ORD 37185 - Various purpose bonds series 2005 s
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Carol A.Ebdon
City of Omaha Director
Mike Fahey,Mayor
Allen R.Herink
October 25, 2005 City Comptroller
Honorable President
and Members of the City Council,
•
ORDINANCE PROVIDING FOR THE ISSUANCE
OF GENERAL OBLIGATION VARIOUS PURPOSE BONDS
SERIES OF 2005
We present this ordinance for your consideration pursuant to Sections 5.26 and 5.30,
"Bonds; General Provisions," of Article,V of the Home Rule Charter of the City of Omaha,
1956, as amended.
Section 5.26 of Article V authorizes the issuance of general obligation bonds, as
authorized by referendum for one or more of the purposes provided thereby, and of general
obligation refunding bonds for the purpose of refunding outstanding general obligation
indebtedness of the City of Omaha and the question of such issuance of general obligation
refunding bonds is not required to be authorized by referendum.
Section 5.30 provides in subsection(1):
Bonds of the city shall be prepared under the direction of the Council, shall be
signed by the Mayor, and counter-signed by the City Clerk. Bonds shall be sold and
disposed of by and under the direction of the Council and shall be delivered by the •
Finance Director, who shall promptly deliver the proceeds therefrom to the City
Treasurer in all cases except where an exchange of bonds is directed. The purpose or
purposes of each bond issue shall be stated on the bond, and the proceeds received from
the sale thereof shall be used for no other purpose or purposes.
This Ordinance provides for the issuance of General Obligation Bonds that are combined
and collectively designated "Various Purpose Bonds, Series of 2005," for the purpose and the
amounts set forth hereunder:
Purpose Date Authorized Amount To Be Issued
Public Facility November 3, 1998 $20,100,000
Sewers November 7,2000 1,300,000
Street and Highway November 7,2000 14,200,000
Parks and Recreation November 7,2000 6,000,000
Public Safety November 7,2000 1,200,000
$42,800,000
Honorable President
and Members of the City Council
Page 2
Twenty Million One Hundred Thousand Dollars ($20,100,000) of this issue (public
facility) is the sixth issuance of the November 3, 1998 authorization of Thirty Million
Four Hundred Thousand Dollars ($30,400,000).
One Million Two Hundred Thousand Dollars ($1,200,000) of this issue (sewers) is the
fourth issuance of the November 7, 2000 authorization of Five Million Two Hundred Thousand
Dollars ($5,200,000).
Fourteen Million Two Hundred Thousand Dollars ($14,200,000) of this issue (street and
highway) is the fourth issuance of the November 7, 2000 authorization of Thirty-Six Million
Dollars ($36,000,000).
Six Million Dollars ($6,000,000) of this issue (parks and recreation) is the third issuance
of the November 7, 2000 authorization of Ten Million Five Hundred Thousand Dollars
($10,500,000).
One Million Two Hundred Thousand Dollars ($1,200,000) of this issue (public safety) is
the third issuance of the November 7, 2000 authorization of Three Million Seven Hundred
Thousand Dollars ($3,700,000).
Exhibit A to this Ordinance provides for the authorization of an agreement between the
City of Omaha and the First National Bank of Omaha, Omaha, Nebraska to serve as Escrow
Agent, Paying Agent and Registrar for the City of Omaha Various Purpose Bonds, Series of
2005.
Your favorable consideration of this Ordinance is urged so that the authorized projects
may proceed and contractual obligations may be paid in an orderly manner.
Respectfully submitted,
#61 n jos
Carol A. Ebdon Date
Finance Director
Referred to City Council for Consideration:
Mayor's Office Date
P:\FIN\13226pjm.doc
ORDINANCE NO. (37/brd--
AN ORDINANCE AUTHORIZING AND DIRECTING AN ISSUE OF GENERAL
OBLIGATION BONDS OF THE CITY OF OMAHA, NEBRASKA IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $42,800,000 TO BE TERMED FOR
IDENTIFICATION PURPOSES "VARIOUS PURPOSE BONDS, SERIES OF 2005";
AUTHORIZING THE FINANCE DEPARTMENT TO ADVERTISE FOR BIDS FOR SAID
BONDS, WHICH BIDS ARE TO BE SUBMITTED VIA THE KIRKPATRICK PETTIS BOND
AUCTION WEBSITE ("KP AUCTION") AND ARE TO REQUIRE THAT THE WINNING
BIDDER DEPOSIT BID SECURITY IN THE AMOUNT OF $856,000 BY WIRE TRANSFER
TO THE CITY NOT LATER THAN 5:00 P.M. CENTRAL STANDARD TIME ON THE
DATE OF SUCH AUCTION TO BE RETAINED AS LIQUIDATED DAMAGES IN EVENT
OF NONPERFORMANCE OF SUCH BID; DIRECTING THE SUBMISSION OF A
TABULATION OF THE BIDS RECEIVED FOR SAID BONDS, TOGETHER WITH A
RESOLUTION AWARDING THE SALE OF THE BONDS AND FIXING THE INTEREST
RATES THEREON; DIRECTING THE PREPARATION OF A TRANSCRIPT OF
PROCEEDINGS AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF SAID
BONDS; APPOINTING A PAYING AGENT AND REGISTRAR; DIRECTING THAT SAID
BONDS SHALL INITIALLY BE ISSUED AND REGISTERED IN BOOK-ENTRY FORM;
PROVIDING FOR CONTINUING DISCLOSURE; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an
election held on November 3, 1998 to issue Public Facility Bonds in the aggregate principal
amount of$30,400,000, of which $10,300,000 has been issued; and
WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an
election held on November 7, 2000 to issue Sewer Bonds in the aggregate principal amount of
$5,200,000, of which $3,900,000 has been issued; and
WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an
election held on November 7, 2000 to issue Street and Highway Bonds in an aggregate principal
amount of$36,000,000, of which$21,800,000 has been issued; and
WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an
election held on November 7, 2000 to issue Parks and Recreation Bonds in the aggregate
principal amount of$10,500,000, of which$4,500,000 has been issued; and
U ORDINANCE NO. (37/ "
Page 2
WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an
election held on November 7, 2000 to issue Public Safety Bonds in the aggregate principal
amount of$3,700,000, of which$2,500,000 has been issued; and
WHEREAS, the City Council of the City of Omaha, Nebraska has determined that it is
necessary and to the best interests of said City that general obligation bonds be authorized to be
issued and sold by competitive sale as hereinafter provided pursuant to the five authorizations
granted and for the purposes provided in the proceedings of the elections referred to in the first
through the fifth clauses hereof and to combine said general obligation bonds into a single issue
of Various Purpose Bonds in the aggregate principal amount of not to exceed Forty-Two Million
Eight Hundred Thousand Dollars ($42,800,000);
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
Section 1. That there are hereby authorized to be issued general obligation bonds of the
City of Omaha, Nebraska (the "City") in the aggregate principal amount of not to exceed Forty-
Two Million Eight Hundred Thousand Dollars ($42,800,000), to be fixed by the City Council by
resolution at the time of the sale of such bonds, to be combined and designated collectively
"Various Purpose Bonds, Series of 2005" (the "Series 2005 Bonds"). The Series 2005 Bonds
shall be in fully registered form without coupons, shall be dated November 15, 2005, or such
later date as may be fixed by resolution of the City Council at the time of the sale of the
Series 2005 Bonds, shall be of the denomination of $5,000 or any integral multiple of$5,000,
shall be numbered in consecutive numerical order from one upwards in chronological order, as
issued, or shall be numbered in any other manner as the Finance Director of the City (the
"Finance Director") shall determine, and shall mature serially, or as term bonds, or both, in
numerical order on November 15 in each of the years and in the principal amounts set forth by
" ORDINANCE NO. '2'f5'
Page 3
resolution of the City Council at the time of the sale of the Series 2005 Bonds. The Series 2005
Bonds shall bear interest at the rate or rates of interest as may be fixed by the City Council by
resolution at the time of the sale thereof, payable semiannually on May 15 and November 15 of
each year, commencing May 15, 2006. The record dates for the payment of interest shall be
May 1 and November 1 of each year. The City Council by resolution at the time of the sale of
the Series 2005 Bonds may fix different serial and term maturity dates, semiannual interest
payment dates and corresponding record dates. Both the principal of and interest on the
Series 2005 Bonds shall be payable by the Paying Agent and Registrar for the City. The City
hereby appoints First National Bank of Omaha, Omaha, Nebraska to serve as Paying Agent and
Registrar, approves an Agency Agreement (in substantially the form attached hereto as
Exhibit A) with First National Bank of Omaha, setting forth its duties and responsibilities as
Paying Agent and Registrar, and the compensation therefor, and authorizes and directs the
Mayor of the City (the "Mayor") to execute and deliver such Agreement with such modifications
and additions as the Mayor shall approve.
The Series 2005 Bonds maturing on or prior to November 15, 2015 shall not be subject to
redemption prior to their stated maturities. The Series 2005 Bonds maturing on and after
November 15, 2016 shall be subject to redemption at the option of the City prior to their stated
maturities at any time on and after November 15, 2015, in whole or in part, from time to time, in
the inverse order of their maturities, at the principal amount thereof (or the portion of the
principal amount thereof to be redeemed) plus the interest accrued thereon to the date fixed for
their redemption without redemption premiums; provided that the City Council may by
resolution at the time of sale of the Bonds fix different redemption periods to commence not later
than the tenth anniversary of the date of the Bonds, and related redemption premiums of not
ORDINANCE NO. (.30,5
,, Page 4
greater than 2% of the principal amount of the Bonds redeemed. In the event that at any time
less than all the bonds of any given maturity are called for redemption, the bonds (or portions
thereof) of such maturity to be redeemed shall be selected in such manner as the Paying Agent
deems fair.
The Series 2005 Bonds, if any, with term maturities shall be subject to mandatory sinking
fund redemption prior to their respective term maturity dates, at a price of par without premium
on November 15 (or such other date as the City Council may determine by subsequent
resolution) of each of the years and the principal amounts as the City Council by resolution at the
time of sale of the Series 2005 Bonds may fix.
To the extent that such Series 2005 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 Series 2005 Bonds of such maturity shall be reduced by the amount obtained by
multiplying the principal amount of such Series 2005 Bonds of such maturity so called for
redemption, by the ratio which each annual sinking fund payment for the Series 2005 Bonds of
such maturity bears to the total sinking fund payments of such Series 2005 Bonds subject to
sinking fund redemption, and by rounding each sinking fund payment to the nearest $5,000
multiple.
In case a Series 2005 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 Series 2005 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 Paying Agent shall proceed to select for redemption (in such manner, as the Paying
Agent deems fair), from all outstanding Series 2005 Bonds subject to sinking fund redemption, a
ORDINANCE NO. C. 5"-
Page 5
principal amount of such Series 2005 Bonds, equal to the aggregate principal amount of such
Series 2005 Bonds redeemable with the required sinking fund payment, and shall call such
Series 2005 Bonds or portions thereof($5,000 or any integral multiple thereof) for redemption
from such sinking fund on the next November 15 (or such other date as the City Council by
subsequent resolution shall determine), and give notice of such call.
If any Series 2005 Bonds (or portions thereof in installments of $5,000 or any integral
multiple thereof) are to be redeemed, notice of redemption (specifying the designation, date,
numbers, CUSIP numbers, interest rates and maturities of the Series 2005 Bonds to be redeemed,
the date fixed for their redemption and the premium, if any, payable upon such redemption, and
if less than the entire principal sum of any Series 2005 Bond is to be redeemed, that the
Series 2005 Bond must be surrendered in exchange for the amount thereof to be redeemed and
the issuance of a new Series 2005 Bond equaling in principal amount that portion of the principal
sum thereof not redeemed) shall be mailed, postage prepaid, not less than 30 days prior to the
redemption date, by registered or certified mail, to the owner of any of said Series 2005 Bonds to
be redeemed in whole or in part in whose name such Series 2005 Bond is registered as of a
record date, which shall be 45 days prior to the redemption date, at his last address as it appears
on the books of registry (the "Books of Registry") maintained by the Registrar. When any of the
aforesaid Series 2005 Bonds shall have been called for redemption and notice thereof has been
given as hereinabove set forth and payment thereof duly made or provided for, interest thereon
shall cease from and after the date so specified for their redemption. All Series 2005 Bonds
redeemed shall be cancelled and not reissued.
In addition to the notices described in the immediately preceding paragraph, further
notice shall be given by the City as follows, but no defect in said further notice nor any failure to
'" ORDINANCE NO. 8 9/R$
Page 6
give all or any portion of such further notice shall in any manner defeat the effectiveness of a call
for redemption if notice thereof is given as above described. Each further notice of redemption
shall be sent at least 30 days before the redemption date by first-class mail or overnight delivery
service to: (a)the following registered securities depository (if at the time of such notice such
depository is then in the business of holding substantial amounts of obligations of types
comprising the Series 2005 Bonds): The Depository Trust Company of New York, New York,
and (b) any other such depositaries or national information services that disseminate notices of
redemption of obligations such as the Bonds, designated by the City to receive such notice.
The issuance of the Series 2005 Bonds is authorized, and the proceeds of the Series 2005
Bonds, net of accrued interest, if any, which shall be deposited with the Paying Agent and
applied to the payment of interest on the Series 2005 Bonds, shall be applied, as follows:
(i) Twenty Million One Hundred Thousand Dollars ($20,100,000) of
the Series 2005 Bonds are issued, under and pursuant to the authority contained in
the proceedings calling, holding and conducting an election held on November 3,
1998, upon the issuance of Public Facility Bonds, and the proceeds thereof shall
be used for the purposes provided for in the proceedings of said election.
(ii) One Million Three Hundred Thousand Dollars ($1,300,000) of the
Series 2005 Bonds are issued, under and pursuant to the authority contained in the
proceedings calling, holding and conducting an election held on November 7,
2000 upon the issuance of Sewer Bonds, and the proceeds thereof shall be used
for the purposes provided for in the proceedings of said election.
(iii) Fourteen Million Two Hundred Thousand Dollars ($14,200,000)
of the Series 2005 Bonds is issued under and pursuant to the authority contained
ORDINANCE NO. 32/f 5
n ' Page 7
in the proceedings calling, holding and conducting an election held on
November 7, 2000, upon the issuance of Street and Highway Bonds, and the
proceeds thereof shall be used for the purposes provided for in the proceedings of
said elections.
(iv) Six Million Dollars ($6,000,000) of the Series 2005 Bonds are
issued, under and pursuant to the authority contained in the proceedings calling,
holding and conducting an election held on November 7, 2000, upon the issuance
of Parks and Recreation Bonds, and the proceeds thereof shall be used for the
purposes provided for in the proceedings of said election.
(v) One Million Two Hundred Thousand Dollars ($1,200,000) of the
Series 2005 Bonds are issued, under and pursuant to the authority contained in the
proceedings calling, holding and conducting an election held on November 7,
2000, upon the issuance of Public Safety Bonds, and the proceeds thereof shall be
used for the purposes provided for in the proceedings of said election.
Section 2. That the City covenants, and it does hereby covenant, that it is held and firmly
bound, that its full faith and credit and taxing power are hereby pledged for the prompt payment
of the principal sum of each Series 2005 Bond hereby authorized and the interest accruing
thereon at the times and in the amounts required and that the City of Omaha will levy and collect
such taxes as may be necessary for the payment of the principal of and interest on the
Series 2005 Bonds as the same respectively become due.
Section 3. That the Series 2005 Bonds shall be signed with the facsimile signature of the
Mayor, countersigned by the facsimile signature of the City Clerk or the Deputy City Clerk of
the City(the "City Clerk"), and registered by and with the facsimile signature of the Comptroller
. ORDINANCE NO. ,
Page 8
of the City. The Finance Director shall direct the Registrar to authenticate the Series 2005
Bonds, and no Series 2005 Bond shall be valid or obligatory for any purpose unless and until the
Certificate of Authentication endorsed on each Series 2005 Bond shall have been manually
executed by an authorized officer of the Registrar. Upon the authentication of any Series 2005
Bonds, the Registrar shall insert in the Certificate of Authentication the date as of which such
Series 2005 Bonds are authenticated or such other date as the Finance Director may determine.
CUSIP identification numbers may be printed on the Series 2005 Bonds, but no such
number shall constitute a part of the contract evidenced by the particular Series 2005 Bond upon
which it is printed, and no liability shall attach to the City or any officer or agent thereof
(including any paying agent for the Series 2005 Bonds) by reason of such numbers or any use
made thereof(including any use thereof made by the City, any such officer or any such agent) or
by reason of any inaccuracy, error or omission with respect thereto or in such use.
Section 4. That, at all times while any Series 2005 Bond remains outstanding and
unpaid, the Registrar shall keep or cause to be kept at its principal corporate trust office Books of
Registry for the registration, exchange and transfer of Series 2005 Bonds. Upon presentation at
its principal corporate trust office for such purpose, the Registrar, under such reasonable
regulations as it may prescribe, shall register, exchange or transfer, or cause to be registered,
exchanged or transferred, on the Books of Registry, Series 2005 Bonds as herein set forth. The
Books of Registry shall at all times be open for inspection by the City or its duly authorized
agent or representative.
Section 5. That any Series 2005 Bond may be exchanged at the principal corporate trust
office of the Registrar for a like aggregate principal amount of such Series 2005 Bonds in other
authorized principal sums of the same interest rate and maturity. Any Series 2005 Bond may be
ORDINANCE NO. <39/Vo—
,, Page 9
transferred upon the Books of Registry by the person in whose name it is registered, in person or
by his duly authorized agent, upon surrender of such Series 2005 Bond to the Registrar for
cancellation, accompanied by a written instrument of transfer duly executed by the registered
owner in person or by his duly authorized agent, in form satisfactory to the Registrar. No
transfer or exchange of Series 2005 Bonds shall be required to be made during the 15 days next
preceding an interest payment date for the Series 2005 Bonds, nor during the 45 days next
preceding the date filed for redemption of the Series 2005 Bonds. Whenever any Series 2005
Bond shall be surrendered for transfer or exchange at the principal corporate trust office of the
Registrar, the Registrar shall authenticate (and send by registered mail to the new owner thereof
at his request, risk and expense), in the name of the transferee or transferees, a new duly
executed Series 2005 Bond or Series 2005 Bonds of the same interest rate and maturity and for a
like aggregate principal sum, dated so that there shall result no gain or loss of interest as a result
of such transfer, registered on the Books of Registry in such manner as the owner or transferee,
as the case may be, may request. All transfers pursuant to this Section 5 shall be made without
expense to the holder of such Series 2005 Bond, except that the Registrar shall require the
payment by the holder of the Series 2005 Bond requesting such transfer of any tax or other
governmental charges required to be paid with respect to such transfer. All Series 2005 Bonds
surrendered pursuant to this Section 5 shall be cancelled.
Section 6. That the Series 2005 Bonds shall be initially issued in the form of a separate
single authenticated fully registered bond for each maturity in the aggregate principal amount of
the Series 2005 Bonds and in substantially the form set forth in Section 7 hereof registered in the
Books of Registry of the Registrar in the name of a nominee of The Depository Trust Company,
New York, New York, and its successors and assigns (the "Securities Depository"). When
" ORDINANCE NO. (37/0-��
r,, Page 10
Series 2005 Bonds are so registered in accordance with this Section 6, the following provisions
shall apply:
(a) The City and the Registrar shall have no responsibility or obligation to any
broker-dealer, bank or other financial institution for which the Securities Depository
holds Series 2005 Bonds as securities depository (each, a "Bond Participant") or to any
person who is an actual purchaser of a Series 2005 Bond from a Bond Participant while
the Series 2005 Bonds are in book-entry form (each, a "Beneficial Owner") with respect
to the following:
(A) the accuracy of the records of the Securities Depository,
any nominees of the Securities Depository or any Bond Participant with
respect to any ownership interest in the Series 2005 Bonds;
(B) the delivery to any Bond Participant, any Beneficial Owner
or any other person, other than the Securities Depository, of any notice
with respect to the Series 2005 Bonds, including any notice of redemption;
or
(C) the payment to any Bond Participant, any Beneficial Owner
or any other person, other than the Securities Depository, of any amount
with respect to the Series 2005 Bonds. The Paying Agent shall make
payments with respect to the Series 2005 Bonds only to or upon the order
of the Securities Depository or its nominee, and all such payments shall be
valid and effective fully to satisfy and discharge the obligations with
respect to such Series 2005 Bonds to the extent of the sum or sums so
ORDINANCE NO. c_. �/�cS
Page 11
paid. No person other than the Securities Depository shall receive an
authenticated Series 2005 Bond.
(b) Upon receipt by the Registrar of written notice from the Securities
Depository to the effect that the Securities Depository is unable or unwilling to discharge
its responsibilities, the Registrar shall issue, transfer and exchange Series 2005 Bonds
requested by the Securities Depository in appropriate amounts. Whenever the Securities
Depository requests the Registrar to do so, the Registrar will cooperate with the
Securities Depository in taking appropriate action after reasonable notice (i) to arrange,
with the prior written consent of the City, for a substitute securities depository willing
and able upon reasonable and customary terms to maintain custody of the Series 2005
Bonds or (ii) to make available Series 2005 Bonds registered in whatever name or names
the Beneficial Owners transferring or exchanging such Series 2005 Bonds shall
designate.
(c) If the City determines that it is desirable that certificates representing the
Series 2005 Bonds be delivered to Series 2005 Bondholders and so notifies the Registrar
in writing, the Registrar shall so notify the Securities Depository, whereupon the
Securities Depository will notify the Bond Participants of the availability through the
Securities Depository of bond certificates representing the Series 2005 Bonds. In such
event, the Registrar shall issue, transfer and exchange bond certificates representing the
Series 2005 Bonds as requested by the Securities Depository in appropriate amounts and
in authorized denominations.
(d) So long as any Series 2005 Bond is registered in the name of the Securities
Depository or any nominee thereof, all payments with respect to such Series 2005 Bond
ORDINANCE NO. (3W(‘..5
Th Page 12
and all notices with respect to such Series 2005 Bond shall be made and given to the
Securities Depository as provided in the Letter of Representations, as hereinafter defined.
(e) Registered ownership of the Series 2005 Bonds may be transferred on the
Books of Registry maintained by the Registrar, and the Series 2005 Bonds may be
delivered in physical form to the following:
(A) any successor Securities Depository or its nominee; and
(B) any person, upon (A) the resignation of the Securities
Depository from its functions as depositary or (B) termination of the use
of the Securities Depository pursuant to this Section 6.
The Mayor or Finance Director is hereby authorized and directed to perform the Blanket
Issuer Letter of Representations dated November 7, 1995 (the "Letter of Representations") by
and between the City and the Securities Depository with such changes as shall be approved by
the Mayor or Finance Director, the execution and delivery by such officer to evidence
conclusively the approval of such changes.
Section 7. That the Series 2005 Bonds, the Registrar's Certificate of Authentication and
the instrument of assignment shall be in substantially the following forms and contain
substantially the recitals and pledges in the forms herein specified, as follows, with such
appropriate insertions, variations and omissions as are required with respect thereto:
(FORM OF BOND)
UNITED STATES OF AMERICA
STATE OF NEBRASKA
CITY OF OMAHA
VARIOUS PURPOSE BOND
SERIES OF 2005
ORDINANCE NO. 37A5
Page 13
REGISTERED REGISTERED
No.
INTEREST RATE MATURITY DATE DATED DATE CUSIP
November 15, 2005
REGISTERED OWNER:
PRINCIPAL SUM: DOLLARS
KNOW ALL MEN BY THESE PRESENTS: That the CITY OF OMAHA, a municipal
corporation in the County of Douglas and State of Nebraska, acknowledges itself indebted to,
and promises to pay to, the Registered Owner (named above), or registered assigns, on the
Maturity Date (specified above) (unless this Bond shall be subject to prior redemption and shall
have theretofore been called for previous redemption and for the payment of the redemption
price duly made or provided for), the Principal Sum (specified above) upon presentation and
surrender of this Bond at the principal office of First National Bank of Omaha, Omaha,
Nebraska, Paying Agent and Registrar, or at the principal office of its successor as Paying Agent,
and to pay interest on said Principal Sum by check or draft mailed to the person whose name this
Bond is registered as of May 1 or November 1 (whether or not a business day), as the case may
be, next preceding each interest payment date in the bond registration books kept and maintained
by the Registrar, from the Dated Date (specified above) hereof until payment of said principal
sum in full at the Interest Rate (specified above), payable semiannually on the fifteenth day of
May and the fifteenth day of November in each year, commencing May 15, 2006. The principal
of, premium, if any, and interest on this Bond are payable in any coin or currency of the
United States of America which at the time of payment is legal tender for public and private
debts.
ORDINANCE NO. 0,/f 5
Page 14
REFERENCE IS MADE TO FURTHER PROVISIONS OF THIS BOND SET FORTH
ON THE REVERSE HEREOF; SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS
PLACE.
The City of Omaha is held and firmly bound, and its full faith and credit and taxing
power are hereby pledged for the prompt payment of the Principal Sum of this Bond and the
interest accruing hereon at the time and in the amount specified, and the City of Omaha
covenants that it will levy and collect such taxes as may be necessary for the payment of the
principal of and the interest on this Bond and of the issue of which it forms a part as the same
become due.
This Bond shall not be valid or obligatory unless the Certificate of Authentication hereon
shall have been manually signed by an authorized officer of the Registrar.
It is hereby certified, recited and declared that all acts, conditions and things required by
law to be done and to exist precedent to, in order lawfully to authorize the issuance of this Bond
and of this series of bonds, have been properly and lawfully done and performed and do exist in
regular and due form as required by the Constitution and laws of the State of Nebraska and the
City Charter and ordinances of the City of Omaha and that the total indebtedness of the City of
Omaha, including the issue of bonds of which this Bond is a part, does not exceed the
constitutional, statutory or charter limitation upon the amount of bonds which the City of Omaha
is duly authorized to issue lawfully.
IN WITNESS WHEREOF, the City of Omaha, by its City Council and in the manner
provided by law, has caused this Bond to be signed with the facsimile signatures of its Mayor
and its City Clerk or Deputy City Clerk and registered by and with the facsimile signature of the
ORDINANCE NO. c.3WS76''
Page 15
Comptroller of the City, and to have the facsimile of the City Seal imprinted hereon, all as of this
fifteenth day of November, 2005.
Registered in the Office of the City Comptroller
(Corporate Seal)
City Comptroller Mayor of the City of Omaha
Countersigned:
City Clerk
(FORM OF REVERSE OF BOND)
The bonds of the series of which this Bond is one maturing on or prior to November 15,
2015 shall not be subject to redemption prior to their stated maturities. The bonds of the series
of which this Bond is one (or portions of the principal amount thereof in installments of$5,000
or any integral multiple thereof) maturing on and after November 15, 2016 shall be subject to
redemption at the option of the City of Omaha prior to their stated maturities at any time on and
after November 15, 2015, in whole or in part, from time to time, and if in part, in such manner as
the Paying Agent deems fair within a maturity, at the principal amount thereof(or the portion of
the principal amount thereof to be redeemed) plus the interest accrued thereon to the date fixed
for redemption without redemption premium.
ORDINANCE NO. (..3�/2'
Page 16
The bonds of the series of which this Bond is one maturing on November 15, 20_ are
subject to mandatory sinking fund redemption from sinking fund payments prior to their maturity
date, at a price of par, without premium, on November 15, and on each November 15
thereafter in the years and principal amounts set forth below:
Year Principal Amount
(maturity)
If at any time less than all the bonds of any given maturity are called for redemption, the
bonds of such maturity to be redeemed (or portions thereof to be redeemed) shall be selected in
such manner as the Paying Agent deems fair.
If this Bond is redeemable and this Bond (or any portion of the Principal Sum hereof)
shall be called for redemption, notice of the redemption hereof, specifying the designation, date,
number, CUSIP number, interest rate and maturity of this Bond, the date fixed for its redemption
and the premium, if any, payable upon such redemption, and, if less than the entire Principal
Sum of this Bond is to be redeemed, that this Bond must be surrendered in exchange for the
amount hereof to be redeemed and the issuance of a new bond equaling in principal amount that
portion of the Principal Sum hereof not redeemed shall be given not less than 30 days prior to the
date fixed for redemption by registered or certified mail to the person whose name appears in the
bond registration books as the registered owner of this Bond as of the close of business on the
forty-fifth day (whether or not a business day) next preceding the date fixed for redemption. If
ORDINANCE NO. 3 2/55
Page 17
notice of the redemption hereof shall have been given as aforesaid and payment hereof duly
made or provided for, interest hereon shall cease from and after the date so specified for the
redemption hereof.
If this Bond be of a denomination in excess of $5,000, portions of the Principal Sum
hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and, if less
than all of the Principal Sum hereof is to be redeemed, in such case upon the surrender of this
Bond at the principal office of the Registrar, there shall be issued to the registered owner,
without charge therefor, for the then unredeemed balance of the Principal Sum hereof, a
registered bond or registered bonds of like series, maturity and interest rate in the denomination
of$5,000 or any integral multiple of$5,000.
The bonds of the series of bonds of which this Bond is part are issuable as fully registered
bonds without coupons in the denominations of $5,000 and any integral multiples thereof
Subject to the limitations and upon payment of the charges, if any, provided for in the ordinance
authorizing the issuance of the series of bonds of which this Bond is a part, registered bonds
without coupons may be exchanged at the principal office of First National Bank of Omaha, as
Registrar, or at the principal office of its successor as Registrar, for a like aggregate principal
amount of registered bonds without coupons of other authorized principal sums and of the same
series, interest rate and maturity.
This Bond shall be transferable by the Registered Owner or his agent duly authorized in
writing at the principal office of the Registrar upon surrender and cancellation of this Bond, and
thereupon a new registered bond or bonds without coupons of a like aggregate principal amount
and of the same series, interest rate and maturity will be issued to the transferee upon payment of
the transfer charge, if any. The City of Omaha and the Registrar may treat the person in whose
ORDINANCE NO.
Page 18
name this Bond is registered as the absolute owner hereof for the purpose of receiving payment
hereof and for all other purposes and shall not be affected by any notice to the contrary, whether
this Bond be overdue or not.
This Bond is one of a series of bonds, each of $5,000 denomination, or any integral
multiple thereof, issued by the City of Omaha in the aggregate principal amount of$42,800,000:
$1,300,000 for payment of the cost of constructing sewers, $14,200,000 for payment of the cost
of constructing streets and highways, $6,000,000 for payment of the cost of parks and recreation
facilities, $20,100,000 for payment of the cost of certain public facilities and $1,200,000 for
payment of the cost of certain public safety equipment and facilities, under and pursuant to and
in full conformity with the Constitution and statutes of the State of Nebraska, and the Charter of
the City of Omaha and, pursuant to and in compliance with proceedings of the City Council of
the City of Omaha, duly enacted and adopted.
ORDINANCE NO. (39/X
Page 19
(FORM OF CERTIFICATE OF AUTHENTICATION)
This Bond is one of the bonds delivered pursuant to the within-mentioned proceedings.
FIRST NATIONAL BANK OF OMAHA,
Registrar
By
Authorized Officer
Dated:
(FORM OF ASSIGNMENT)
For value received, the undersigned, hereby sells, assigns and transfers
unto (Tax Identification or Social Security No. ) the
within-mentioned bond and all rights thereunder and hereby irrevocably constitutes and appoints
attorney-in-fact to transfer the same on the Books of Registry in the
office of the within-mentioned Registrar with full power of substitution in the premises.
Dated:
Registered Owner
NOTICE: The signature to this assignment
must correspond with the name as written on the
face of the within bond in every particular,
without alteration or enlargement or any change
whatsoever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a financial institution that is a member of
the Securities Transfer Agent Medallion
Program ("STAMP"), the Stock Exchange
Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion
Signature Program ("MSP") or such other
"signature guarantee program" as may be
determined by the Registrar in addition to,
or in substitution for, STAMP, SEMP or
MSP, all in accordance with the Securities
Exchange Act of 1934, as amended.
ORDINANCE NO. <3 /g5
Page 20
Section 8. That the proceeds of the Series 2005 Bonds shall not be used in a manner that
would cause the Series 2005 Bonds to be "arbitrage bonds" under Section 148 of the
United States Internal Revenue Code of 1986, as amended (the "Code"). To that end, the City
shall comply throughout the term of the Series 2005 Bonds with the requirements of said Code
and the applicable regulations of the Internal Revenue Service adopted thereunder. The
provisions of this Section 8 shall be a covenant with the purchasers from time to time of the
Series 2005 Bonds.
In addition, the City covenants to comply throughout the term of the Series 2005 Bonds
with the following requirements:
(a) Gross proceeds of the Series 2005 Bonds will not be used in a manner
which will cause the Series 2005 Bonds to be considered "private activity bonds" within
the meaning of the Code.
(b) Except as provided in paragraph (c) below, no gross proceeds of the
Series 2005 Bonds are reasonably expected to be used (or will be used other than
inadvertently), directly or indirectly, to acquire higher-yielding investments or to replace
funds which were used, directly or indirectly, to acquire higher-yielding investments.
("Higher-yielding investments" means any investment property which can reasonably be
expected to produce a yield in excess of the yield on the Series 2005 Bonds.) Records of
all investments shall be maintained by the City until six years after the retirement of the
last of the Series 2005 Bonds.
(c) The investment earnings on any bona fide debt service fund for the
Series 2005 Bonds will be invested without regard to the yield limitations described in
paragraph (b) above. No annual rebate of the investment earnings on said fund for the
ORDINANCE NO. r_ /,�
Page 21
period of time beginning on the anniversary of the issuance date of the Series 2005 Bonds
of a given year and ending on the day next preceding such anniversary date in the
immediately subsequent year (the "Bond Year") will be made unless the earnings on said
fund for such period equals or exceeds $100,000. If earnings equal or exceed such
amount, the entire annual earnings on said fund shall be rebated.
(d) The Series 2005 Bonds shall not become directly or indirectly federally
guaranteed. The Series 2005 Bonds will be considered to be "federally guaranteed" if the
payment of principal or interest with respect to such Series 2005 Bonds is guaranteed (in
whole or in part)by the United States (or any agency or instrumentality thereof) or 5% or
more of the proceeds of these Bonds are used in making loans the payment of principal or
interest with respect to which is guaranteed or invested (directly or indirectly) in federally
insured deposits or accounts.
(e) All proceeds of the Series 2005 Bonds (other than amounts invested in the
Rebate Fund (defined below) and any debt service fund for the Series 2005 Bonds) shall
be expended within the shorter of three years after the date of issue of the Bonds or the
temporary period provided by the Code.
(f) The City shall establish a trust fund (the "Rebate Fund") pursuant to this
Ordinance for the purpose of accepting deposits of rebate amounts which may occur by
operation of the limitations described in paragraphs (b) and (c) above. The City shall
provide not later than 30 days after the fifth Bond Year and every five years thereafter for
payment to the United States of 90% of the amounts deposited to said fund and 100% of
the investment earnings on said deposits. Not later than 60 days after the final retirement
of the Series 2005 Bonds, the City shall pay 100% of the remaining balance of said fund
ORDINANCE NO. cWi7
Y Page 22
to the United States. Each payment shall be filed with the Internal Revenue Service
Center, Ogden, Utah 84201. Each payment shall be accompanied by a copy of
Form 8038-T and a statement summarizing the determination of the amounts paid and to
be paid to the United States.
Section 9. That this Council finds and determines and hereby declares that the Finance
Department of the City is hereby authorized and directed to advertise for bids for the Series 2005
Bonds and to proceed with the sale of the Series 2005 Bonds using the Kirkpatrick Pettis Bond
Auction Website ("KP Auction") and the auction procedures established thereby (the "Auction")
to the best advantage to the City and that such Auction be observed by the City Clerk or Deputy
City Clerk and that a tabulation of such bids be submitted to the City Council of the City after
2:00 p.m. on the same day as the bids are submitted pursuant to the Auction, together with a
resolution for their ratification and sale award to the lowest and best bidder and for the fixing of
interest rates. The winning bidder shall be required to deposit with the City bid security (the
"Deposit") in the form of a wire transfer in the amount of $856,000, to the City by 5:00 p.m.
Central Standard Time on the day of the Auction. No interest on the Deposit will accrue to the
successful bidder. In the event the successful bidder fails to honor its accepted bid, the Deposit
will be retained by the City as liquidated damages; otherwise, the Deposit shall be applied,
without allowance for interest, against the purchase price when the Series 2005 Bonds are
delivered to and paid for by the winning bidder.
Section 10.
(a) That the City does hereby covenant and agree and enter into a written
undertaking for the benefit of the holders and beneficial owners of the Series 2005 Bonds
in accordance with Section(b)(5)(i) of Securities and Exchange Commission
ORDINANCE NO.
Page 23
Rule 15c2-12 under the Securities Exchange Act of 1934, as amended
(17 C.F.R. § 240.15c2-12) (the "Rule"). Capitalized terms used in this Section 10 and
not otherwise defined in this Ordinance shall have the meanings assigned such terms in
subsection (d) hereof. It being the intention of the City that there be full and complete
compliance with the Rule, this Section shall be construed in accordance with the written
interpretative guidance and no-action letters published from time to time by the Securities
and Exchange Commission and its staff with respect to the Rule.
(b) The City undertakes to provide the following information as provided in
this Section 10:
(i) Annual Financial Information;
(ii) Audited Financial Statements, if any; and
(iii) Material Event Notices.
(c)(i) The City shall while any Bonds are outstanding provide the Annual
Financial Information on or before the date which is 270 days after the end of each fiscal
year of the City (the "Report Date") to each then existing NRMSIR and the SID, if any.
The City shall include with each submission of Annual Financial Information a written
representation to the effect that the Annual Financial Information is the Annual Financial
Information required by this Section 10 and that it complies with the applicable
requirements of this Section 10 and that it has been provided to each then existing
NRMSIR and the SID, if any. If the City changes its fiscal year, it shall provide written
notice of the change of fiscal year to each then existing NRMSIR or the Municipal
Securities Rulemaking Board (the "MSRB") and the SID, if any. It shall be sufficient if
the City provides to each then existing NRMSIR and the SID, if any, any or all of the
ORDINANCE NO.
Page 24
Annual Financial Information by specific reference to documents previously provided to
each NRMSIR and the SID, if any, or filed with the Securities and Exchange
Commission and, if such a document is a final official statement within the meaning of
the Rule, available from the MSRB.
(ii) If not provided as part of the Annual Financial Information, the City shall
provide the Audited Financial Statements when and if available while any Bonds are
outstanding to each then existing NRMSIR and the SID, if any.
(iii) If a Material Event occurs while any Bonds are Outstanding, the City shall
provide a Material Event Notice in a timely manner to each then existing NRMSIR or the
MSRB and the SID, if any. Each Material Event Notice shall be so captioned and shall
prominently state the date, title and CUSIP numbers of the Bonds.
(iv) The City shall provide in a timely manner to each then existing NRMSIR
or the MSRB and to the SID, if any, notice of any failure by the City while any Bonds are
outstanding to provide to the NRMSIRs and the SID, if any, Annual Financial
Information on or before the Report Date.
(v) Any filing or report under this Section 10 may be made solely by
transmitting such filing or report to the Texas Municipal Advisory Council (the "MAC")
as provided at http://www.disclosureusa.org unless the United States Securities and
Exchange Commission has withdrawn the interpretive advice in its letter to the MAC
dated September 7, 2004.
ORDINANCE NO. c_Y /7L
Page 25
(d) The following are the definitions of the capitalized terms used in this
Section 10 and not otherwise defined in this Ordinance:
"Annual Financial Information" means the financial information or
operating data with respect to the City, provided at least annually, of the type
included in Appendix B of the final official statement with respect to the Bonds.
The financial statements included in the Annual Financial Information shall be
prepared in accordance with generally accepted accounting principles ("GAAP")
for governmental units as prescribed by the Government Accounting Standards
Board ("GASB"). Such financial statements may, but are not required to be,
Audited Financial Statements.
"Audited Financial Statements" means the City's annual financial
statements, prepared in accordance with GAAP for governmental units as
prescribed by GASB, which financial statements shall have been audited by such
auditor as shall be then required or permitted by the laws of the State of Nebraska.
"Material Event" means any of the following events, if material, with
respect to the Bonds:
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting
financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting
financial difficulties;
ORDINANCE NO. 3 ?/j`6
Page 26
(E) Substitution of credit or liquidity providers, or their failure
to perform;
(F) Adverse tax opinions or events affecting the tax-exempt
status of the Bonds;
(G) Modifications to rights of Bondholders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution or sale of property securing repayment
of the Bonds; and
(K) Rating changes.
"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 Ordinance are:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman,NJ 08558
Internet address: Munis@bloomberg.com
Telephone: 609/279-3225
FAX: 609/279-5962
DPC Data Inc.
One Executive Drive
Fort Lee,NJ 07024
Internet address: nrmsir@dpcdata.com
Telephone: 201/346-0701
FAX: 201/947-0107
ORDINANCE NO. ( /�
Page 27
Standard & Poor's J.J. Kenny Repository
45 Floor, 55 Water Street
New York,NY 10041
Telephone: 212/438-4595
FAX: 212/438-3975
Internet address: nrmsir_repository@sandp.com
FT Interactive Data
Attn: NRMSIR
100 Williams Street
New York,NY 10038
Telephone: 212/771-6999
FAX: 212/771-7390 (Secondary Market Disclosure)
212/771-7391 (Primary Market Disclosure)
"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.
As of the date of this Ordinance, there is not an SID in the State of Nebraska.
(e) Unless otherwise required by law and subject to technical and economic
feasibility, the City shall employ such methods of information transmission as shall be
requested or recommended by the designated recipients of the City's information.
(f)(1) The continuing obligation hereunder of the City to provide Annual
Financial Information, Audited Financial Statements, if any, and Material Event Notices
shall terminate immediately once the Bonds no longer are outstanding. This Section 10,
or any provision hereof, shall be null and void in the event that the City obtains an
opinion of nationally recognized bond counsel to the effect that those portions of the Rule
which require this Section 10, or any such provision, are invalid, have been repealed
retroactively or otherwise do not apply to the Bonds, provided that the City shall have
ORDINANCE NO. 32/,Y
Page 28
provided notice of such delivery and the cancellation of this Section 10 to each then
existing NRMSIR or the MSRB and the SID, if any.
(2) This Section 10 may be amended, without the consent of the Bondholders,
but only upon the City obtaining an opinion of nationally recognized bond counsel to the
effect that such amendment, and giving effect thereto, will not adversely affect the
compliance of this Section 10 and by the City with the Rule, provided that the City shall
have provided notice of such delivery and of the amendment to each then existing
NRMSIR or the MSRB and the SID, if any. Any such amendment shall satisfy, unless
otherwise permitted by the Rule, the following conditions:
(i) The amendment may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law or
change in the identity, nature or status of the obligated person or type of business
conducted;
(ii) This Section 10, 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
(iii) The amendment does not materially impair the interests of
Bondholders, as determined either by parties unaffiliated with the City (such as
nationally recognized bond counsel), or by approving vote of Bondholders
pursuant to the terms of the Ordinance at the time of the amendment.
ORDINANCE NO. c 39/f5
1 Page 29
The initial Annual Financial Information after the amendment shall explain, in
narrative form, the reasons for the amendment and the effect of the change, if any, in the
type of operating data or financial information being provided.
(g) Any failure by the City to perform in accordance with this Section 10 shall
not constitute an Event of Default with respect to the Series 2005 Bonds. If the City fails
to comply herewith, any Bondholder or beneficial owner may take such actions as may
be necessary and appropriate, including seeking specific performance by court order, to
cause the City to comply with its obligations hereunder.
Section 11. Defeasance. That, if, when the Bonds secured hereby shall have become
due and payable in accordance with their terms or shall have been duly called for redemption or
either irrevocable instructions to call the Bonds for redemption or to pay the Bonds at their
respective maturities or redemption dates or any combination of such payment and redemption
shall have been given by the City to the Paying Agent or an appropriate fiduciary institution
acting as escrow agent, the whole amount of the principal, interest and premium, if any, so due
and payable upon all of the Bonds then Outstanding shall be paid or sufficient moneys, or direct
obligations of, or obligations the full and timely payment of, the principal of and the interest on
which are unconditionally guaranteed by, the United States of America (the "Government
Obligations") the principal of and the interest on which when due will provide sufficient moneys,
to pay at maturity or to redeem all of the Bonds together with all interest accrued and to accrue
thereon to dates of maturity, or redemption, shall be held by such escrow agent or the Paying
Agent for such purpose under the provisions of this Ordinance, and provision shall also be made
for paying all other sums payable hereunder by the City, then and in that case the right, title and
interest of the Bondholders of the Bonds secured hereby in the funds and accounts mentioned in
ORDINANCE NO. OWLS--
Page 30
this Ordinance shall thereupon cease, determine and become void on that date without further
action of the Council, and the City may apply any moneys on deposit in any fund or account
relating to the Bonds, other than moneys held for the redemption or payment of Bonds, as
provided in Section 1 hereof, and moneys held in the Rebate Fund; otherwise this Ordinance
shall be, continue and remain in full force and effect; provided, however, that in the event
Government Obligations shall be deposited with and held by such escrow agent or the Paying
Agent as hereinabove provided, and in addition to the requirements set forth in Section 1 of this
Ordinance, the Clerk shall within 30 days after such Government Obligations shall have been
deposited with such escrow agent or the Trustee or the Paying Agent cause a notice signed by the
Trustee to be mailed by first class mail to each registered owner of the Bonds and to be published
once in a Daily Newspaper of general circulation published in Omaha, Nebraska, setting forth (a)
the date designated for the redemption of the Bonds or a statement to the effect that such Bonds
are to be paid at their respective maturities, (b) a description of the Government Obligations so
held by such escrow agent or the Paying Agent, and (c) that this Ordinance has become void in
accordance with the provisions of this Section.
All moneys and obligations held by such escrow agent or the Paying Agent pursuant to
this Section shall be held in trust and the principal and interest of said obligations when received,
and said moneys, applied to the payment,when due, of the principal of, interest on and premium,
if any, on the Bonds so called for redemption.
Section 12. That the Finance Department of the City and all officials of the City are
hereby authorized to take such action and execute such orders, receipts, certificates and other
documents as may be necessary in order to effectuate the sale and delivery of the Series 2005
Bonds or any portion thereof and the preparation and execution of the Series 2005 Bonds in
ORDINANCE NO. (39/yc-
Page 31
accordance with this Ordinance and applicable law. It is also directed that a transcript be
prepared of all proceedings on which rests the authority of the City Council to issue and sell the
Series 2005 Bonds.
Section 13. That all of the Series 2005 Bonds which are general obligation various
purpose bonds were authorized for issuance by the electors of the City of Omaha, that the
certificates of official returns showing the favorable results of balloting with respect to those
Series 2005 Bonds authorized by the electors have been certified to the City by the Election
Commissioner; that this Ordinance is therefore declared to be administrative (not legislative) in
character and that, under Section 2.12 of the City Charter and Rule VII of the Rules adopted by
the City Council of the City of Omaha, this Ordinance shall become effective from and after its
adoption.
INTRODUCED BY COUNCILMEMBER
/04001:1 APPROVED BY:
htija4 // o D.S
MAYOR OF THE CI OF OMAHA DATE
PASSED NOV - 8 2005 9-a
ATTEST:
ifA -
C Y CLERK.OP TE CITY OF OMAH ATE
APPROV TO I' :
r C • TTORNEY DATE
P:\FIN\13227pjm.doc
ORDINANCE
EXHIBIT A
AGENCY AGREEMENT
THIS AGREEMENT made and entered into as of November 15, 2005 by and between
the City of Omaha, Nebraska (hereinafter referred to as the "City") and First National Bank of
Omaha, Omaha,Nebraska(hereinafter referred to as the "Registrar").
WITNESSETH :
WHEREAS, the City has issued its $42,800,000 Various Purpose Bonds, Series of 2005,
dated November 15, 2005 (the "Series 2005 Bonds"), by an Ordinance adopted November 8,
2005 (the "Ordinance") to provide funds for authorized capital improvement projects of the City;
and
WHEREAS, the City requires the services of a paying agent and registrar for the
Series 2005 Bonds and, by the Ordinance, has appointed the Registrar to perform such services;
and
WHEREAS, the Registrar is willing to provide services as paying agent and registrar
pursuant to the terms of this Agreement in consideration for the compensation described in this
Agreement and wishes to accept its appointment by the City under the Ordinance;
NOW, THEREFORE, in consideration of the mutual covenants and benefits herein set
forth and for other valuable consideration, the receipt of which is hereby acknowledged by each
party, the City and the Registrar agree as follows :
ARTICLE I
REGISTRAR AND PAYING AGENT
1. Registrar agrees that it shall maintain, on behalf of the City, Books of Registry in
which the registered owners of the Series 2005 Bonds and their registered addresses shall be duly
recorded.
2. The Registrar agrees that it shall serve as paying agent for the City in making the
payments of principal and interest falling due on the Series 2005 Bonds. The City shall, not later
than five days before each interest and principal payment date on the Series 2005 Bonds, deposit
with the Registrar an amount sufficient to make such payment, and the Registrar shall apply such
deposit by mailing a check or draft to each of the registered owners of the Series 2005 Bonds as
shown on the Books of Registry maintained pursuant to paragraph 1 hereof for the appropriate
amounts of principal and interest due on each respective Series 2005 Bond.
3. The Registrar hereby accepts and agrees to perform all duties directed by the
Ordinance to be performed by the "Registrar" and the "Paying Agent," as each such term is
defined in the Ordinance, and the terms of the Ordinance are hereby incorporated by reference
and a copy of the Ordinance is attached hereto.
Kutak Rock-Firm Library-4820-9511-7824.2
VPBS 05
4. The City shall furnish to the Registrar a sufficient supply of forms in blank of the
Series 2005 Bonds to be issued upon transfer or partial redemption, signed by the facsimile
signatures of the Mayor or Acting Mayor and City Clerk, Acting City Clerk or Deputy City
Clerk and sealed with the City's seal, and shall renew such supply upon request by the Registrar.
5. The City agrees to pay the Registrar compensation for its services in the amounts
and the times shown on the attached Appendix A.
6. Transfers of the Series 2005 Bonds shall be registered and new Series 2005 Bonds
issued in replacement thereof, pursuant to the limitations prescribed in the Ordinance, upon
surrender to the Registrar of any outstanding Series 2005 Bond accompanied by an assignment
for transfer in such manner and form as the Registrar may require and by such assurances as the
Registrar shall deem necessary or appropriate to evidence the genuineness and effectiveness of
each necessary signature and, if deemed appropriate by the Registrar, satisfactory evidence of
compliance with all applicable laws relating to the collection of taxes. In registering transfers of
the Series 2005 Bonds, the Registrar may rely upon the Uniform Commercial Code or any other
statutes which in the opinion of counsel protect the Registrar and the City in not requiring
complete documentation, in registering bonds without inquiry into adverse claims, in delaying
registration for purposes of such inquiry, or in refusing registration where in the Registrar's
judgment an adverse claim requires such refusal.
7. Replacement bonds for Series 2005 Bonds damaged, lost or stolen shall be issued
by the Registrar upon a duly certified resolution or resolutions in compliance with the
requirements of Sections 10-127 to 10-130, R.R.S. Neb. 1997, as now existing or as hereafter
amended.
8. As provided by law, the Books of Registry maintained by the Registrar shall not
be deemed public records and shall be available for inspection solely pursuant to a court order or
a subpoena of any governmental agency having jurisdiction to issue such subpoena.
9. At least annually, the Registrar shall give a report to the City accounting for all
funds received and disbursements made. The Registrar shall maintain customary records in
connection with the exercise of its duties under this Agreement.
10. The Registrar shall indemnify and hold harmless the City from all claims
occasioned by any act or omission of the Registrar in connection with this Agreement. Such
indemnity shall survive this Agreement.
11. Any corporation or association into which the Registrar may be converted or
merged, or with which it may be consolidated, or to which it may sell or transfer its trust
business and assets as a whole or substantially as a whole, or any corporation or association
resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party,
shall, ipso facto, be and become successor Registrar hereunder and vested with all of the trusts,
powers, discretions, immunities, privileges and all other matters as was its predecessor, without
the execution or filing of any instruments or any further act, deed or conveyance on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
Kutak Rock-Firm Library-4820-9511-7824.2
VPBS 05 2
12. The City shall have the right to remove the Registrar only in the event either of a
material breach of the Registrar's duties under this Agreement and the Ordinance or of the
occurrence of any designation of a successor as described hereinabove. In such event the City
shall have the right to designate a successor and the Registrar hereby agrees that it shall turn over
all of its records with respect to the Series 2005 Bonds to any such successor upon request by the
City.
13. This Agreement shall terminate with respect to the Registrar when the Series 2005
Bonds have been paid in full as provided in the Ordinances. The Registrar shall have no duties
with respect to the investment of moneys paid to it under this Agreement and the Ordinance
except as may be otherwise agreed between the Registrar and the City. Any deposit of such
moneys shall be either fully insured by the Federal Deposit Insurance Corporation or fully
secured in the manner required by law for deposit of funds of the City. Any such deposit may be
in an account maintained with the Registrar. Unclaimed funds that would escheat to the State of
Nebraska shall instead be returned to the City.
ARTICLE II
GENERAL
1. Severability. If any one or more of the covenants or agreements to be performed
by any of the parties to this Agreement shall be determined by a court of competent jurisdiction
to be unenforceable, such covenant or agreement shall be deemed and construed to be severable
from the remaining covenants and agreements contained herein and shall in no way effect the
validity of the remaining provisions of this Agreement.
2. Counterparts. This Agreement may be executed in several counterparts, all or
any of which shall be regarded for all purposes as one original and shall constitute and be but one
and the same instrument.
3. Equal Employment Opportunity Clause. Annexed hereto as Appendix B and
made a part hereof of are the equal employment provisions of this Agreement, wherein "Escrow
Agent" and"Registrar" are referred to as "Contractor."
4. Nondiscrimination. The Escrow Agent and Registrar shall not in the
performance of this Agreement discriminate or permit discrimination in violation of federal or
state laws or local ordinances because of race, color, sex, age, political or religious opinions,
affiliations or national origin.
5. Applicable Law. Parties to this Agreement shall comply with all existing and
applicable City ordinances, resolutions, state laws, federal laws and all existing and applicable
rules and regulations. Nebraska law will govern the terms of and the performance under this
Agreement.
6. Interest of the City. Pursuant to Section 8.05 of the Home Rule Charter, no
elected official or any officer or employee of the City shall have a financial interest, direct or
indirect, in any City contract. Any violation of such Section 8.05 with the knowledge of the
person or corporation contracting with the City shall render the contract voidable by the Mayor
or Acting Mayor or City Council of the City.
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7. Modification. This Agreement contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are expressly set
forth herein. No agent, employee or other representative of either party is empowered to alter
any of the terms hereof unless done in writing and signed by an authorized officer of the
respective parties.
8. Strict Compliance. All provisions of this Agreement and each and every
document that shall be attached hereto shall be strictly complied with as written, and no
substitution or change shall be made except upon written direction from authorized
representatives of the parties.
9. Notices. For the purposes of notice, including legal service of process, during the
term of this Agreement and for the period of any applicable statute of limitations thereafter, the
following shall be the authorized representative of the Escrow Agent and Registrar:
First National Bank of Omaha
One First National Center
Omaha,NE 68102-1596
(402) 341-0500
CITY OF OMAHA
Attest: By c * LL4/ /�� .5-
Mayor / Date
City Clerk
FIRST NATIONAL BANK OF OMAHA, as
Paying Agent and Registrar
•
By
Title
Approved as to Form:
City Attorney
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APPENDIX A
TO
AGENCY AGREEMENT
$42,800,000
CITY OF OMAHA
VARIOUS PURPOSE BONDS
SERIES OF 2005
Initial Services
Establish Bond Register
(Important: The computerized system has built-in security with back-up files maintained
in the Bank's secured area outside of the main building.)
Annual Services
Maintain Bond Register and maintain inventory of unissued bonds.
Record changes of address.
Transfer ownership of bonds, including:
Examine transfer documents, approve signatures, and approve supporting
documents, if any, related to bond transfers. Cancel old bonds; issue, authenticate and
deliver new bonds.
Send notices to City, approximately 30 days prior to each due date, of amount of
principal and/or interest due.
Wire transfer funds to The Depository Trust Company on due date.
Issue 1099 Interest Forms, if applicable, and send a copy to each holder.
Provide such notification to holders as the Agreement requires the Registrar to give in the
event of a bond call.
Destroy cancelled certificates and provide a Destruction Certificate to the Issuer.
Correspond with holders regarding transfer requirements or general inquiries.
Fees
Initial: $800.00
Annual: $500.00
The above fees do not include postage and other out-of-pocket costs and expenses which
will be charged at cost. Special and extraordinary services may be billed based on time and
effort.
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The above fees are subject to review and adjustment if The Depository Trust Company
discontinues services as securities depository.
November 15, 2005
•
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APPENDIX B
TO
AGENCY AGREEMENT
EQUAL EMPLOYMENT OPPORTUNITY CLAUSE
During the performance of this contract, the Contractor agrees as follows:
(1) The Contractor shall not discriminate against any employee applicant for
employment because of race, religion, color, sex, national origin, or disability as defined by the
Americans With Disabilities Act of 1990 and Omaha Municipal Code Section 13-82. The
Contractor shall take affirmative action to ensure that applicants are employed and that
employees are treated during employment without regard to their race, religion, color, sex or
national origin. The Contractor shall take all actions necessary to comply with the Americans
With Disabilities Act of 1990 and the Omaha Municipal Code (Chapter 13) including, but not
limited to, reasonable accommodation. As used herein, the word "treated" shall mean and
include, without limitation, the following: Recruited, whether advertising or by other means;
compensated; selected for training, including apprenticeship; promoted; upgraded; demoted;
downgraded; transferred; laid off; and terminated. The Contractor agrees to and shall post in
conspicuous places, available to employees and applicants for employment, notices to be
provided by the contracting officers setting forth the provisions of this nondiscrimination clause.
(2) The Contractor shall, in all solicitations or advertisements for employees placed
by or on behalf of the Contractor, state that all qualified applicants will receive consideration for
employment without regard to race, religion, color, sex, national origin, or disability as
recognized under 42 USCS 12101 et seq.
(3) The Contractor shall send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or understanding a notice
advising the labor union or worker's representative of the Contractor's commitments under the
Equal Employment Opportunity Clause of the City and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(4) The Contractor shall furnish to the contract compliance officer all federal forms
containing the information and reports required by the federal government for federal contracts
under federal rules and regulations, and including the information required by Omaha Municipal
Code Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records.
Records accessible to the Contract Compliance Officer shall be those which are related to
Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the
Contractor. The purpose for this provision is to provide for investigation to ascertain compliance
with the program provided for herein.
(5) The Contractor shall take such actions with respect to any subcontractor as the
City may direct as a means of enforcing the provisions of Paragraphs (1) through (7) herein,
including penalties and sanctions for noncompliance; however, in the event the Contractor
becomes involved in or is threatened with litigation as the result of such directions by the City,
the City will enter into such litigation as necessary to protect the interests of the City and to
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•
effectuate the provisions of this division; and in the case of contracts receiving federal assistance,
the Contractor or the City may request the United States to enter into such litigation to protect
the interests of the United States.
(6) The Contractor shall file and shall cause his subcontractors, if any, to file
compliance reports with the Contractor in the same form and to the same extent as required by
the federal government for federal contracts under federal rules and regulations. Such
compliance reports shall be filed with the Contract Compliance Officer. Compliance reports
filed at such times as directed shall contain information as to the employment practices, policies,
programs and statistics of the Contractor and his subcontractors.
(7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this
Appendix, "Equal Employment Opportunity Clause", and Omaha Municipal Code
Section 10-193 in every subcontract or purchase order so that such provisions will be binding
upon each subcontractor or vendor.
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