12,707,723 Increase in OPEB obligation 15,892,277 Net OPEB obligation—beginning of year Net OPEB obligation—end of year $15,892,277 (2) The funded status of the plan as of March 1,2006 is as follows: Actuarial accrued liability(AAL) $307,500,000 Actuarial value of plan assets — Unfunded actuarial accrued liability(UAAL) $307,500,000 Funded ratio —% Covered payroll $ 153,600,000 UAAL as a percentage of covered payroll 200% Source:Finance Department,City of Omaha. Actuarial Methods and Assumptions Actuarial valuations on an ongoing plan involve estimates of the value-reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the health care cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The following Schedule of Funding Progress presents multiyear trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. B-19 Contributions are made to the plan based on a pay-as-you-go basis and the City self-insures this benefit. For the year ended December 31, 2007,the City paid$12,707,723 for 1,129 retirees. Retiree contribution rates vary from 0%to 5% of an annual estimated premium depending on the bargaining group date of retirement. Retiree contributions for 2007 were $386,124. See"EMPLOYEE RELATIONS; RETIREMENT SYSTEMS"regarding the uncertain status of the City's contract negotiations with the Firefighters Union and the Police Union. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2007 are as follows(unaudited): B-18 enue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • CITY OF OMAHA,NEBRASKA Schedule of Funding Progress(unaudited) Year ended December 31,2007 Post-Retirement Obligations Schedule of Funding Progress and Trend Information (Dollar amounts in millions) UAL as a Actuarial Unfunded percentage value of Actuarial AL Covered of covered Actuarial assets liability(AL) (UAL) Funded ratio payroll payroll valuation date (a) (b) (b-a) (a/b) (c) ((b-a)/(c) March 1,2006 $ - $307.5 $307.5 -% $153.6 200% Schedule of Employer Contributions Annual Total Percentage of required employer ARC contribution contribution contribution Fiscal year ending (a) (b) (b/c) December 31,2007 $28,600,000 $12,707,723 44.4% Source:Finance Department,City of Omaha. Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the plan members) and include benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan member to that point. The actuarial methods used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. In the March 1, 2006 actuarial valuation, the unit credit actuarial cost method was used. The actuarial assumptions included a 4% projected investment rate of return and an annual health care cost trend of 7.88% initially, reduced by decrements to an ultimate rate of 5% after five years. Both rates include a 3.25% inflation assumption. The amortization of the unfunded actuarial accrued liability is calculated assuming 30 annual payments increasing at 4% per year. The actuarial study was prepared by Milliman Consultants and Actuaries for the period ending March 1,2006. B-20 %to 5% of an annual estimated premium depending on the bargaining group date of retirement. Retiree contributions for 2007 were $386,124. See"EMPLOYEE RELATIONS; RETIREMENT SYSTEMS"regarding the uncertain status of the City's contract negotiations with the Firefighters Union and the Police Union. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2007 are as follows(unaudited): B-18 enue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • APPENDIX B—CITY OF OMAHA FINANCIAL INFORMATION PART TWO Independent Auditors'Report and General Purpose Financial Statements itors'Report and General Purpose Financial Statements 1970 542,646* 214,650* 1980 569,614* 261,532* 1990 687,569 359,000 2000 767,140 444,200 2001 775,760 445,300 2002 782,787 439,300 2003 791,461 444,000 2004 802,003 444,500 2005 812,830 451,200 2006 822,849 458,600 2007 828,741 467,500 *Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S.Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. (A,NLING MADE DATE MAILED // —� U� 4.31% -eK APPENDIX C FORM OF CONTINUING DISCLOSURE LETTER AGREEMENT December , 2008 First National Bank of Omaha, as Trustee for the Bonds 16th and Dodge Streets ' Omaha,NE 68102 $7,255,000* City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A Ladies and Gentlemen: (a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska (the "City")and First National Bank of Omaha, as Trustee("Trustee")under the Indenture of Trust dated as of December 1, 2008 (the "Indenture"), for the benefit of the holders and beneficial owners of the above-captioned bonds (collectively, the "Bonds") to facilitate compliance with Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended(17 C.F.R. § 240.15c2-12) (the"Rule"). This Letter Agreement is being executed and delivered to assist D.A. Davidson, as underwriter (the "Underwriter"), as the Participating Underwriter under the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph(b)hereof. (b) The following are the definitions of the capitalized terms used herein and not otherwise defined in the Indenture: "Annual Financial Information" means the financial information or operating data with respect to the City, provided at least annually, of the type included in Appendix A hereto. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board("GASB"). Such financial statements may, but are not required to,be Audited Financial Statements. "Audited Financial Statements"means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. "Material Event" means any of the following events, if material, with respect to the Bonds: (i) Principal and interest payment delinquencies; *Preliminary;subject to change. irefighters Union and the Police Union. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2007 are as follows(unaudited): B-18 enue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • • (ii) Non-payment related defaults; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers,or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) Modifications to rights of Bondholders; (viii) Bond calls(other than mandatory sinking fund redemptions); (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the Bonds; and (xi) Rating changes. "Material Event Notice"means written or electronic notice of a Material Event. "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 Letter Agreement are: Bloomberg Municipal Repository 100 Business Park Drive Skillman,NJ 08558 Phone: (609)279-3225 Fax: (609)279-5962 http://www.bloomberg.com/markets/rates/municontacts.html Email: Munis@Bloomberg.com DPC Data Inc. One Executive Drive Fort Lee,NJ 07024 Phone: (201)346-0701 Fax: (201)947-0107 http://www.MuniFILINGS.com Email: nrmsir@dpcdata.com C-2 least annually, of the type included in Appendix A hereto. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board("GASB"). Such financial statements may, but are not required to,be Audited Financial Statements. "Audited Financial Statements"means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by the City Council Audit Committee. "Material Event" means any of the following events, if material, with respect to the Bonds: (i) Principal and interest payment delinquencies; *Preliminary;subject to change. irefighters Union and the Police Union. Annual OPEB Cost and Net OPEB Obligation The City's annual OPEB expense is calculated based on the annual required contribution of the employer ("ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2007 are as follows(unaudited): B-18 enue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U Interactive Data Pricing and Reference Data,Inc. Attn: NRMSIR 15th Floor 100 William Street New York,NY 10038 Phone: (212)771-6999; (800)689-8466 • Fax: (212)771-7390 http://www.interactivedata-prd.com Email: NRMSIR@interactivedata.com Standard&Poor's Securities Evaluations,Inc. 45th Floor 55 Water Street New York,NY 10041 Phone: (212)438-4595 Fax: (212)438-3975 http://www.disclosuredirectory.standardandpoors.com/ Email: nrmsir_repository@sandp.com "SID" means a state information depository as operated or designated by the State of Nebraska and recognized by the Securities and Exchange Commission by no-action letter as such for the purposes, referred to in the Rule. There is not a SID as of the date of this Letter Agreement. (c) The City undertakes to provide the following information as provided in this Letter Agreement: (1) Annual Financial Information; (2) Audited Financial Statements, if any; and (3) Material Event Notices. (d)(1) The City shall while any Bonds are Outstanding provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City (the "Submission Date"), to the Trustee, who shall provide such Annual Financial Information to each then existing NRMSIR and the SID, if any, on or before the date which is five days after the Submission Date (the "Report Date") while any Bonds are Outstanding or, if not received by the Trustee by the second Business Day prior to the Report Date, then within five Business Days of its receipt by the Trustee. The City shall include with each submission of Annual Financial Information to the Trustee a written representation addressed to the Trustee to the effect that the Annual Financial Information is the Annual Financial Information required hereby and that it complies with the applicable requirements hereof. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to the Trustee and to each then existing NRMSIR or the Municipal Securities Rulemaking Board("MSRB") and the SID, if any. It shall be sufficient if the City provides to the Trustee and the Trustee 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. C-3 parameters of GASB 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan,and the net OPEB obligation for 2007 are as follows(unaudited): B-18 enue,Tax Allocation Revenue,State Cigarette Tax,NRD Miller Park Contribution,Douglas County Miller Park Contribution,Sewer Fees and Land Sales. *The debt service for these 2002 Special Obligation Bonds is paid directly from the Sewer Revenue Enterprise Fund. B-3 6,555,432 Source: Records of the Finance Department,City of Omaha *City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year,the excess,if any,of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • (2) If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements to the Trustee when and if available while any Bonds are Outstanding and the Trustee shall then promptly provide each then existing NRMSIR and the SID, if any, with such Audited Financial Statements. (3)(i) If a Material Event occurs while any Bonds are Outstanding, the City shall provide written or electronic notice of a Material Event in a timely manner to the Trustee. The Trustee shall promptly prepare a Material Event Notice, which shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds, and shall promptly provide the Material Event Notice to each then existing NRMSIR or the MSRB and the SID, if any. (ii) The Trustee shall promptly advise the City whenever, in the course of performing its duties as Trustee hereunder or under the Indenture,the Trustee identifies an occurrence which, if material, would require the City to provide a Material Event Notice pursuant to subparagraph(d)(3)(i), provided that the failure of the Trustee to so advise the City shall not cause a breach by the Trustee of any of their respective duties and responsibilities hereunder. (4) The Trustee shall, without further direction or instruction from the City, provide in a timely manner to each then existing NRMSIR or the MSRB and to the SID, if any, notice of any failure by the City while any Bonds are Outstanding to provide to the Trustee Annual Financial Information on or before the Report Date (whether caused by failure of the City to provide such information to the Trustee by the Submission Date or for any other reason). For the purposes of determining whether information received from the City is Annual Financial Information, the Trustee shall be entitled to rely conclusively on the City's written representation made pursuant to paragraph(d)(1)hereof. (5) If the City provides to the Trustee information relating to the City or the Bonds, which information is not designated as a Material Event Notice, and directs the Trustee to provide such information to information repositories, the Trustee shall provide such information in a timely manner to the MSRB and the SID, if any. (6) The Trustee shall determine each year prior to the Report Date the name and address of each NRMSIR and the SID, if any. (7) Any filing under this Letter Agreement may be made solely by transmitting such filing 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. (e) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no longer are Outstanding. This Letter Agreement, or any provision hereof, shall be null and void in the event that the City delivers to the Trustee an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Letter Agreement, or any such provision, are invalid,have been repealed retroactively or otherwise do not apply to the Bonds,provided that the Trustee shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. • (f) This Letter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to each Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule C-4 event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U and that such amendment complies with this paragraph(f), provided that the Trustee shall have provided notice of such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such amendment shall satisfy the following conditions: (1) The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule,as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form,the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture or the Agreement (as defined by the Indenture), and the rights and remedies provided by the Indenture upon the occurrence of.an "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations hereunder. (h) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses matters of federal securities laws, including the Rule, this Letter Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. (i) Article X of the Indenture is hereby made applicable to this Letter Agreement as if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee shall have only such duties as are specifically set forth in this Letter Agreement, and the City agrees, subject to the availability of appropriations of funds to it therefor and other moneys legally available for the purpose,to indemnify and hold harmless the Trustee from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee may incur(or which may be claimed against the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder,but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the issuer of the Bonds and the holders from time to time of the Bonds and shall create no rights in any other person or entity. C-5 do not apply to the Bonds,provided that the Trustee shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. • (f) This Letter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to each Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule C-4 event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • (k) This Letter Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Very truly yours, [SEAL] CITYOF OMAHA,NEBRASKA ATTEST: By Mayor City Clerk APPROVED AS TO FORM: City Attorney Acknowledged and Accepted as of the date first above written: FIRST NATIONAL BANK OF OMAHA, as Trustee By Authorized Officer C-6 ,600 2007 828,741 467,500 *Population and employment figures are for the previous five-county metropolitan statistical area. 1 Source: U.S.Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. (A,NLING MADE DATE MAILED // —� U� 4.31% -eK 1 APPENDIX D FORM OF OPINION OF BOND COUNSEL ' ,2008 City of Omaha Public Facilities Corporation City of Omaha Finance Department Suite 1004 1819 Farnam Street Omaha,NE 68183 City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by City of Omaha Public Facilities Corporation, a nonprofit corporation organized under the laws of the State of Nebraska (the "Corporation"), of its Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A, on behalf of the City of Omaha, Nebraska (the "City"), in the aggregate principal amount of $ (the "Bonds"). The Bonds are issued as fully registered bonds without coupons, are dated the date of delivery thereof, bear interest semiannually on June 1 and December 1 of each year, commencing June 1, 2009, at the rates per annum set forth below and mature on December 1 of the years and in the principal amounts set forth below: Series 2008A Bonds Principal Interest Year Amount Rate The Bonds maturing after December 1, 20_ are subject to redemption at the option of the Corporation in whole or in part at any time on or after December 1, 20_. The Bonds maturing on December 1, 20_and December 1, 20_are subject to mandatory sinking fund redemption. The Bonds are subject to extraordinary optional redemption in whole or in part at any time. The Bonds have been issued under and pursuant to the Constitution and laws of the State of Nebraska and in accordance with (i)the provisions of a resolution (the "Resolution") adopted by the erformance by court order, to cause the City to comply with its obligations hereunder. (h) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses matters of federal securities laws, including the Rule, this Letter Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. (i) Article X of the Indenture is hereby made applicable to this Letter Agreement as if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee shall have only such duties as are specifically set forth in this Letter Agreement, and the City agrees, subject to the availability of appropriations of funds to it therefor and other moneys legally available for the purpose,to indemnify and hold harmless the Trustee from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee may incur(or which may be claimed against the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder,but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the issuer of the Bonds and the holders from time to time of the Bonds and shall create no rights in any other person or entity. C-5 do not apply to the Bonds,provided that the Trustee shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. • (f) This Letter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to each Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule C-4 event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U Board of Directors of the Corporation that authorized the issuance of the Bonds and the execution and delivery of the Lease-Purchase Agreement dated as of December 1, 2008 (the "Agreement") by and between the Corporation and the City, the Indenture of Trust dated as of December 1, 2008 (the "Indenture") by and between the Corporation and First National Bank of Omaha, as trustee (the "Trustee"), the Site Lease Agreement dated as of December 1, 2008 (the "Lease") between the Corporation and the City and the Bond Purchase Agreement dated December_, 2008 between the Corporation and D.A.Davidson& Co., as underwriter (the "Underwriter"); and (ii)the provisions of Ordinance No. (the "Ordinance") passed by the City Council of the City on , 2008, which Ordinance authorized the execution and delivery of the Agreement, the Lease and the Letter Agreement dated as of the even date herewith between the City and the Trustee and approved the Indenture and the terms of and the issuance of the Bonds. The Bonds have been issued to provide the funds to pay all or a portion of the cost of acquiring certain capital equipment and of acquiring, constructing, furnishing and equipping certain public library facilities for the City and related costs of issuance (the "Project"). The Project site for the public library facilities is leased by the City to the Corporation pursuant to the Lease. Under the Agreement, the City will be granted possession of the Project and the right to acquire all of the Corporation's interest in and to the Project. The Corporation has covenanted in the Indenture to comply with all necessary provisions of the Internal Revenue Code of 1986, as amended (the "Code"), to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Noncompliance by the Corporation with such restrictions may cause the interest on the Bonds to be subject to federal income taxation retroactive to their date of issue. In connection with the issuance of the Bonds,we have examined the following: (a) the Amended and Restated Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; (c) the Ordinance; (d) an executed counterpart of the Agreement; (e) an executed counterpart of the Indenture; (f) an executed counterpart of the Lease; (g) an executed counterpart of the Letter Agreement; (h) the forms of Bond No.RA-1; and (i) such other proceedings, opinions, records, documents, Code provisions and statutes as we deemed necessary and appropriate in rendering this opinion. In connection with the issuance of the Bonds,we are of the opinion that: (1) The Corporation is a nonprofit corporation validly created and existing in the State of Nebraska. D-2 gainst the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder,but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the issuer of the Bonds and the holders from time to time of the Bonds and shall create no rights in any other person or entity. C-5 do not apply to the Bonds,provided that the Trustee shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. • (f) This Letter Agreement may be amended by the City and the Trustee without the consent of the Bondholders, but only upon the delivery by the City to each Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule C-4 event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U 1 (2) The Corporation has the power to issue the Bonds for the purpose and in the manner and to apply the proceeds of the sale of the Bonds as set forth in the Indenture. (3) The Agreement has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the City, represents a valid and binding agreement of the.Corporation and the City, enforceable in accordance with its terms. (4) The Indenture has been duly authorized, executed and delivered by, the Corporation and, assuming due authorization, execution and delivery by the Trustee, represents the valid and binding agreement of the Corporation and the Trustee, enforceable in accordance with its terms. (5) The Lease has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the City, represents the valid and binding agreement of the Corporation and the City, enforceable in accordance with its terms. (6) The Bonds are in proper form and have been executed by proper officers of the Corporation. The Bonds constitute valid and legally binding obligations of the Corporation payable, as to principal and interest, solely and only from the Rental Payments (as that term is defined in the Agreement)from the City's use of the Project. (7) The Rental Payments payable by the City under the terms of the Agreement are general obligations of the City and are payable from the City's General Fund each year of the term of the Agreement on the same basis as operating expenses and other contractual obligations of the City. Rental Payments are payable out of the funds of the City which may be raised, among other sources, by taxes levied by valuation on all the taxable property within the boundaries of the City and by sales taxes, subject to applicable taxing limitations. (8) The Agreement represents an unconditional obligation of the City and is not subject to annual renewal. (9) The obligations of the parties and the enforceability of the provisions contained in the Agreement, the Indenture and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. It is also our opinion that, assuming compliance by the Corporation with the covenant referred to in the fourth paragraph of this letter,the interest on the Bonds is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code)and such corporations are required to include in the calculation of alternative minimum taxable income 75%of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's D-3 ach Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule C-4 event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U • particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions or certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit or taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Bonds. It is further our opinion that, under the existing laws of the State of Nebraska,the interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of the federal income tax. We express no opinion as to the title to, or the sufficiency in,the Agreement,the Indenture or the Lease or otherwise of the description of the Project or the priority of any liens, charges or encumbrances of the Project. Very truly yours, [To be signed and delivered at Closing by Kutak Rock LLP] D-4 at term is defined in the Agreement)from the City's use of the Project. (7) The Rental Payments payable by the City under the terms of the Agreement are general obligations of the City and are payable from the City's General Fund each year of the term of the Agreement on the same basis as operating expenses and other contractual obligations of the City. Rental Payments are payable out of the funds of the City which may be raised, among other sources, by taxes levied by valuation on all the taxable property within the boundaries of the City and by sales taxes, subject to applicable taxing limitations. (8) The Agreement represents an unconditional obligation of the City and is not subject to annual renewal. (9) The obligations of the parties and the enforceability of the provisions contained in the Agreement, the Indenture and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. It is also our opinion that, assuming compliance by the Corporation with the covenant referred to in the fourth paragraph of this letter,the interest on the Bonds is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code)and such corporations are required to include in the calculation of alternative minimum taxable income 75%of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's D-3 ach Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule C-4 event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U C-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebraska • RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: • WHEREAS, the City Council of the City of Omaha, Nebraska is considering for passage an ordinance approving the terms and conditions of approximately $7,500,000'City of Omaha Public Facilities Corporation Lease Revenue Bonds (Omaha Library and Equipment Project) Series 2008A, (the "Bonds"), the proceeds of which will be used to finance the lease-purchase byti the City of Omaha of certain public equipment,buildings and facilities. WHEREAS, to enable prospective underwriters of the Bonds to comply with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, it is necessary for the City of Omaha to provide said prospective underwriters with an official statement which (except for certain omissions permitted by said Rule 15c2-12) the City deems final as of its date; and, WHEREAS, the Finance Department of the City of Omaha and the prospective underwriters have prepared the Preliminary Official Statement (attached hereto as Exhibit A) pertaining to the issuance and sale of said Bonds. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT the Preliminary Official Statement pertaining to the issuance and sale of the Bonds in Exhibit A attached hereto and by this reference made a part hereof as fully as if set forth herein is hereby approved in substantially the form attached hereto, and is hereby deemed. final as of its date, within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (except for certain omissions permitted by said Rule 15c2-12), and the distribution of the Preliminary Official Statement by the prospective underwriters of the Bonds is hereby approved. EP APPROV : TO O� CITY A •RNEY P:\FINADM\1017s1b.doc ouncilmember Adopted .' 0V — 4 4008 '7- • k City Clerk/ 74 APProved)-Z' "!- P Mayor ) The obligations of the parties and the enforceability of the provisions contained in the Agreement, the Indenture and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. It is also our opinion that, assuming compliance by the Corporation with the covenant referred to in the fourth paragraph of this letter,the interest on the Bonds is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (i.e., alternative minimum taxable income as adjusted for certain items, including those items that would be included in the calculation of a corporation's earnings and profits under Subchapter C of the Code)and such corporations are required to include in the calculation of alternative minimum taxable income 75%of the excess of each such corporation's adjusted current earnings (which includes tax-exempt interest) over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's D-3 ach Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule C-4 event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. 12 as no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 6 egality of the Bonds by Kutak Rock LLP,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the w g S Underwriter by its counsel, Kutak Rock LLP. It is expected that delivery of the Bonds will be made on or about December—, 2008 at E a DTC against payment therefor. U n O.� o g c 3 ° a DAVIDSON E COMPANIES` , D.A.Davidson& Co. �C `o 1-4 c member SIPC Dated: November 2008 Ha • E . o ° I.n F, y U U `Preliminary;subject to change. .N 2 J J >m N 92 N m"O o C J N E m 7 CO E x co o. co 0 0 0 o a a a a a a a a a a a a a a Cra a a a a a a a a a a a o co co co co co co co co co co co co co co co co co co co co co co co co co co co n 0 c N m p N LL_ N O 1) N _co m YO O 0) O a) 0) 0) 0) 0) 0)0) 0) 0) W 0 0)0) 0) 0) 0) 0) C1) O) 0) 0) a) 0) c H .7. N CO O CO Ol 0 x 7 aD CO CO OO aD CD CD O aD OC N CD C0 N CD CD N CD pD N CD C0 aD CD o0 CD O a) N 7 > m 2 O H co To-> CO C > m.0 Z N H> E 0 0 7 0 O N In N Of)CM IO a IO IO IO OD IO N In aD N 0) IO O IO N N N MO a I IO IA N m :° o O N M a N O r W !n 0 „ ` N M a CO Q co N mE N N C H Hco < O c H a) o0 W E.' CO o m C1 Q. 0 m U aa) 7 m Q 0.Z m CO N O • • (bDNNCODW (DDDONNOWODNCODDc0OO ( DO NNNNNNNNNNNNNNNNNNNNNNNNNN E O 0 C •C C Q N O O O co .- up N cO M ..0 C LC) In cD Cn N" Cn CO Cn O N O CO .- CO N If) cO C CO LC) C) (U YO O O L- N C) C Cn CO r N O `- O `- N `- C) C - CA 7 d o C 0Q N W L �) C) N LL N Q H U C F C) U U co 0? m .Q O N o O co Q Z ua) YO co N U , Ca C s a w D 1 � �� 0 z to u . p C CD .-+ o o C a • o �. 0 E Cr N.. o• p., a. accD acn 5 �, p Fa '-• ,-- �' n CC aCIV y 69 0-1 �, � —• \ i O o 0 b , . '•1 0 a. a ° P'° oN• a � �c" c c vo cD c1\ Rd ``o p �' p' 9 BCD 6; a- r �. " o a Y � c oc� a o o c ,.. , aa. C� a. w a cD a cD ry P . a Cl)cci� v�i v�i N a+ A+ .--r a P� P .) f- l it atistical area. 1 Source: U.S.Census Bureau. 2 Source: Bureau of Labor Statistics: State and Area Employment,Hours, and Earnings. (A,NLING MADE DATE MAILED // —� U� 4.31% -eK