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ORD 37185 - Various purpose bonds series 2005 s Iiikt:94 �r Finance Department artment C.;`r.-�-4�� Omaha/Douglas Civic Center `e; tw%i 1819 Farnam Street,Suite 1004 ��ji i .! n (�C.J : Omaha,Nebraska 68183-1004 _.�:•� �- . (402)444-5416 Off/Tim o �TA ° Telefax(402)444-5423 � D PEB4Vr� 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. Kutak Rock-Firm Library-4820-9511-7824.2 VPBs 05 3 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 Kutak Rock-Firm Library-4820-9511-7824.2 VPBS 05 4 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. Kutak Rock-Firm Library-4820-9511-7824.2 VPBS 05 The above fees are subject to review and adjustment if The Depository Trust Company discontinues services as securities depository. November 15, 2005 • Kutak Rock-Firm Library-4820-9511-7824.2 VPBS 05 2 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 Kutak Rock-Firm Library-4820-9511-7824.2 VPBS 05 • 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. 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