RES 1999-2425 - Special tax revenue bonds, downtown northeast redevelopment project series 1999 •
oM"""•NFB r t Finance Department
Tjps
€ } �r
�yO ��
+ �"� �, - Omaha/Douglas Civic Center
a .tir!'► �n 1819 Farnam Street,Suite 1004
C 99 (
�[ J 4 All 10: 00 Omaha,Nebraska 68183-1004
(402)444-5416
Ao �ti' i..
S _.„ , Telefax(402)444-5423
PT Ui Ci Q
EDFEB� r
t..i p } S s. Louis A.D'Ercole
City of Omaha Director
Hal Daub,Mayor •
September 14, 1999
Honorable President
and Members of the City Council,
•
Submitted for your consideration is a Resolution regarding the sale of City of Omaha Special Tax
Revenue Bonds (Downtown Northeast Redevelopment Project), Series 1999 in the aggregate
principal amount not to exceed Six Million One Hundred Ninety-Five Thousand Dollars
($6,195,000).
The Resolution approves the preliminary official statement(attached as Exhibit"A")and authorizes
the City Finance Director to deem final the Preliminary Official Statement as of its date and
approving its distribution by the prospective underwriter.
Respectfully submitted, Referred to City Council for Consideration:
•
1,/,y
9/517?
Louis A. D'Ercole Date Mayor's Office/Title Date
Finance Director
•
P:\FIN\7635.MAF
,
a'^ - • ,
• .= EXHIBIT A
E 9
b V)
PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 14,1999
7.1 7
y —,
NEW ISSUE—BOOK-ENTRY ONLY
s•E
In the opinion of Kutak Rock,Bond Counsel, under existing laws, regulations,rulings and judicial decisions,the interest on the Series 1999 Bonds is
E:: excluded from gross income for federal income tax purposes and is not an item of tax preference or purposes of the federal alternative minimum tax imposed on
.= 1 individuals and corporations. Bond Counsel is also of the opinion that, under existing laws of the State of Nebraska, the interest on the Series 1999 Bonds is
Y y exempt from Nebraska state income taxation so long as it is exempt for purposes of federal income tax. See"TAX EXEMPTION"herein.
°
ti
•a- $6,195,000 KUTAK ROCK
.2° CITY OF OMAHA, NEBRASKA DRAFT 9/9/99
a.y Special Tax Revenue Bonds
C (Downtown Northeast Redevelopment Project)
Series 1999
7 2
.0 N
.5 Dated: October 1,1999 Due: April 1 and October 1,as shown below
E
-a0O H
y,
>, °c The Series 1999 Bonds(the"Bonds")are issuable as fully registered bonds in denominations of$5,000 and integral multiples thereof. Interest on the
g >, Bonds is payable on April 1 and October 1 of each year,beginning April 1,2000,by check or draft mailed to the registered owner as of the applicable record date
o a' at the address shown on the books of registry maintained by First National Bank of Omaha (the "Paying Agent"). Principal of the Bonds is payable upon
• o presentation and surrender thereof at the principal office of the Paying Agent in Omaha,Nebraska.
7
ow
a o The Bonds will be subject to optional redemption and special optional redemption[and mandatory sinking fund redemption]prior to maturity as more
-' G fully set forth herein.
oc o•.2O2
,a a.11 The Bonds initially will be registered in the name of Cede&Co.,as nominee for The Depository Trust Company,New York,New York("DTC"),
E•°'O which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form in authorized denominations by credit to
1participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers will not receive certificates evidencing the Bonds.
:C..9 s Principal of and interest on the Bonds will be payable by the Paying Agent directly to DTC as the registered owner thereof. Disbursement of such payments to
9, <> the DTC Participants is the responsibility of DTC,and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and
y• ro " the Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer
a o c who is,or acts through,a DTC Participant to receive payment of the principal of,premium,if any,and interest on such Bonds. See"THE BONDS—Book-Entry
N o Only System"herein.
° The Bonds will be issued by the City of Omaha,Nebraska(the"City")for the purpose of financing a portion of the cost of the relocation,construction
E w 6, and installation of public streets,sidewalks,utilities and offstreet parking lots relating to the redevelopment of Northeast Downtown Omaha,Nebraska.
o':
E ' 8 The Bonds will be special limited obligations of the City,secured solely by and payable solely from the proceeds of a special tax levied by the
O B City for community redevelopment purposes. The Bonds are not general obligations of the City. The full faith and credit of the City are not pledged to
o.Y.2 the payment of the Bonds or the interest thereon. See"BONDHOLDERS'RISKS"herein.
O a F
• °b MATURITIES,AMOUNTS AND INTEREST RATES
Ec $ Serial Bonds
O E o
o Y Es Maturity Amount Interest Rate Yield Maturity Amount Interest Rate Yield
e,, April 1,2000 April 1,2005
43 w 'o- October I,2000 October 1,2005
2 6 $ April 1,2001 April 1,2006
c .o October I,2001 October 1,2006
2c g April 1,2002 April 1,2007
a.'-• October 1,2002 October 1,2007
c
April 1,2003 April 1,2008
a. o
V.N October 1,2003 October 1,2008
8-.Q April 1,2004 April 1,2009
o ti▪ w October I,2004 October 1,2009
• ti 8 $ %Term Bond Due October 1,2014 Priced at %to Yield %
o 2 7 $ %Term Bond Due October 1,2019 Priced at %to Yield %
•E 4 2 (Plus Accrued Interest from October 1,1999)
t 7 2
0 U 7
F
RI " 3
,G, F The Bonds are offered when,as and if issued by the City and received by the Underwriter,and are subject to the approval of validity by Kutak Rock,
S o o Bond Counsel and certain other conditions. Certain other legal matters will be passed upon for the City by the City Law Department and by Kutak Rock,as
-° o Special Disclosure Counsel. It is expected that the Bonds will be available for delivery at DTC in New York,New York on or about October_, 1999 against
cn g payment therefor.
w KIRKPATRICK PETTIS
w Dated: September—,1999
'd w
_•c— o
F F,
H
a•—X
�, U'O N
.. 3 01-209022.02
I
1
{ y I
CITY OF OMAHA,NEBRASKA
HAL DAUB,MAYOR
•
CITY COUNCIL
Paul Koneck,President
Marc Kraft, Vice President Cliff Herd
Subby Anzaldo Lormong Lo
Frank Brown James Monahan
MAYOR'S CABINET MEMBERS
Louis A.D'Ercole Finance Director
Paul D. Kratz City Attorney
Robert Peters Acting Planning Director
Kellie E.Paris Acting Human Relations Director
Donald L. Carey Chief of Police
William H.Johnson Acting Fire Chief
Larry Foster Acting Parks,Recreation and Public Property Director
Don W.Elliott Public Works Director
Michele Frost Personnel Director
Patrick McPherson Administrative Services Director
AGENCY DIRECTORS
Diane Thomas Director,Job Training of Greater Omaha
Ronald R.Heezen Director, Omaha Public Library
Stanley P. Timm,Acting City Comptroller
Buster Brown, City Clerk
AUDITOR
KPMG LLP
UNDERWRITER
Kirkpatrick Pettis
BOND COUNSEL
Kutak Rock
01-209022.02
r 1
No dealer, broker, salesperson or other person has been authorized by the City or the
Underwriter to give any information or to make any representations in connection with the Bonds
or the matters described herein, other than those contained in this Official Statement, and, if given
or made, such other information or representations must not be relied upon as having been
authorized by the City or the Underwriter. This Official Statement does not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in
any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The
information and expressions of opinion contained herein are subject to change, without notice, and
neither the delivery of this Official Statement, nor any sale made hereunder, shall, under any
circumstances,create any implication that there has been no change in the matters described herein
since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds
referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.
The Underwriter may offer and sell Bonds to certain dealers and others at prices lower than the
offering prices stated on the cover page hereof. The offering prices may be changed from time to
time by the Underwriter.
TABLE OF CONTENTS
Page
INTRODUCTION 1 SPECIAL TAX REVENUES 12
THE BONDS 2 Sources of Special Tax Revenues 12
Description 2 Procedures in Real Property Valuation
Book-Entry Only System 2 and Tax Collections 12
Transfer and Exchange 5 THE ORDINANCE 12
Redemption Prior to Maturity 5 Acquisition Fund 13
SECURITY FOR AND SOURCE Investment of Moneys 13
OF PAYMENT OF THE BONDS 7 Certain Covenants of the City 14
Flow of Tax Revenues 8 Defeasance 15
Enforcement of Ordinance 15
BONDHOLDERS' RISKS 8 Amendment to the Ordinance 16
Insufficiency of Tax Revenues 8 UNDERWRITING 17
Revision of State Property Tax System 9
No Investment Rating 10 CONTINUING DISCLOSURE 17
ESTIMATED APPLICATION OF BOND TAX EXEMPTION 18
PROCEEDS 10 ABSENCE OF LITIGATION
THE REDEVELOPMENT PROJECT AREA 10 REGARDING THE BONDS 18
Location and Surrounding Area 10 LEGAL MATTERS 18
Redevelopment Plan 11
Redevelopment Project 11 MISCELLANEOUS 18
APPENDIX A PROJECTED SPECIAL TAX REVENUES AND DEBT SERVICE COVERAGE
APPENDIX B CITY OF OMAHA—GENERAL INFORMATION
APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING
IN CONNECTION WITH ITS REOFFERING OF THE BONDS, THE UNDERWRITER
OF THE BONDS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE BONDS HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR HAS THE ORDINANCE BEEN
QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939 IN RELIANCE UPON
CERTAIN EXEMPTIONS SET FORTH IN SUCH ACTS. THE REGISTRATION,
QUALIFICATION OR EXEMPTION OF THE BONDS IN ACCORDANCE WITH THE
APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS WHEREIN THE
BONDS HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE
REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE JURISDICTIONS
NOR ANY OF THEIR AGENCIES HAVE GUARANTEED OR PASSED UPON THE SAFETY
OF THE BONDS AS AN INVESTMENT OR UPON THE ACCURACY OR ADEQUACY OF
THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A
CRIMINAL OFFENSE.
01-209022.02
OFFICIAL STATEMENT
$6,195,000
CITY OF OMAHA, NEBRASKA
SPECIAL TAX REVENUE BONDS
(DOWNTOWN NORTHEAST REDEVELOPMENT PROJECT)
SERIES 1999
INTRODUCTION
This Official Statement, including the cover page, is furnished in connection with the
offering of $6,195,000 Special Tax Revenue Bonds (Downtown Northeast Redevelopment
Project), Series 1999 (the"Bonds") of the City of Omaha, Nebraska (the "City"), and of the City
acting in its capacity as an authority under the Community Development Law (as defined
herein).
The Bonds will be issued in strict compliance with the Constitution and laws of the State
of Nebraska and particularly Article 21 of Chapter 18, Reissue Revised Statutes of 1997 of
Nebraska, as amended (the "Act"), and the Home Rule Charter of the City of Omaha, 1956, as
amended (the "Charter"), and Ordinance No. (the "Ordinance"), passed by the City
Council (the "Council") of the City on September_, 1999. Certain provisions of the Ordinance
are set forth later in this Official Statement.
The proceeds of the Bonds will be used, together with other moneys available to the City,
to finance a portion of the costs of the relocation, construction and installation of public
improvements relating to the redevelopment of Northeast Downtown, Omaha, Nebraska (the
"Redevelopment Project").
This Official Statement contains brief descriptions or summaries of, among other matters,
the Bonds, the City, the Redevelopment Project, the Redevelopment Plan (as defined herein), the
Redevelopment Agreement (as defined herein) and the Ordinance. Such descriptions and
information do not purport to be comprehensive or definitive. All references herein to the
Ordinance, the Redevelopment Agreement and the Redevelopment Plan are qualified in their
entirety by reference to such documents, and references herein to the Bonds are qualified in their
entirety by reference to the form thereof included in the Ordinance. Copies of such documents
may be obtained from the City by writing to the attention of Finance Director and, during the
initial offering period only, from the representatives of the Underwriter, Kirkpatrick Pettis,
Smith, Polian Inc., Suite 400, 10250 Regency Circle, Omaha,Nebraska 68114.
01-209022.02
(t
THE BONDS
Description
The Bonds shall be issued in fully registered form and shall be in the denomination of
$5,000 or integral multiples thereof. The Bonds shall be initially dated October 1, 1999 and shall
bear interest from their date at the rates per annum set forth on the cover page hereof payable
semiannually on April 1 and October 1 of each year, commencing April 1, 2000.
The principal of the Bonds is payable upon presentation and surrender at the principal
office of First National Bank of Omaha, as Paying Agent and Registrar (the "Paying Agent"), in
Omaha, Nebraska. Payment of interest on the Bonds will be made to the registered owner
thereof by check or draft mailed by the Paying Agent to such owner at the address that appears
on the registration books kept by the Paying Agent on the record date, which is the fifteenth day
of the month next preceding each interest payment date. All such payments will be made in
lawful money of the United States of America.
Book-Entry Only System
The Depository Trust Company ("DTC"), New York, New York, will act as securities
depository for the Bonds. The Bonds will be initially issued as fully registered securities
registered in the name of Cede& Co. (DTC's partnership nominee). One fully registered Bond
certificate will be issued for each maturity of the Bonds and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct
Participants") deposit with DTC. DTC also facilitates the settlement among Participants (as
defined hereinafter) of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial relationship with a
Direct Participant either directly or indirectly ("Indirect Participants"). (Direct Participants and
Indirect Participants are referred to herein collectively as the "Participants.") The Rules
applicable to DTC and its Participants are on file with the Securities and Exchange Commission.
Purchases of the Bonds under the DTC system must be made in authorized
denominations by or through Direct Participants, which will receive a credit for the Bonds on
DTC's records. The ownership interest of each actual purchaser of each Bond (a "Beneficial
Owner") is in turn to be recorded on the Direct Participants' and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their purchase, but
01-209022.02 2
1
Beneficial Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction. Transfers of
beneficial ownership interest in the Bonds are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. For every transfer and exchange of
beneficial ownership interests in the Bonds, DTC and the Participants may charge the Beneficial
Owner a sum sufficient to pay any tax, fee or other governmental charge that may be imposed in
relation thereto. Beneficial Owners will not receive certificates representing their ownership
interests in the Bonds, except in the event that use of the book entry for the Bonds is
discontinued.
SO LONG AS CEDE& CO., AS NOMINEE FOR DTC, IS THE REGISTERED
OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT
CEDE & CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER
THE ORDINANCE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF AND
INTEREST ON THE BONDS, RECEIPT OF NOTICES AND VOTING.
To facilitate subsequent transfers, the Bonds deposited by Participants with DTC are
registered in the name of DTC's partnership nominee, Cede& Co. The deposit of the Bonds
with DTC and their registration in the name of Cede& Co. effect no change in beneficial
ownership. DTC will have no knowledge of the actual Beneficial Owners of the Bonds. DTC's
records will reflect only the identity of the Direct Participants to whose accounts such Bonds are
credited, which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to
Beneficial Owners, will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Redemption notices will be sent to Cede& Co. If less than all of the Bonds are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant to be redeemed.
Neither DTC nor Cede& Co. will consent or vote with respect to the Bonds. Under its
usual procedures, DTC mails an Omnibus Proxy to the City, as issuer of the Bonds, as soon as
possible after the record date. The Omnibus Proxy assigns Cede& Co.'s consenting or voting
rights to those Direct Participants to whose accounts the Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Bonds will be made by the Paying Agent to DTC.
DTC's practice is to credit Direct Participants' accounts on payment dates in accordance with
their respective holdings shown on DTC's records unless DTC has reason to believe that it will
not receive payment on a payment date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the Paying Agent, the City or any other party
01-209022.02 3
under the Ordinance, subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal, premium, if any, and interest to DTC is the responsibility of
the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility
of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility
of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to the City and the Paying Agent. Under such
circumstances, in the event that a successor securities depository is not obtained, Bond
certificates are required to be delivered as described in the Ordinance.
Upon (i)the written direction of the City or (ii)the written consent of 100% of the
Bondholders, the Paying Agent shall withdraw the Bonds from DTC and authenticate and deliver
Bond certificates fully registered to the assignees of DTC or its nominee. If the request for such
withdrawal is not the result of any City action or inaction, such withdrawal, authorization and
delivery shall be at the cost and expense of the persons requesting such withdrawal,
authentication and delivery.
DTC management is aware that some computer applications, systems and the like for
processing data ("Systems") that are dependent upon calendar dates, including dates before, on,
and after January 1, 2000, may encounter "Year 2000 problems." DTC has informed its
Participants and other members of the financial community(the"Industry") that it has developed
and is implementing a program so that its Systems, as the same relate to the timely payment of
distributions(including principal and income payments) to securityholders,book-entry deliveries
and settlement of trades within DTC ("DTC Services"), continue to function appropriately. This
program includes a technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be completed within
appropriate time frames.
However, DTC's ability to perform properly its services is also dependent upon other
parties, including, but not limited to, issuers and their agents, as well as third-party vendors from
whom DTC licenses software and hardware, and third-party vendors on whom DTC relies for
information or the provision of services, including telecommunication and electrical utility
service providers, among others. DTC has informed the Industry that it is contacting (and will
continue to contact) third-party vendors from whom DTC acquires services to: (i) impress upon
them the importance of such services being Year 2000 compliant; and (ii) determine the extent of
their efforts for Year 2000 remediation (and, as appropriate, testing) of their services. In
addition, DTC is in the process of developing such contingency plans as it deems appropriate.
According to DTC, the foregoing information with respect to DTC has been provided to
the Industry for information purposes only and is not intended to serve as representation,
warranty or contract modification of any kind.
The information in this section concerning DTC and DTC's book-entry system has been
obtained from DTC. The City does not take any responsibility for its accuracy.
01-209022.02 4
THE CITY AND THE PAYING AGENT CANNOT AND DO NOT GIVE ANY
ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS
WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (i)PAYMENTS OF
PRINCIPAL OF AND INTEREST ON THE BONDS, (ii) CERTIFICATES REPRESENTING
AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL
OWNERSHIP INTERESTS IN THE BONDS OR (iii) REDEMPTION OR OTHER NOTICES
SENT TO DTC OR CEDE & CO., ITS NOMINEE, AS THE REGISTERED OWNERS OF
THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC,
DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN
THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT "RULES"
APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION AND THE CURRENT "PROCEDURES" OF DTC TO BE FOLLOWED IN
DEALING WITH DIRECT PARTICIPANTS ARE ON FILE WITH DTC.
NEITHER THE CITY NOR THE PAYING AGENT HAS ANY RESPONSIBILITY OR
OBLIGATIONS TO THE DIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH
RESPECT TO (a) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY
DIRECT PARTICIPANT; (b)THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF
ANY AMOUNT DUE TO ANY BENEFICIAL OWNERS IN RESPECT OF THE PRINCIPAL
AND INTEREST ON THE BONDS; (c)THE DELIVERY OR TIMELINESS OF DELIVERY
BY DTC OR ANY DIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL
OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE
INDENTURE TO BE GIVEN TO BONDHOLDERS; (d)THE SELECTION OF THE
BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL
REDEMPTION OF THE BONDS; OR (e)ANY CONSENT GIVEN OR OTHER ACTION
TAKEN BY DTC OR ITS NOMINEE, CEDE & CO., AS BONDHOLDER.
Transfer and Exchange
The Bonds are transferable by the registered owners thereof in person or by their duly
authorized agent at the principal corporate office of the Paying Agent, but only in the manner,
subject to the limitations, and upon payment of the charges provided, in the Ordinance, and upon
surrender and cancellation thereof. Upon such transfer, a new registered bond or bonds of the
same maturity and interest rate and of a like aggregate principal amount will be authenticated
and delivered to the transferee in exchange for the surrendered bonds. The Paying Agent is not
required to transfer or exchange any Bonds during the 15 days next preceding any interest
payment date or, in the case of any proposed redemption of Bonds, during the 45 days next
preceding the date fixed for redemption of such Bonds.
Redemption Prior to Maturity
Optional Redemption. The Bonds maturing on or prior to October 1, 2009 shall not be
subject to redemption prior to their stated maturities. The Bonds maturing on and after April 1,
2010 shall be subject to redemption prior to their stated maturities at the option of the City, on or
after October 1, 2009, in whole at any time or in part from time to time, in the inverse order of
the maturities, on any interest payment date by lot within each maturity from any source of
funds. The Bonds so called for redemption shall be redeemed at the redemption prices
01-209022.02 5
•
}
(expressed as percentages of principal amount) set forth below, plus in each case accrued interest
to the date fixed for redemption:
Period During Which Redeemed Redemption
(Both Dates Inclusive) Prices
October 1, 2009 to September 30, 2010 102%
October 1, 2010 to September 30, 2011 101
October 1, 2011 and thereafter 100
Mandatory Sinking Fund Redemption. The Bonds maturing on October 1, 2014 shall
be subject to mandatory redemption at a redemption price equal to the principal amount thereof,
without premium, in the following principal amounts on the following mandatory redemption
dates:
Date Principal Amount
April 1, 2010 $
October 1, 2010
April 1, 2011
October 1, 2011
April 1, 2012
October 1, 2012
April 1, 2013
October 1, 2013
April 1, 2014
The remaining $ principal amount of Bonds maturing on October 1, 2014 shall be paid at
maturity on October 1,2014.
The Bonds maturing on October 1, 2019 shall be subject to mandatory redemption at a
redemption price equal to the principal amount thereof, without premium, in the following
principal amounts on the following mandatory redemption dates:
Date Principal Amount
April 1, 2015 $
October 1, 2015
April 1, 2016
October 1, 2016
April 1, 2017
October 1, 2017
April 1, 2018
October 1, 2018
April 1, 2019
The remaining $ principal amount of Bonds maturing on October 1, 2019 shall be paid at
maturity on October 1, 2019.
01-209022.02 6
1
On or before the thirtieth day prior to each April 1 or October 1 listed above as 'a
mandatory redemption date, the City shall proceed to select for redemption (by lot or other
random selection method in such manner as the City may determine), from all outstanding Bonds
subject to such mandatory redemption, a principal amount of such Bonds, equal to the aggregate
principal amount of such Bonds redeemable, and shall call such Bonds or portions thereof
($5,000 or any integral multiple thereof) for redemption on each such April 1 or October 1, and
give notice of such call.
Notice and Effect of Redemption. In the case of redemption of Bonds prior to maturity,
the City is required to mail a copy of the redemption notice to the registered owners of the Bonds
to be redeemed, in each case not less than 30 days prior to the date of redemption.
Interest shall cease to accrue on the Bonds from and after the date specified for their
redemption, if the aforesaid notice has been given and payment thereof duly made or provided
for.
SECURITY FOR AND SOURCE OF PAYMENT OF THE BONDS
The Bonds will constitute a valid and legally binding special limited obligation of the
City and of the City in its capacity as an authority under the Community Development Law. The
Bonds will be payable as to principal and interest solely from the Special Tax Revenues and
certain other moneys on deposit in the funds and accounts created under the Ordinance. The
Special Tax Revenues are the proceeds of a special tax levied by the City pursuant to the
Community Development Law for community redevelopment purposes in an amount not to
exceed 2.6 cents on each $100 of the actual value of all the taxable properties in the City, except
intangible property(the "Special Tax Revenues"). The Bonds will be secured solely by a pledge
of Special Tax Revenues. The pledge of the Special Tax Revenues is subordinate to the City's
pledge of such revenues to its Special Tax Revenue Refunding Bonds, Series 1998 (the
"Series 1998 Bonds"), of which $3,115,000 aggregate principal amount remains outstanding and
is on a parity with the City's pledge of such revenues to its Special Tax Revenue Redevelopment
Bonds, Series 1997A (the "Series 1997A Bonds," and together with the Series 1998 Bonds, the
"Prior Bonds"), of which $8,230,000 aggregate principal amount remains outstanding. The City
may issue bonds in the future secured by Special Tax Revenues on a parity with the Bonds,
provided that the Special Tax Revenues available for debt service for the fiscal year immediately
preceding the date of issuance of such bonds or other obligations is at least 125% of the
maximum annual debt service with respect to the Prior Bonds, the Bonds, such bonds or other
obligations and all other parity indebtedness to be outstanding immediately after the date of
issuance of such bonds. The Bonds are not a general obligation of the City. The Bonds will not
be a debt of the City, and the City will not be liable on the Bonds except to the extent of the
pledge of the Special Tax Revenues, nor in any event will the Bonds be payable out of any funds
or properties of the City other than the Bond Fund (described below) into which fund the Special
Tax Revenues are deposited as collected and received by the City. The Bonds will not constitute
an indebtedness of the City within the meaning of any constitutional or statutory debt limitations
or restrictions. See the caption"SPECIAL TAX REVENUES" for a more detailed description of
the Special Tax Revenues. See also the caption`BONDHOLDERS' RISKS" for a description of
certain risks relating to the security for the Bonds.
01-209022.02 7
Flow of Tax Revenues
The Ordinance created and established the following funds and accounts with respect to
the Bonds: the Acquisition Fund and the Bond Fund, and therein a Bond Interest Account and a
Bond Principal Account. See "SPECIAL TAX REVENUES—Sources of Special Tax
Revenues"herein.
When collected, the Special Tax Revenues, plus any other moneys available to pay
principal of and interest on the Bonds ("Debt Service"), will be deposited to the credit of the
Bond Fund.
"Bond Year"means the period from and including October 1 in one year to and including
September 30 in the next succeeding year, provided that the first Bond Year means the period
from and including the date the Bonds are issued to and including the next succeeding
September 30.
Bond Fund. The Special Tax Revenues accumulated in the Bond Fund will be used in
the following order of priority:
FIRST, credits shall be made into the Bond Interest Account, an amount
necessary so that the balance in such account on or before the date of the payment of
interest on the Bonds is equal to the amount due on such interest payment date; and
SECOND, credits shall next be made into the Bond Principal Account, an amount
necessary so that the balance in such account is equal to the next principal payment on or
before the date of payment of such principal of the Bonds.
BONDHOLDERS' RISKS
The following is a summary statement of certain risks to owners of the Bonds relating to
timely Debt Service payment and the market value of the Bonds. This summary statement is
intended to highlight certain risks and is not a complete statement of all such risks. Reference is
made to the other portions of this Official Statement and in particular to "SECURITY FOR AND
SOURCE OF PAYMENT OF THE BONDS" and "SPECIAL TAX REVENUES" herein for
further details of the risks to owners of the Bonds.
Insufficiency of Tax Revenues
The Ordinance requires the City, acting in its capacity as an authority under the
Community Development Law, to certify to the City Council for the community redevelopment
levy with respect to the Redevelopment Project an amount equal to the Debt Service on the
Bonds for the related fiscal year. The Special Tax Revenues will be the sole source of Debt
Service payments on the Bonds. The amount of the community redevelopment levy is subject to
a 2.6 cent/$100 of taxable valuation statutory limitation. (A portion of such levy in the amount
of approximately 0.248 cent/$100 of taxable valuation already is pledged on a senior basis to the
payment of the Series 1998 Bonds, the final scheduled maturity of which is December 1, 2008,
and in the amount of approximately 0.382 cent/$100 of taxable valuation already is pledged on a
01-209022.02 8
parity basis to the payment of the Series 1997A Bonds, the final scheduled maturity of which
November 15, 2017.)
Except for the Special Tax Revenues, the holders of the Bonds are not entitled to
payment from any tax receipts or other moneys of the City. However, the City is not prohibited
from contributing other legally available moneys to pay Debt Service on the Bonds.
Revision of State Property Tax System
The State of Nebraska's system of assessing and taxing personal property for purposes of
local ad valorem taxation for support of local political subdivisions, including the City, has been
the subject in recent years of constitutional amendment, legislation and litigation the result of
which has been to substantially resolve certain challenges to the validity of the tax system.
However, the State of Nebraska's system of assessing and taxing real and personal property has
continued to be the object of considerable controversy, legal challenges and legislative action.
Governmental units in Nebraska may not adopt budgets for fiscal years beginning on or
after July 1, 1998 in excess of 102.5% of the prior fiscal year's budget plus allowable growth
(which includes increases in taxable valuation for such things as new construction and
annexations). However, such budgetary limitations do not apply to, among other things, revenue
pledged to retire bonded indebtedness or budgeted for capital improvements. Governmental
units may exceed the budget limit for a given fiscal year by up to an additional 1% upon the
affirmative vote of at least 75% of the governing body or in such amount as is approved by a
majority vote of the electorate. Effective July 1, 1998, the property tax levies of incorporated
cities and villages, such as the City, are limited to a maximum of 450/$100 of taxable valuation
(plus an additional 50/$100 to pay the municipality's share of revenue required under interlocal
agreements). The levy limit does not apply to levies for preexisting lease-purchase contracts
approved prior to July 1, 1998, to bonded indebtedness approved according to law and secured
by a levy on property and to pay judgments. (The City's 1999 General Fund levy, exclusive of
such unlimited levies, is $.3098/$100 of taxable valuation.) A political subdivision may exceed
its levy limitation for a period of up to five years by majority vote of the electorate.
There can be no assurance that Nebraska's system of assessing and taxing real and
personal property will remain substantially unchanged, given the possibility of further legislation
and litigation. Such changes could materially and adversely affect the amount of property tax
revenues the City and other local governments could collect in future years. The City does not
believe, however, that the Nebraska Legislature would leave the City without adequate taxing
resources to pay for its programs and meet its financial obligations, including the repayment of
its bonds, lease-purchase obligations and other obligations, but not necessarily including tax
allocation bonds, such as the Bonds. The opinion of Bond Counsel will be rendered based on the
law existing as of the date of issuance of the Bonds and in reliance upon general legal
presumptions in favor of the constitutionality of statutes and upon the holdings of existing case
law.
01-209022.02 9
No Investment Rating
The Bonds are not rated by a securities rating agency. The City has not applied, and does
not intend to apply, for any such rating. The absence of an investment rating may adversely
affect the marketability of the Bonds.
ESTIMATED APPLICATION OF BOND PROCEEDS
The proceeds of the Bonds, exclusive of accrued interest, are anticipated to be used as
follows:
Sources of Moneys
Bond Proceeds $
Total Bond Proceeds $
Use of Moneys
Acquisition Fund $
Costs of Issuance
Underwriters' Discount
Total $
THE REDEVELOPMENT PROJECT AREA
Location and Surrounding Area
The "Redevelopment Project Area" is in downtown Omaha's Central Business District
and consists of(i) the Project Area Two, as described in the Redevelopment Agreement dated
February 10, 1997, as amended by the First Amendment to Redevelopment Agreement dated
June 5, 1998 and the Second Amendment to Redevelopment Agreement dated May 4, 1999, by
and among the City, Jayhawk L.L.C. and First National Bank of Omaha (the "Project Two
Redevelopment Agreement"), and (ii) the Project Area Four, as described in the Redevelopment
Agreement dated February 18, 1999, as amended by the Amended Redevelopment Agreement
dated July 20, 1999, by and between the City and Capitol Avenue Real Estate Company (the
"Project Four Redevelopment Agreement" and, together with the Project Two Redevelopment
Agreement, the "Redevelopment Agreement"). The Project Area Two consists of a city block
bounded by Dodge Street on the north, 16th Street on the east, Douglas Street on the south and
17th Street on the west. The Project Area Four consists of all of Blocks 73 and 74; portions of
Lots 1, 2 and 8 and all of Lots 3 through 7 in Block 59; and portions of Lots 1, 2, 3 and 4 and all
of Lots 5 through 8 in Block 60, Original City of Omaha, as surveyed and lithographed, in
Douglas County, Nebraska, and adjacent rights of way. Located in the immediate vicinity of the
Redevelopment Project Area are the present headquarters building (First National Center) of, and
a new 40-story office tower and related facilities under construction for the use of, First National
Bank of Omaha, the Roman R. Hruska Federal Courthouse Building (under construction), the
Braeker-Brandeis office building, the Doubletree Hotel and the Woodmen of the World office
tower. Dodge Street is Omaha's main east-west arterial, and the Redevelopment Project Area is
01-209022.02 10
•
readily accessible via Interstate 480. See the map of the Central Business District included in
this Official Statement.
Redevelopment Plan
The Downtown Northeast Redevelopment Plan (the "Redevelopment Plan"), as amended
pursuant to Resolution No. 564 and Resolution No. 1033 adopted by the City on March 3, 1998
and April 20, 1999, respectively, provides that the City will assist in the development of the
Project Two Plan Area by, among other things, financing the improvement, development and
redevelopment of the public improvements within such area, including certain public street,
[parking,] and utility improvements, and, as amended pursuant to Resolution No. 2890 adopted
by the City on October 20, 1998, provides that the City will assist in the development of the
Project Four Plan Area by, among other things, financing the improvement, development and
redevelopment of the public improvements within such area, including (i) installing street, traffic
signal and intersection improvements, (ii) relocating certain utilities, [and (iii) installing public
parking].
Redevelopment Project
The Redevelopment Project as described in this Official Statement includes the City's
obligations with respect to the Downtown Northeast Redevelopment Project Two and the
Downtown Northeast Redevelopment Project Four. The City's obligations with respect to the
Downtown Northeast Redevelopment Project Two include the construction of certain public
street, [parking] and utility improvements within the Project Two Area. The Downtown
Northeast Redevelopment Project Two also obligates other parties to acquire and prepare the site
of the construction of a new 40-story office tower and related facilities (the "Tower"), the master
lessee and primary tenant of which will be First National Bank of Omaha("FNB").
The City's obligations with respect to the Downtown Northeast Redevelopment Project
Four includes the installation of street, traffic signal, and intersection improvements and the
relocation of utilities within the Project Four Area according to the Project Four Redevelopment
Agreement. The Downtown Northeast Redevelopment Project Four also obligates other parties
to acquire and prepare the site of the construction of a new newspaper printing plant and related
facilities, consisting of a newspaper production facility of approximately 205,800 square feet, a
newsprint storage facility of approximately 30,000 square feet and an approximately 400-stall
multilevel parking garage for employee and visitor parking.
The Redevelopment Plan, which includes the Tower and the newspaper production and
newsprint storage facilities, comprises a significant element of a comprehensive redevelopment
of the Dodge and Capitol Street corridors in the Central Business District of Omaha. The Hruska
Federal Courthouse Building now under construction immediately west of the Redevelopment
Project Area is on a site formerly occupied by vacant or disused buildings. The City of Omaha
recently completed a multi-million-dollar renovation of the Civic Auditorium northeast of the
Redevelopment Project Area and has under construction a 600-space parking garage two blocks
north of the Redevelopment Project Area, which garage will serve, among others, employees of
FNB's adjacent new computer center. The City, pursuant to a separate redevelopment plan,
0 1-20 9022.02 1 1
intends to construct for lease to FNB a new 600-space parking garage east of the existing First
National Center, adjacent to the Doubletree Hotel's own parking garage.
SPECIAL TAX REVENUES
Sources of Special Tax Revenues
The Community Development Law permits the City to levy for community
redevelopment purposes a tax not to exceed 2.6 cents on each $100 upon the actual value of all
taxable property in the City, except intangible property. The City has outstanding the
Series 1997A Bonds and the Series 1998 Bonds and an aggregate of approximately 0.630 cents
of such permissible levy has previously been pledged to the payment of such bonds. The City
has also discussed the possibility of using a portion of the remainder of such permissible levy for
certain redevelopment projects now or soon to be underway in the City. The Ordinance provides
that the City may not issue additional obligations which have a lien upon the Special Tax
Revenues on a parity with the Bonds unless the Special Tax Revenues available for debt service
for the fiscal year immediately preceding the date of issuance of such additional obligations is at
least 125% of the maximum annual debt service with respect to the Bonds, such additional
obligations and all other parity obligations to be outstanding immediately after such date of
issuance.
Except for Special Tax Revenues, the holders of the Bonds are not entitled to payment
from any tax receipts or other moneys of the City. However, the City is not prohibited from
contributing other legally available moneys to pay Debt Service on the Bonds.
Procedures in Real Property
Valuation and Tax Collections
Ad valorem taxes on real property are levied by the City and other public bodies within
Douglas County and collected by the Douglas County Treasurer on behalf of all such public
bodies. Property valuations are established by the Douglas County Assessor on all taxable real
property within Douglas County on January 1 of each year.. Real property taxes are levied in
September of each year and become due December 31. Tax Revenues, based upon such
valuations and levies, become available on April 1 and August 1 of each year following the year
in which tax levies are made.
Principal and interest payments due on April 1 and on October 1 of each year are
expected to be paid from Special Tax Revenues received on or before April 1 and August 1,
respectively, of the same year. All such moneys will be held in the Bond Fund created under the
Ordinance authorizing the issuance and sale of the Bonds.
THE ORDINANCE
The following is a summary of certain provisions of the Ordinance. This summary does
not purport to be complete and is subject in all respects to the provisions of and is qualified in its
entirety by reference to the Ordinance.
01-209022.02 12
Acquisition Fund
The proceeds from the sale of Bonds shall be placed in the Acquisition Fund after
depositing any accrued interest on the Bonds into the Bond Fund. The moneys transferred to and
placed in the Acquisition Fund will be applied to the payment of a portion of the cost of the
Redevelopment Project.
If any sum remains in the Acquisition Fund after the full accomplishment of the objects
and purposes for which the Bonds were issued, the sum remaining in the Acquisition Fund will
be transferred to the Bond Fund and applied as are other moneys in such Fund.
Investment of Moneys
Money in the Acquisition Fund and in the Bond Interest Account and the Bond Principal
Account in the Bond Fund shall, to the fullest extent practicable and reasonable, be invested and
reinvested by the City to the extent allowed by law solely in, and obligations deposited in such
funds and accounts shall be, Investment Securities which shall mature or be subject to
redemption at the option of the holder thereof on or before the respective dates when the moneys
in such funds and accounts will be required for the purposes intended.
Investment Securities purchased as an investment of moneys in any of the funds or
accounts shall be deemed at all times to be a part of such fund or account, and the interest
accruing thereon and any gain realized from such investment shall be credited to such fund or
account, and any loss resulting from any such authorized investment shall be charged to such
fund or account without liability to the City or the officials thereof; provided, however, that any
investment earnings on moneys or Investment Securities held in any of the accounts in the Bond
Fund shall be used to make up any deficiency in another account in the Bond Fund (subject only
to any rebate requirements).
The City shall sell at the best price obtainable or present for redemption any obligation so
purchased whenever it shall be necessary to do so in order to provide moneys to meet any
payment or transfer from a fund or account as required by the Ordinance.
"Investment Securities" means any of the following which at the time are legal
investments under the laws of the State of Nebraska and the Charter of the City, as amended
from time to time, for the moneys held under the Ordinance then proposed to be invested therein:
(i) direct and general obligations of, or obligations the payment of the principal of and interest on
which are unconditionally guaranteed or assumed by, the United States of America;
(ii) obligations of the Federal Land Bank, Federal Home Loan Banks, Federal National Mortgage
Association, Federal Intermediate Credit Banks, Federal Banks for Cooperatives; Government
National Mortgage Association, International Bank for Reconstruction and Development and
Asian Development Bank and direct and general obligations of any agencies of the United States
of America not included in the foregoing listing; (iii) direct and general full faith and credit
obligations of the State of Nebraska or any political unit in the State of Nebraska, provided that,
at the time of purchase, such obligations are rated in either of the two highest rating categories
(without regard to gradation or numerical modifier) by two nationally recognized bond rating
agencies and are legal investments for fiduciaries in Nebraska; (iv) obligations of savings and
01-209022.02 13
loan associations, banks or trust companies to the extent the same are insured by the Federal
Deposit Insurance Corporation; and (v) shares of open-end diversified investment companies
which invest solely in securities described in clause(i) above; and (vi) certificates of deposit of,
or guaranteed investment contracts with, any bank, trust company or savings and loan
association, if such certificates of deposit or guaranteed investment contracts are collaterally
secured by securities of the type described in clauses(i), (ii) and (iii) above held by another bank
(including a Federal Reserve Bank), trust company or savings and loan association, as escrow
agent or custodian, of a market value not less than the amount of the certificates of deposit so
secured, including interest.
Certain Covenants of the City
Arbitrage and Tax Covenants. The City covenants in the Ordinance that it shall not use
or permit the use of any proceeds of Bonds or any other funds of the City from whatever source
derived, directly or indirectly, to acquire any securities or obligations and shall not take or permit
to be taken any other action or actions which would cause any Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Code or which would otherwise cause interest on the
Bonds to become subject to federal income tax, other than any applicable alternative minimum
tax. The City covenants in the Ordinance that it shall at all times do and perform all acts and
things permitted by law and which are necessary or desirable in order to assure that interest paid
by the City on the Bonds shall, for the purpose of federal income tax, be exempt from all income
taxation, other than any applicable alternative minimum tax, under the Code or any other valid
provision of law.
Certification of Levy for Special Tax Revenues. The City, acting in its capacity as an
authority under the Community Development Law, covenants in the Ordinance to certify in July
of each year to the City Council the amount of tax to be levied in the current fiscal year for
collection in the next succeeding fiscal year for community redevelopment purposes, including
the amount required to defray the expense of the City, as an authority, in respect of the principal
of and interest on the Bonds due and payable during such fiscal year, which amount of tax shall
not exceed 2.6 cents (minus the amounts of such tax pledged to the Prior Bonds) on each $100
upon the actual value of all taxable property in the City, except intangible property. The actual
amounts annually to be so certified in respect of the scheduled payments of principal of and
interest on the Bonds shall be set forth in a resolution of the City Council to be adopted at the
time of the sale of the Bonds. The City may certify a lesser amount than the amount specified by
such resolution for any particular fiscal year, but only if and to the extent (a)the City then has
available on deposit in the Bond Fund from Special Tax Revenues or otherwise an amount equal
to the amount of the proposed reduction or (b)the amount of the proposed reduction equals the
debt service requirement for such fiscal year of Bonds which no longer are outstanding.
Other Covenants. The City also makes the following covenants under the Ordinance:
(a) The City will diligently carry out and continue to complete the
Redevelopment Project in accordance with the Redevelopment Plan and the
Redevelopment Law and in a sound and economic manner.
01-209022.02 14
(b) The City will use the proceeds of the sale of Bonds as provided in the
Ordinance and will cause all properties owned by it and comprising a part of the
Redevelopment Project to be managed and operated in a sound and businesslike manner.
(c) The City will not issue any obligations having a lien on the Special Tax
Revenues prior or superior to the lien of the Bonds on such Tax Revenues (except for
bonds issued to refund the Series 1998 Bonds).
(d) The City will duly and punctually pay or cause to be paid the principal of
and interest on the Bonds on the dates, at the places and in the manner provided in the
Bonds.
(e) The City will keep or cause to be kept proper books of account completely
and accurately depicting all transactions relating to the Redevelopment Project, Special
Tax Revenues and funds relating to the Redevelopment Project. The City will further
cause such books of account to be audited within 120 days after the close of each of its
fiscal years by an independent certified public accountant.
(f) The City will deposit into the Bond Fund the net proceeds realized by it
from the taking of properties within the Redevelopment Project Area by eminent domain
proceedings or other lawful proceedings for any use under which the properties are tax
exempt and will apply such net proceeds for the purpose of paying the principal of and
interest on the Bonds.
(g) The City will, to the extent permitted by law, defend, preserve and protect
the pledge of and security interest granted with respect to the Special Tax Revenues and
other moneys, securities and funds pledged under the Ordinance and all the rights of the
holders of the Bonds under the Ordinance against all claims and demands of all persons.
(h) The City will not directly or indirectly extend or assent to the extension of
the maturity of any of the Bonds or the time of payment of interest thereon or claims for
interest by the purchase or funding of such Bonds, interest or claims of interest or by any
other arrangement. The City may issue refunding bonds as provided in the Ordinance,
and such issuance will not be deemed to constitute an extension of maturity of Bonds.
Defeasance
The City's obligation as to any Bond shall be discharged when there has been deposited
with the Paying Agent or an appropriate fiduciary institution acting as escrow agent, in trust
solely for such purpose, cash or United States government direct or guaranteed obligations
maturing in such amount and at such times as will provide funds sufficient to retire such Bond at
maturity or earlier permitted redemption date and pay interest and premium, if any, thereon to
such retirement date.
Enforcement of Ordinance
So long as any of the Bonds are outstanding, each of the obligations, duties, limitations
and restraints imposed upon the City by the Ordinance shall be deemed to be a covenant between
01-209022.02 15
the City and every holder of the Bonds, and the Ordinance and every provision and covenant
hereof, the Act and the Charter shall constitute a contract of the City with every holder from time
to time of the Bonds. Any holder of a Bond or Bonds may, by mandamus or other appropriate
suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and
compel performance of the Ordinance and every provision and covenant hereof, including,
without limiting the generality of the foregoing, the enforcement of the performance of all duties
required of the City by the Ordinance, by the Charter and by the Act and any other applicable
laws of the State of Nebraska.
Amendment to the Ordinance
The City shall not amend the Ordinance, except in accordance with the following
provisions:
(a) The City may from time to time and without the consent of any holder of
the Bonds (i)make any amendments or modifications to the Ordinance which may be
required to permit the Ordinance to be qualified under the Trust Indenture Act of 1939, as
amended; (ii) make any modification or amendment of the Ordinance not inconsistent
with the Ordinance required for the correction of language or to cure any ambiguity or
defective provision, omission, mistake or manifest error therein contained; (iii)make any
amendments or supplements to the Ordinance to grant to or confer upon the holders
additional rights, remedies, power and authority, or to grant to or confer upon any
Bondholders' committee or trustee for the Bondholders any additional rights, remedies,
power or authority; (iv)provide for the use of a book-entry system of registration; and
(v)provide for the issuance of coupon bonds.
(b) From time to time the holders of 66-2/3% in principal amount of the
Bonds of a series then outstanding, by an instrument or instruments in writing signed by
such holders and filed with the City, shall have power to assent to and authorize any
modification or amendment that shall be proposed by the City of the provisions of the
Ordinance or of the rights and obligations of the City and of the holders of such Bonds,
and any action authorized in the Ordinance to be taken with the assent and authority
given as aforesaid of the holders of 66-2/3% in principal amount of such Bonds at the
time outstanding shall be binding upon the holders of all of such Bonds outstanding and
upon the City as fully as though such action were specifically and expressly authorized
by the terms of the Ordinance, provided always, that, without the consent of the holder of
each Bond affected thereby, no such modification shall be made which will (i) extend the
time of payment of the principal of or the interest on any Bond or reduce the principal
amount thereof or the rate of interest thereon or the premium payable upon the
redemption thereof, (ii) give to any of said Bonds any preference over any other Bonds or
Bonds secured equally and ratably therewith, (iii) authorize the creation of any pledge
prior to or on a parity with the pledge afforded by the Ordinance, (iv) deprive any holder
of such Bonds of the security afforded by the pledge of the Ordinance, or (v)reduce the
percentage in principal amount of such Bonds required to assent to or authorize any such
modification to the Ordinance. For the purpose of computations required by this
paragraph, Bonds directly or indirectly owned or controlled by the City shall be
disregarded.
01-209022.02 16
•
Any modification or amendment or supplementing of the provisions of the Ordinance or
of any ordinance supplemental thereto shall be set forth in an ordinance to be enacted by the
City.
UNDERWRITING
Under the Bond Purchase Agreement with respect to the Bonds (the "Agreement"),
entered into by and between the City and Kirkpatrick, Pettis, Smith, Polian Inc. (the
"Underwriter"), the Bonds are being purchased at % of the principal amount of such series
for public reoffering by the Underwriter. The Agreement provides that the Underwriter will
purchase all of the Bonds if any are purchased. The obligation of the Underwriter to accept
delivery of the Bonds is subject to various conditions contained in the Agreement, including the
absence of pending or threatened litigation questioning the validity of the Bonds or any
proceedings in connection with the issuance thereof and the absence of material adverse changes
in the financial or business condition of the City.
The Underwriter intends to offer the Bonds to the public initially at the offering prices set
forth on the cover page of this Official Statement, which prices may subsequently change
without any requirement of prior notice. The Underwriter reserves the right to join with dealers
and other underwriters in offering the Bonds to the public. The Underwriter may offer and sell
Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices
lower than the public offering price.
CONTINUING DISCLOSURE
The Ordinance includes the City's undertaking (the "Undertaking") for the benefit of the
holders and Beneficial Owners of the Bonds to send certain financial information and operating
data about the City to certain information repositories annually and to provide notice to the
Municipal Securities Rulemaking Board or certain other repositories of certain events, pursuant
to the requirements of Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12
(17 C.F.R. § 240.15c2-12) (the "Rule"). See "APPENDIX C—Form of Continuing Disclosure
Undertaking."
The City inadvertently did not timely file a portion of its annual financial information and
operating data for its fiscal year ended December 31, 1996 and, in accordance with its related
undertakings and the Rule, filed with the information repositories a material event notice to such
effect, together with the complete fiscal year 1996 financial information and operating data. The
City now is in compliance with each of its undertakings under the Rule.
A failure by the City to comply with the Undertaking will not constitute an event of
default with respect to the Bonds, although any holder will have any available remedy at law or
in equity, including seeking specific performance by court order, to cause the City to comply
with its obligations under the Undertaking. Any such failure must be reported in accordance
with the Rule and must be considered by any broker, dealer or municipal securities dealer before
recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a
failure may adversely affect the transferability and liquidity of the Bonds and their market price.
01-209022.02 17
TAX EXEMPTION
In the opinion of Kutak Rock, Bond Counsel, to be delivered at the time of original
issuance of the Bonds, under existing laws, regulations, rulings and judicial decisions, interest on
the Bonds is excluded from gross income for federal income tax purposes and is not a specific
preference item for purposes of the Code's alternative minimum tax provisions.
The opinions set forth above are subject to continuing compliance by the City with its
covenants regarding federal tax laws in the Ordinance. Failure to comply with such covenants
could cause interest on the Bonds to be included in gross income retroactive to the date of issue
of the Bonds. •
The accrual or receipt of interest on the Bonds may otherwise affect the federal income
tax liability of certain recipients such as banks, thrift institutions, property and casualty insurance
companies or other financial institutions, corporations (including S corporations and foreign
corporations operating branches in the United States), Social Security or Railroad Retirement
benefit recipients or taxpayers otherwise entitled to claim the earned income credit and taxpayers
who may be deemed to have incurred (or continued) indebtedness to purchase or carry
tax-exempt obligations, among others. The nature and extent of these other tax consequences
will depend upon the recipients' particular tax status or other items of income or deduction.
Bond Counsel expresses no opinion regarding any such consequences and investors should
consult their own tax advisors regarding the tax consequences of purchasing or holding the
Bonds.
In Bond Counsel's further opinion, under the existing laws of the State of Nebraska, the
interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for
purposes of the federal income tax.
ABSENCE OF LITIGATION REGARDING THE BONDS
There is not now pending any litigation restraining or enjoining the issuance or delivery
of the Bonds or questioning or affecting the validity of the Bonds or the proceedings and
authority under which they are to be issued.
LEGAL MATTERS
Legal matters incident to the authorization and issuance of the Bonds are subject to the
approving opinions of Kutak Rock, Bond Counsel, a copy of whose approving opinion will be
delivered with the Bonds. Certain other legal matters will be passed upon for the City by the
City Law Department and by Kutak Rock, as Special Disclosure Counsel.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of
estimates, whether or not so expressly stated, are set forth as such and not as representations of
fact, and no representation is made that any of the estimates will be realized. This Official
Statement is not to be construed as a contract or agreement between the City and the purchasers
or owners of any of the Bonds.
01-209022.02 18
The information contained in this Official Statement has been taken from sources
considered to be reliable,but is not guaranteed. To the best of the knowledge of the undersigned,
the Official Statement does not include any untrue statement of a material fact, nor does it omit
the statement of any material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
The execution and delivery of this Official Statement have been duly authorized by the
City as of the date shown on the cover hereof
CITY OF OMAHA,NEBRASKA
By
Hal Daub, Mayor
01-209022.02 19
t
d 0a
R A Lf) CO N CO CO e- N O CD <- N e- CO If) e- If) CO C+) C.)
O N M M Nr O CO CO t� O ti W O .7 Cn 0 Cn O Cn 7
m U
Z > N M M M M M M M M to Cn to In Lf� M M M M CO CO CO O .Y O
H O t- to O
W U O O w O
W O b O
M Co CC) O CC) Co O Co N IC) N 0 0 0 O O) ct M N O O
• C OOM) c N
7 N d- N e- W ct ti N M Co N e- O 'CO V' M e- 0 I� 0 O > 646 69
�„ N CO e- CO e- O CC) CO N. I` CO CO CO e- 0) Co ',- CO ti O N , r-
U N LC) O O O O M M M N Co O CO O = N r O �' EA E O
Q —• — CO CO CO CO CO CO CO CO O) O O O) O CO CO CO ) CT O CO Cl) y N C
113 W CO N N N N N N N N CO CO CO CO CO 0... 0. CC) CC) CO CO C�) 7
e- e- e- e- e- e- w U o o
006 b w E
F- 69 OO
O 0 =O m
CC) LL L o
O N CT as
0) 0 0 0 Co CC') O O Cf) N ti N 0 0 0 0 0 0 0 LC) O COO E
'C 01 A C) O
�d 0) CO e- CD N Co e- 0 CO N- CO CO CD e- CON CON'' N- N- >. .t.. _c cA d
la Cfl O CO O O cc �' M CO O (O -4' CO Co O N C
Z E H N N N N N N N N N N N N N N N N N N N N Cp ' O N
it Co Co Co Co to Co Lo CoCo CC) Co o Co CoCC) LC) o Co CC) Co E C U .'C..
W w `m a� Z C
W co OX E -
m c a) o
o • o 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 O 0 0 . 0 , a a)
a)
ma O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0o . >
W a o 0 0 0 0 0 0 0 0 o O o 0 0 o O o O o 0 0 aS co a)
W N O O O O CA O CA O O 6 6 CA 6 0) O) CA O) c o o O X U a
E c CO 0 0 CO CO CO 0 0 CO 0 CO CO cc CO 0 0 CO CO CO CO Z w
N M M M M M M M M M M M M M M M M M M M M O 0 _ `
W � W W WEA .00 3 cars)
V -U O
W 'a N
O " C m
rs N i i i i CO CO ee- N > d
O Os co Co N N Co >, N >, N 7
V O COO COO COO COO COO c 3
s? ..
ICI W y C C Q C U
A IV�I .` CO N LL O O-
z ~ >. A L � w .atE.
Po W W W A N C o 0
a 0 3 E .0 c
o �
act) o � � M � � oM � �
d' V� E„iW rn coNroamvv000 L � �
E"'C e- e- O Cc) O CO NI,.. C0 6 C1 0 a
�
A pq H OMMMWWWWW O C y
W W ` MMMMMMMMM > N
A - - S E
U aV
gAW aXoL7
0
C
0 ''t A wCOOCOtiNOCOe- Me- CN .t — NOOOIt) OON N
N — UUO
> + 0e- CoI- 0NNOoONOON ) COONcte- NN a 4
NMOerCOv ,— CUOe— NMMCot` OCnNNfe m Oya Q C) CC) N- e- CO Y) N M CC) OO v CO O CO 0 CO ') OO N
OCO • f MNe- 00000e- e- NM COOON 00. 0
>, 0)
O
CO N M ID CO I,- CO O O N Cr) U CO tom• CO O e- N
U
NX0
CC) C CC) C C C C) Ct) C) I) CCO ,- CC
z CN NNN
� 7V ` C "CW EA = &_
0) 0,)
OUC4 CMOWe- NOOLCe- COCO NOCOOcFNtOCONt
NCC e- toMOMe- MCOfe- Oe- NOOn - OC N N
O wUaW COO ne- ONCoMWNvvNOON. ONONN C �
O N N CO e- CC) e- C') COCO CO CO e- e- O N M CC) O CC) e- O O O (-Ni CC) 0
:0LC) M M CO O e- CO CO N e- e- CC) O CO CO O CO 0 CO O M Cl) 0 C CO
CO N O e- CO CO N CO CO CO O O O O LO N N ti O O 0) N 3 O 1 69 2
7 Cn CC) N CC) O N e- CO 0) O t- .- CC) 0') CO CO O O e- e- e- MN U CO
TO CO O N Co O M CO M O W V- M N N M Ln N 0 Co 0 CO M Q• E a) O m
ti e- v ti O v N e- v W N 0 O v Cb N CO e- O O v O E C
IC) CO CO CO t- N I, cc CO cc O O O 0 O e- .- N N M M C C') N
N N N N N N N N N N 'O X U E
C69 � o C O. a)
U LL H I FF--
R
N
0 e- N M .7 CC) CO N- CO O 0 e- N M .T CC) CO N CO O 0 e- C) O p
X 0 0 0 0 0 0 0 0 0 0 N N C a) O �j
co 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ON- N
F. NNNNNNNNNNNNNNNNNNNNNN IP y M o
asN N rn
O 7 'C C ccl
0
LL 0> ) U) o
•
APPENDIX B
CITY OF OMAHA—GENERAL INFORMATION
The following information is provided as a general introduction to the City of Omaha.
The City of Omaha is NOT generally obligated with respect to the payment of the principal of
and interest on the Bonds offered by the Official Statement.
Form of Government
Omaha operates with a Mayor-Council form of government. As a home-rule city, Omaha
has all of the powers available to a home-rule city under the Nebraska Constitution. The Mayor
and Council, consisting of seven members, are elected for four-year terms. The Mayor is elected
in a citywide election while the City Council members are elected by district.
City Administration
The executive and administrative powers of the City are vested in the Mayor, who is
popularly elected for four years on a nonpartisan basis. The Honorable Hal Daub, Omaha's
Mayor, was reelected on May 13, 1997 to a four-year term of office ending in June 2001. Mayor
Daub originally assumed his office on January 9, 1995. Prior to his December 1994 election to
the mayoralty, Mayor Daub, an attorney and businessman in his private capacity, served four
terms as a Congressman in the United States House of Representatives from 1981-1989 and,
thereafter, as a principal and international trade specialist with the accounting firm of Deloitte
and Touche.
The head of the City's Finance Department is the Finance Director of the City, Louis A.
D'Ercole, who assumed the position of Acting Finance Director upon the resignation of the
City's former Finance Director in March 1995 and of Finance Director in June 1997. Following
his graduation from the University of Nebraska at Omaha and service in the United States Army,
Mr. D'Ercole joined the Finance Department of the City in 1968 and has held the positions of
Accountant/Auditor, Budget Analyst, Budget and Accounting Manager and City Comptroller.
Location and General Background
Omaha, founded in 1854, is the largest city in the State of Nebraska. Omaha is the hub of
a vast transportation network leading to all parts of the nation and thus offers significant
advantages to business and industry competing in regional and national markets. This fact is
substantiated by the growth of population, employment and income during recent years.
Area and Population
The population of the five-county Omaha Metropolitan Statistical Area ("MSA"),
comprising four Nebraska counties and one Iowa county, numbered an estimated 693,900 as of
January 1999. As of January 1999, the population of the City of Omaha was an estimated
367,379, an increase of 10,579 over the 1997 estimate of 356,800 people.
01-209022.02
f
Transportation
Fourteen jet carriers and three turboprop commuter airlines currently handle flights in and
out of Eppley Airfield. In 1998, 3,721,095 passengers used Eppley Airfield, located less than
15 minutes driving time from downtown Omaha.
Omaha is general headquarters for the Union Pacific Railroad. Five other mainline
railroads and a terminal railway combine to make Omaha an important rail center.
Two interstate highways (Interstate 80 and Interstate 29), five federal highways and
seven state highways provide fast all-weather routes within Nebraska and to and from the rest of
the nation. In addition, Interstate 480 (downtown spur) and Interstate 680 (circumferential route)
provide quick access to all parts of the metropolitan area.
More than 85 motor common carriers haul freight to and from Omaha and all parts of the
nation, making Omaha a major midwestern trucking center. Greyhound Bus Lines furnishes
Omaha with transcontinental passenger service. Several smaller bus lines operate between
Omaha and points in Iowa and Nebraska.
Utility Services
Residential, commercial and industrial electric service rates in Omaha historically have
been below the national averages, according to reports of the Edison Electric Institute in its
Statistical Yearbook of the Electrical Utility Industry. In addition to low rates, the Omaha Public
Power District, a Nebraska political subdivision, assures its customers ample power with a net
generating capability of 1,926,000 kW.
The Metropolitan Utilities District("MUD"), a Nebraska political subdivision, distributes
natural gas and water in the Omaha area. Rates compare favorably with those prevailing in other
metropolitan areas in the nation. Omaha has a plentiful water supply (Missouri River and Platte
River wells) and a water system designed to the standards of the National Board of Fire
Underwriters, with a current capacity of 218 million gallons a day. MUD's supply of natural gas
is purchased wholesale from Northern Natural Gas Company. This supply is supplemented with
peak-shaving storage facilities which can provide up to approximately 30% of peak demand.
There have been no interruptions of natural gas service to firm commercial and residential
customers and no interruptions are expected in the foreseeable future. MUD continues to add
new natural gas customers.
Education
Omaha is an important educational center and is the location of Creighton University, the
University of Nebraska at Omaha and the University of Nebraska Medical Center. These
institutions,together with three additional colleges located in Omaha, offer educational programs
at the graduate and undergraduate levels, in law, and in the health professions: medicine,
dentistry, nursing and pharmacy.
Public elementary and secondary education are provided by four local school districts:
School District of Omaha, Douglas County School District No. 66, School District of Millard,
B-2
01-209022.02
1 ff
and School District of Ralston. The School District of Omaha has the largest enrollment of
pupils residing within the City. The City is also served by a number of private and parochial
schools at both the elementary and secondary levels.
Health Services
There are 13 hospitals within the City of Omaha, six of them classified as acute-care
community hospitals. Of the remaining seven hospitals, two are acute-care hospitals operated by
governmental entities (one by the State of Nebraska and one by Douglas County), four are
specialized hospitals (pediatrics, maternity care, geriatrics and psychiatry), and one is a major
hospital of the Veterans Administration. There are more than 1,200 physicians and more than
300 dentists in Omaha; their services are utilized both by Omaha residents and by persons within
the surrounding region.
Military
The United States Strategic Command ("StratCom") is headquartered at Offutt Air Force
Base,just south of Omaha. StratCom has been assigned planning and targeting responsibility for
the nation's strategic nuclear weapons.
Economy
From an economy founded on the livestock industry in the late nineteenth century,
Omaha has become a major grain market in the United States. Food processing is also an
important part of the economy and is represented by such companies as ConAgra, Inc., Kellogg
Company and Campbell Soup Company.
Concurrently with the growth of the City's agribusiness industry, new and related
industries began to develop in the area. The City has an increasingly well-diversified economy,
although it still remains agriculturally oriented. The Omaha MSA contains more than 670
manufacturing plants, including plants operated by Lucent Technologies (formerly AT&T
Technologies Inc.), Vickers, Inc. (a Trinova Company), Lozier Corporation and Valmont
Industries Inc. In the early 1980's, Omaha began developing as a major participant in the
reservation and direct-response center industry. Currently, there are 27 such firms located within
the City. In total they employ a labor force in excess of 20,000. Major employers in this group
include First Data Resources, Hyatt Reservations, Idelman Telemarketing, Inc., Marriott
Reservations, Wats Marketing of America, West Telemarketing and 900 Services, Inc.
Omaha is the home of 32 insurance companies, including Mutual of Omaha, the world's
largest mutual health and accident company, and Woodmen of the World Life Insurance Society,
the largest fraternal life insurance company. The district offices of the Farm Credit System for
Nebraska, Iowa, South Dakota and Wyoming are headquartered in Omaha. The Farm Credit
Bank of Omaha, among the largest in the system, has loans outstanding of over $3.8 billion. A
branch Federal Reserve Bank and 20 commercial banks are located within the city limits of
Omaha.
First Data Resources, Inc., Union Pacific Railroad, Berkshire Hathaway and
ConAgra, Inc. maintain their headquarters in Omaha.
B-3
01-209022.02
During 1998, the annual average unemployment rate for the Omaha MSA was 2.5%,
compared with 4.5% for the United States as a whole. The Omaha MSA unemployment rate in
June 1999 was 2.6%, compared with a rate of 4.5% for the United States as a whole.
Year 2000 Issues
Many computer-based financial, information and operational systems may not be able to
properly interpret and apply some dates before and following December 31, 1999 (commonly
referred to as the Year 2000 problem). If not corrected, malfunction of these systems could
adversely impact information processing and system operations. The City began systems review
in mid-1996 and has been working on resolution of the issue since that time. A formal plan was
developed and has been revised and expanded as additional information has become available.
All of the City's computer systems are in the process of being evaluated. The City's
outsourced host, Douglas County Information Services ("DCIS"), is in the process of replacing
mainframe subsystems under vendor contract. Mainframe programs and data are in offshore
Year 2000 remediation and are expected to be tested in 1999. The City's accounting system will
be brought to Year 2000 compliance by the current vendor with source code transfer to DCIS at
the end of year 1999 and possible conversion to a new compliant system in year 2000. Major
enterprise systems on City servers—geographic information systems, personnel/payroll,
maintenance management, Policy-Fire records management system, etc.—are fully compliant
now. Regulations to be promulgated regarding PC's and network systems involve published
critical benchmark dates in 1999. By October 1, 1999, all networked systems will no longer
accept less than Pentium/PowerMac hardware, obsolete operating systems and less than current
business application software.
Inventory, evaluation, repair and testing of the City's embedded systems are the
responsibility of each department or agency that owns those systems. Material, equipment and
service providers are being contacted to assure that they will be able to continue to provide
critical supplies and services prior to, during and following the transition to the Year 2000. The
City has contacted the Trustee about the Year 2000 status of its bond paying agency, registrar
and trustee systems.
The City has managed networked Year 2000 remediation through its existing budgetary
structure. For those computing systems under the City's day-to-day control, programs and data
on City servers and the networked micro systems infrastructure, the City estimates 80% Year
2000 compliance at the end of year 1998 and 100% compliance at the end of year 1999.
B-4
01-209022.02
Selected Economic Indicators
Omaha MSA Population and Employment
Population Employment2
1950' 366,395 163,050
19601 457,873 188,950
1970' 542,646 214,650
1980' 569,614 261,532
1990' 618,262 331,953
19913 624,200 326,360
19923 634,900 333,887
19933 656,434 335,540
19943 662,801 368,772
19953 670,322 357,190
19963 696,400 384,589
19973 703,900 398,269
19983 693,900 404,014
19994 697,4004 409,1595
'Source: United States Bureau of Census.
2Estimated annual averages based on labor force available,from Reports of Nebraska Department of Labor, Division of
Employment Research and Statistics.
3Estimate from the Consumer Preference Survey published by the Omaha World Herald.
40maha Chamber of Commerce estimate of January 1999.
5Estimated annual average as of June 1999 based on place of employment, from Reports of Nebraska Department of
Labor,Division of Employment and Research Statistics.
Largest Employers-City of Omaha
May 1998
Offutt Air Force Base* Department of Defense 11,000
Alegent Health Health Care 7,000
First Data Card Services Group Credit Card Processors 6,500
Omaha Public Schools School System 6,300
University of Nebraska Medical Center University,Hospital,Clinics 6,200
Mutual of Omaha/United of Omaha Insurance 5,500
Methodist Health System Health Care 4,500
Union Pacific Railroad Railroad 3,900
Oriental Trading Co. Wholesale 3,500
Baker's Supermarkets Retail 3,400
Lucent Technologies Communications 3,200
City of Omaha Municipal Government 3,200
*Located in Sarpy County(immediately south of Omaha)
B-5
01-209022.02
Omaha MSA Nonagricultural Wage and Salary Employment
Average for 1998 June 1999
%of %of
Number Total Number Total
Industry
Manufacturing 39,888 9.87 39,363 9.62
Construction and Mining 20,098 4.97' 20,912 5.11
Transportation,Communications and Utilities 29,529 7.31 31,254 7.64
Retail Trade 71,221 17.63 72,446 17.71
Wholesale Trade 25,947 6.42 26,241 6.41
Finance,Insurance and Real Estate 33,710 8.34 34,510 8.43
Services 133,243 32.98 134,064 32.77
Government 50 378 12.48 50,369 12.31
Total 404,014 100.00 409,159 100.00
Estimated annual average as of June 1999 based on place of employment, from Reports of Nebraska Department of Labor,
Division of Employment and Research Statistics.
Omaha MSA Effective Buying Income*
Year Total(000) Per Household
1950 $ 558,006 $ 4,978
1960 966,698 6,856
1970 1,956,095 11,734
1980 4,991,836 21,524
1990 9,527,248 31,166
1991 9,728,236 34,898
1992 10,572,879 35,980
1993 11,001,262 37,227
1994 11,567,201 38,596
1995 11,813,171 38,825
1996 12,672,246 39,389
1997 13,547,027 41,365
1998 14,172,379 44,053
Source:Annual surveys of buying power,Sales and Marketing Management.
*Effective Buying Income: personal income (wages, salaries, interest, dividends, profits and property income) minus federal,
state and local taxes.
Retail Sales-Douglas County
Retail
Year Sales(000)
1980 $1,873,004
1990 3,717,333
1991 3,567,814
1992 4,266,146
1993 4,739,758
1994 5,058,311
1995 5,248,178
1996 5,203,261
1997 -5,558,533
1998 6,005,705
Source:Sales and Marketing Management.
B-6
01-209022.02
Banking Activity
Year Bank Clearings Year Bank Clearings
1950 $ 6,833,253,983 1992 $ 40,931,943,464
1960 9,796,472,675 1993 34,940,684,074*
1970 16,751,962,240 1994 31,868,830,077
1980 31,915,078,877 1995 34,042,393,113
1990 38,383,435,837 1996 36,183,032,747
1991 38,119,116,503 1997 • 34,466,580,021
1998 31,018,435,507
Source:Federal Reserve Bank of Kansas City.
*Effective July 1, 1993,the Federal Reserve Bank changed its policy with respect to the amounts that are included in this total.
The effect of the change was a reduction in Bank Clearings reported rather than a reduction in activity.
Value of Building Permits—City of Omaha
Year Amount Year Amount
1950 $ 24,105,401 1992 $284,328,785
1960 46,927,523 1993 301,972,761
1970 61,626,242 1994 313,879,897
1980 136,736,312 1995 305,036,452
1990 318,473,517 1996' 390,089,095
1991 286,025,269 1997 424,300,411
1998 500,990,660
Source:Department of Permits and Inspections,City of Omaha.
B-7
01-209022.02
. , {
APPENDIX C
FORM OF CONTINUING DISCLOSURE UNDERTAKING
The following is the Continuing Disclosure Undertaking of the City of Omaha, excerpted
from Ordinance No. , passed on September , 1999 by the City Council of the City of
Omaha:
"Section 6.12. Continuing Disclosure. (a)The City does hereby covenant and agree and
enter into a written undertaking for the benefit of the holders and beneficial owners of the
Series 1999 Bonds required by Section(b)(5)(i) of Securities and Exchange Commission
Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12)
(the "Rule"). Capitalized terms used in this Section 6.12 and not otherwise defined in this
Ordinance shall have the meanings assigned such terms in subsection(d) hereof. It being the
intention of the City that there be full and complete compliance with the Rule, this Section shall
be construed in accordance with the written interpretative guidance and no-action letters
published from time to time by the Securities and Exchange Commission and its staff with
respect to the Rule.
(b) The City undertakes to provide the following information as provided in this
Section 6.12:
(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 6.12 and that it complies with the applicable requirements of this Section 6.12 and that it
has been provided to each then existing NRMSIR and the SID, if any. If the City changes its
fiscal year, it shall provide written notice of the change of fiscal year to each then existing
NRMSIR or the Municipal Securities Rulemaking Board (the "MSRB") and the SID, if any. It
shall be sufficient if the City provides to each then existing NRMSIR and the SID, if any, any or
all of the Annual Financial Information by specific reference to documents previously provided
to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission
and, if such a document is a final official statement within the meaning of the Rule, available
from the MSRB.
(ii) If not provided as part of the Annual Financial Information, the City shall provide
the Audited Financial Statements when and if available while any Bonds are Outstanding to each
then existing NRMSIR and the SID, if any.
01-209022.02
(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 matter to each then existing NRMSIR or the
MSRB and to the SID, if any, notice of any failure by the City while any Series 1999 Bonds are
Outstanding to provide to the NRMSIRs and the SID, if any, Annual Financial Information on or
before the Report Date.
(d) The following are the definitions of the capitalized terms used in this Section 6.12
and not otherwise defined in this Ordinance:
(i) "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"). Such financial statements
may,but are not required to be,Audited Financial Statements.
(ii) "Audited Financial Statements" means the annual financial statements, if
any, of the City prepared in accordance with GAAP, which financial statements shall
have been audited by such respective independent auditors as the City shall be then
required or permitted by the laws of the State.
(iii) "Material Event" means any of the following events, if material, with
respect to the Bonds:
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to
perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
(G) Modifications to rights of Bondholders;
(H) Unscheduled Bond calls;
01-209022.02 C-2
(I) Defeasances;
(J) Release, substitution or sale of property securing repayment of the
Bonds; and
(K) Rating changes.
(iv) "Material Event Notice" means written or electronic notice of a Material
Event.
(v) "NRMSIR" means a nationally recognized municipal securities information
repository, as recognized from time to time by the Securities and Exchange Commission by
no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date of this
Ordinance are:
Bloomberg Municipal Repositories
P.O. Box 840
Princeton,NJ 08542-0840
Internet address: Munis@Bloomberg.com
Telephone: 609/279-3225
Facsimile: 609/279-5962
DPC Data Inc.
One Executive Drive
Fort Lee,NJ 07024
Internet address: nrmsir@dpcdata.com
Telephone: 201/346-0701
Facsimile: 201/947-0107
Standard&Poor's J.J. Kenny Repository
45th Floor
55 Water Street
New York, NY 10041
Telephone: 212/438-4595
Facsimile: 212/43 8-3975
Thomson NRMSIR
Attention: Municipal Disclosure
3rd Floor
395 Hudson Street
New York,NY 10014
Internet address: Disclosure@tfn.com
Telephone: 212/807-5001 or 800/689-8466
Facsimile: 212/989-2078
See http://www.sec.gov/consumer/nrmsir.htm for updated NRMSIR information.
01-209022.02 C-3
_
1 1
•
(vi) "SID" means a state information depository as operated or designated by
the State and recognized by the Securities and Exchange Commission by no-action letter
as such for the purposes referred to in the Rule. As of the date of this Ordinance, there is
not an SID in the State of Nebraska.
(e) Unless otherwise required by law and subject to 'technical and economic
feasibility, the City shall employ such methods of information transmission as shall be requested
or recommended by the designated recipients of the City's information.
(f)(i) The continuing obligation hereunder of the City to provide Annual Financial
Information, Audited Financial Statements, if any, and Material Event Notices shall terminate
immediately once the Bonds no longer are Outstanding. This Section 6.12, or any provision
hereof, shall be null and void in the event that the City obtains an opinion of nationally
recognized bond counsel to the effect that those portions of the Rule which require this
Section 6.12, or any such provision, are invalid, have been repealed retroactively or otherwise do
not apply to the Bonds, provided that the City shall have provided notice of such delivery and the
cancellation of this Section 6.12 to each then existing NRMSIR or the MSRB and the SID, if
any.
(ii) This Section 6.12 may be amended, without the consent of the Bondholders, but
only upon the City obtaining an opinion of nationally recognized bond counsel to the effect that
such amendment, and giving effect thereto, will not adversely affect the compliance of this
Section 6.12 and by the City with the Rule, provided that the City shall have provided notice of
such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if
any. Any such amendment shall satisfy, unless otherwise permitted by the Rule, the following
conditions:
(A) The amendment may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law or change in
the identity, nature or status of the obligated person or type of business conducted;
(B) This Section 6.12, as amended, would have complied with the
requirements of the Rule at the time of the primary offering, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
(C) The amendment does not materially impair the interests of Bondholders,
as determined either by parties unaffiliated with the City (such as nationally recognized
bond counsel), or by approving vote of Bondholders pursuant to the terms of the
Ordinance at the time of the amendment.
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.
01-209022.02 C-4
r
(g) Any failure by the City to perform in accordance with this Section 6.12 shall not
constitute an Event of Default with respect to the Series 1999 Bonds. If the City fails to comply
herewith, any Bondholder may take such actions as may be necessary and appropriate, including
seeking specific performance by court order, to cause the City to comply with its obligations
hereunder."
01-209022.02 C-5
c-asA CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebr Sep temk.er....1,4, 19..9.9....
RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
WHEREAS, the City Council of the City of Omaha, Nebraska is considering for
passage an ordinance determining that it is necessary and in the best interests of said City that special
tax revenue bonds be authorized to be issued and sold by private, negotiated sale, and to issue said
special tax revenue bonds as a single issue of Special Tax Revenue Bonds (Downtown Northeast
Redevelopment Project), Series 1999 in the aggregate principal amount not to exceed Six Million
One Hundred Ninety-Five Thousand Dollars ($6,195,000) (the "Bonds"), all with respect to the
financing of all or part of the cost of the relocation, construction and installation of public streets,
sidewalks,utilities and offstreet parking lots within the Project Two Plan Area and Project Four Plan
Area in downtown Omaha, Nebraska; and,
WHEREAS, to enable the prospective underwriter of said Bonds to comply with
Rule 15c2-12 under the Securities Exchange Act of 1934 as amended,it is necessary for the City of
Omaha to provide said prospective underwriter with an official statement which (except for certain
omissions permitted by said Rule 15c2-12) the City deems final as of its date; and,
WHEREAS, the Finance Department of the City of Omaha and the prospective
underwriter have prepared the Preliminary Official Statement (attached hereto as Exhibit A)
pertaining to the issuance and sale of said Bonds.
NOW, THEREFORE, BE IT IS RESOLVED BY THE CITY COUNCIL OF THE
CITY OF OMAHA:
THAT,the Preliminary Official Statement pertaining to the issuance and sale of the
Bonds in Exhibit A attached hereto and by this reference made a part hereof as fully as if set forth
herein is hereby approved in substantially the form attached hereto,the Finance Director of the City
of Omaha is hereby authorized to deem final the Preliminary Official Statement as of its date, within
the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (except for
certain omissions permitted by said Rule 15c2-12), and the Finance Director of the City of Omaha
is hereby authorized to deliver the aforesaid Preliminary Official Statement on behalf of the City of
Omaha, and the distribution of the Preliminary Official Statement by the prospective underwriter of
the Bonds is hereby approved.
AP VED AS TO FO •
P:\FIN\7636.MAF
RAJ—Q ^ .•�/ �Srsiorii- CITY ATTORNEY DA E
ByJ�
Councilmember
Adopted SEP 1 4 1999_ _„_:,
ity Cle
Approved 41•,
Mayor
' I
-. p ƒ ± n ±
R § o. / .0 - . C
z 2. = o n ' 0
\ / ƒ )'
\ 0 0m2 §
§ 0 7
. to / \ ° 0 k` 2 01 A ®
m % 7 \ " / k
"0 @ _
\ . $ 6 7 = o /
% puIH : li
, '2/ 0
2 I k ƒ / 2
\ƒ & ƒ & ? /
. t / P. 7 7 k
Fr
n § m
R ' \ § \ C
..
ie
� '
� ��
(
- , : `3
%d .:J \