RES 1998-3156 - Bond purchase agmt for riverfront redevelopment project #1 special tax revenue refunding bonds 1
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of o"'.""''NFe4: Finance Department
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�4TED FED" Louis A.D'Ercole
City of Omaha Director
Hal Daub,Mayor
November 17, 1998
Honorable President
and Members of the City Council,
$3,115,000
RIVERFRONT REDEVELOPMENT PROJECT
NO. 1 SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 1998
Submitted for your consideration is a Resolution regarding the sale of Riverfront Redevelopment
Project No. 1 Special Tax Revenue Refunding Bonds, Series 1998. The Resolution authorizes and
approves the Bond Purchase Agreement,the final Official Statement,the award of the Bonds to the
Underwriter,and the redemption of the outstanding Riverfront Redevelopment Project No. 1 Special
Tax Revenue Bonds, Series 1988.
Res ectfully submitted, Referred to City Council for Consideration:
.W.
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Louis A. D'Erco e • D to Mayor's Office/Title Date
Finance Director
P:\FIN\8463.SKZ
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Exhibit "A"
$3,115,000
CITY OF OMAHA,NEBRASKA
RIVERFRONT REDEVELOPMENT PROJECT NO. 1
SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 1998
BOND PURCHASE AGREEMENT
November 17, 1998
The City of Omaha
1819 Farnam Street
Omaha, NE 68183
Dear Mayor Daub and Councilmembers:
The undersigned (the "Underwriter") hereby offers to enter into this Bond Purchase
Agreement with the City of Omaha, Nebraska (the "City"), which, upon the acceptance of this
offer, will be binding upon the City and upon the Underwriter. This offer is made subject to the
City's acceptance by a duly adopted resolution, the execution of this Bond Purchase Agreement
(the "Agreement") and its delivery to the Underwriter on the date first above written, and the
effectiveness of the Ordinance (hereinafter defined).
1. Upon the terms and conditions and upon the basis of the representations and
warranties hereinafter set forth or referred to, the Underwriter hereby agrees to purchase from the
City for offering to prospective investors, and the City hereby agrees to sell to the Underwriter
for such purpose, all (but not less than all) of$3,115,000 aggregate principal amount of City of
Omaha, Riverfront Redevelopment Project No. 1 Special Tax Revenue Refunding Bonds,
Series 1998, dated December 1, 1998 (the "Bonds"), at the purchase price, net of accrued interest .
from December 1, 1998 to the date of Closing (hereinafter defined), of$3,115,000, which is the
$3,115,000 principal amount thereof. The City shall pay to the Underwriter on the date of
Closing $47,991.85, of which $33,626.85 represents the Underwriter's fee and $14,365.00
represents the Underwriter's expenses.
The Bonds shall be as described in, and shall be issued pursuant to, Ordinance No.
of the City passed on November 10, 1998 (the "Ordinance"), for the purpose of refunding the
$3,115,000 outstanding aggregate principal amount City of Omaha, Nebraska Riverfront
Redevelopment Project No. 1 Special Tax Revenue Bonds, Series 1988, as identified by the
Ordinance (the "Series 1988 Bonds"), which outstanding indebtedness constitutes a special
limited obligation of the City.
01-151977.01
2. The Underwriter agrees to make an offering of all of the Bonds at not in excess of
the initial offering prices (which may be expressed in terms of yield) which shall be within the
limitations set forth on Schedule A attached hereto. The offering by the Underwriter shall be a
bona fide public offering, and the Bonds may be offered and sold to certain dealers (including
the Underwriter and other dealers depositing such Bonds into investment trusts) at prices lower
than such initial public offering prices.
3. Delivered to the City herewith is a corporate check payable to the order of the
City for $62,300. The City agrees to hold said check uncashed until the Closing as security for
the performance by the Underwriter of its obligation to accept and pay for the Bonds at the
Closing and, in the event of compliance by the Underwriter with such obligation, such check
shall be returned to the Underwriter. In the event the City does not accept this offer, such check
shall be immediately returned to the Underwriter. In the event of the City's failure to deliver the
Bonds at the Closing, or if the City shall be unable at or prior to the date of the Closing to satisfy
the conditions to the obligations of the Underwriter contained herein, or if the obligations of the
Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement
shall terminate, and neither the Underwriter nor the City shall be under any further obligation
hereunder, except that the check referred to in this paragraph 3 shall be returned immediately to
the Underwriter by the City, and the respective obligations of the City and the Underwriter for
the payment of expenses as provided in paragraph 10 hereof shall continue in full force and'
effect. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay
for the Bonds at the Closing as herein provided, such check shall be cashed and the proceeds
thereof shall be retained by the City as and for full liquidated damages for such failure and for
any and all defaults hereunder on the part of the Underwriter, and the cashing of such check shall
constitute a full release and discharge of all claims and damages for such failure and for any and
all such defaults.
4.(a) At the time of or before the Closing by the City hereof, the City shall deliver to
the Underwriter(unless separately waived by the Underwriter):
(i) a certified copy of the Ordinance (including the City's undertaking (the
"Undertaking") to provide ongoing disclosure about the City for the benefit of the
bondholders and beneficial owners of the Bonds, as required by Section (b)(5)(i) of the
Rule, as hereinafter defined, and summarized in the Preliminary Official Statement
referred to below) together with such reasonable number of certified copies of the
Ordinance as the undersigned shall request; and
(ii) certified copies of Resolution No. 3101 adopted by the City Council on
November 10, 1998 and Resolution No. (collectively, the "Resolution") adopted
by the City Council of the City on November 17, 1998, which shall include authorization
for execution and delivery of this Bond Purchase Agreement, together with such
reasonable number of certified copies of the Resolution as the undersigned shall request.
It is understood that the Underwriter may not waive receipt of the ongoing disclosure
Undertaking referred to in clause (i).
01-151977.01 2
(b)(i) The City agrees to deliver to the Underwriter, at such addresses as the
Underwriter shall specify, as many copies of the Official Statement dated November 17,
1998 relating to the Bonds (the "Final Official Statement") as the Underwriter shall
reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934 (the
"Rule") and with Rules G-32 and G-36 and all other applicable rules of the Municipal
Securities Rulemaking Board. The City agrees to deliver such Final Official Statements
within seven business days after the execution hereof or on such earlier date as is
necessary so that any confirmation that requests payment from a customer of the
Underwriter may include a copy of the Final Official Statement.
(ii) The City hereby authorizes and approves the Preliminary Official
Statement dated November 10, 1998 and the Final Official Statement (the Final Official
Statement, the Preliminary Official Statement and any amendments or supplements that
.may be authorized for use with respect to the Bonds are herein referred to collectively as
the "Official Statement"), consents to their distribution and use by the Underwriter and
authorizes the approval of the Final Official Statement by the execution thereof by the
Mayor of the City. Additionally, the City hereby authorizes the Underwriter to use and
distribute all other documents, certificates and statements furnished by the City to the
Underwriter in connection with the transactions contemplated by this Bond Purchase '
Agreement, in connection with the issuance and sale of the Bonds.
(iii) The Underwriter shall give notice to the City on the date after which no
participating underwriter, as such term is defined in the Rule, remains obligated to deliver
Final Official Statements pursuant to paragraph (b)(4) of the Rule.
(iv) Prior to the earlier of(A)receipt of notice from the Underwriter pursuant
to Section 4(b)(iii) hereof that Final Official Statements are no longer required under the
Rule or (B) 90 days after the Closing, the City shall provide the Underwriter with such
information regarding its current financial condition and ongoing operations as the City
shall deem material and such other information concerning the City as the Underwriter
may reasonably request.
(v) If, at any time prior to the earlier of (A) receipt of notice from the
Underwriter pursuant to Section 4(b)(iii) hereof that Final Official Statements are no
longer required to be delivered under the Rule or (B) 90 days after the Closing, any event
occurs, of which the City has knowledge, which might or would cause the information in
the Preliminary Official Statement or the Final Official Statement, as then supplemented
or amended, to contain an untrue statement of a material fact or to omit to state a material
fact required to be stated therein or necessary to make such information therein, in the
light of the circumstances under which it was presented, not misleading, the City shall
notify the Underwriter, and, if in the opinion of the Underwriter such event requires the
preparation and publication of a supplement or amendment to the Preliminary Official
Statement or the Final Official Statement, the City shall amend or supplement the
Preliminary Official Statement or the Final Official Statement in a form and in a manner
approved by the Underwriter, provided all expenses thereby incurred shall be paid by the
City. Any information supplied by the City for inclusion in any amendments or
O1-151977.01 3
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supplements to the Preliminary or Final Official Statement will not contain any untrue or
misleading statement of a material fact relating to the City or omit to state any material
fact relating to the City necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
5.(a) The City represents and warrants to the Underwriter that (i) the Preliminary
Official Statement is (except as subsequently modified by the Final Official Statement), and the
Official Statement will be, true and correct in all material respects, contain and will at all times
following publication, to and including the date of the Closing, contain no misstatement of any
material fact and did not and will not at any such time omit any statement or information which
is necessary to make the statements and information contained therein not misleading in any
material respect; (ii)Appendix C to the Preliminary Official Statement and Final Official
Statement contains the Undertaking into which the City will enter pursuant to the Ordinance;
(iii)both at the time of the City's acceptance hereof and at the time of the Closing, the City is
and will be duly existing as a municipal corporation and a body corporate and politic of the State
of Nebraska with full legal right, power and authority to issue the Bonds, apply the proceeds
thereof and perform its obligations as set forth in the Ordinance; (iv) from the time of the City's
acceptance hereof through the date of the Closing, the City will not have incurred any material
liabilities, direct or contingent, or entered into any material transaction, in either case other than
in the ordinary course of its business, and there shall not have been any material adverse change •
in the financial condition of the City other than changes in the ordinary course of business in
each such case, except as contemplated by the Official Statement; (v) the passage of the
Ordinance and the execution and delivery of this Agreement and the Bonds and compliance with
the provisions thereof will not conflict with or constitute a breach of or a default under any law,
administrative regulation, court decree, resolution or agreement to which the City is subject; and
(vi) except as stated in the Official Statement, the City is in full compliance with each and every
ongoing disclosure undertaking previously entered into by it pursuant to Section (b)(5)(i) of the
Rule.
(b) The Underwriter represents and warrants to the City that the material in the
Preliminary Official Statement under the caption "UNDERWRITING" is true and correct in all
material respects and does not omit any information that is necessary to make the statements
contained therein not misleading in any material respect.
6. At 10:00 a.m., Omaha time, on December 2, 1998, or in any event on such
business day not later than December 31, 1998 as shall have been mutually agreed upon by the
Finance Director of the City and the Underwriter (the "Closing Time"), the City will deliver to
the Underwriter the Bonds in definitive form (unless otherwise agreed by the Underwriter),
bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any
Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of
any Bond), duly executed, together with the other documents hereinafter mentioned; and the
Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in
paragraph 1 hereof, by delivering a certified or bank cashier's check payable to the order of the
City in immediately available funds which equal the purchase price. The Bonds shall be
available for examination and packaging by the Underwriter on the day prior to the Closing.
01-151977.01 4 f `
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Payment for and delivery of the Bonds as aforesaid shall be made at the office of
Kutak Rock, in Omaha, Nebraska, except that physical delivery of the Bonds, shall be made to
The Depository Trust Company ("DTC") in the form of one bond certificate for each stated
Bond maturity registered in the name of Cede & Co., as DTC's nominee, or at such place as may
be mutually agreed upon. Such payment and delivery is hereby called the "Closing." The Bonds
will be delivered as fully registered bonds without coupons.
The City may deliver Bonds in temporary form to the Underwriter, as permitted by the
Ordinance, but only upon the request or agreement of the Underwriter.
7. The obligations of the Underwriter hereunder are subject to the accuracy in all
material respects of the representations and warranties of the City contained herein as of the date
hereof and the date of the Closing and to the following additional conditions:
(a) At the time of the Closing, (i) the Ordinance (including the Undertaking)
shall be in full force and effect and shall not have been amended, modified or
supplemented since the date hereof except as may have been agreed to in writing by the
Underwriter, and the City shall have duly adopted and there shall be in full force and
effect such additional ordinances and resolutions as shall, in the opinion of Kutak Rock,
Bond Counsel to the City, be necessary in connection with the transactions contemplated .
hereby, and (ii)the City shall perform or have performed all of its obligations required
under or specified in this Agreement and the Ordinance to be performed at,
simultaneously with or prior to the Closing. The Official Statement and the Ordinance
shall be in full force and effect in the forms heretofore approved by the Underwriter, with
only such changes therein as the Underwriter and the City shall have mutually agreed
upon, and shall not have been amended without the consent of the Underwriter.
(b) The Bonds shall have been duly authorized, executed and authenticated in
accordance with the provisions of the Ordinance.
(c) The Underwriter shall have the right to cancel their obligations hereunder
to purchase the Bonds by notifying the City, in writing or by telegram, of theirr election to
do so subsequent to the date hereof and at or prior to the Closing if:
(i) a decision with respect to legislation shall be reached by a
committee of the House of Representatives or the Senate of the Congress of the
United States or legislation shall be favorably reported by such a committee or be
introduced, by amendment or otherwise, in, or be enacted by, the House of
Representatives or the Senate, or be recommended to the Congress of the
United States for passage by the President of the United States, or a decision by a
court established under Article III of the Constitution of the United States, or a
decision by the Tax Court of the United States, shall be rendered or a ruling,
regulation or order of the Treasury Department of the United States or the Internal
Revenue Service shall be made or proposed having the purpose or effect of
imposing federal income taxation, or any other event shall have occurred which
results in the imposition of federal income taxation, upon revenues or other
income of the general character to be derived by the City or upon interest received
01-151977.01 5
on obligations of the general character of the Bonds, or the Bonds, which, in the
Underwriter's opinion, materially adversely affects the market price of the Bonds;
(ii) any legislation, ordinance, rule or regulation shall be introduced in,
or be enacted by, any governmental body, department or agency in the State of
Nebraska, or a decision by any court of competent jurisdiction within the State of
Nebraska shall be rendered which, in the Underwriter's opinion, materially
adversely affects the market price of the Bonds;
(iii) legislation shall be introduced, by amendment or otherwise, in, or
be enacted by the House of Representatives or the Senate of the Congress of the
United States, or a decision by a court of the United States shall be rendered, or a
stop order, ruling, regulation or official statement by, or on behalf of, the
Securities and Exchange Commission or other governmental agency having
jurisdiction over the subject matter shall be made or proposed, to the effect that
the issuance, offering or sale of obligations of the general character of the Bonds,
or the Bonds as contemplated hereby or by the Official Statement, is or would be
in violation of any provision of the Securities Act of 1933, as amended and as
then in effect, or the Securities Exchange Act of 1934, as amended and as then in
effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or
with the purpose or effect of otherwise prohibiting the issuance, offering or sale of
obligations of the general character of the Bonds, or the Bonds as contemplated
hereby or by the Official Statement;
(iv) any event shall have occurred, or information become known,
which, in the Underwriter's opinion, makes untrue, incorrect or misleading in any
material respect any statement or information contained in the Official Statement,
as originally circulated, or has the effect that the Official Statement, as originally
circulated, contains an untrue, incorrect or misleading statement of a material fact
or omits to state a material fact necessary to be stated therein in order to make the
statements made therein, in light of the circumstances under which they were
made,not misleading;
(v) additional material restrictions not in force as of the date hereof
shall have been imposed upon trading in securities generally by any governmental
authority or by any national securities exchange;
(vi) The New York Stock Exchange or other national securities
exchange, or any governmental authority, shall impose, as to the Bonds, or
obligations of the general character of the Bonds, any material restrictions not
now in force, or increase materially those now in force, with respect to the
extension of credit by, or the charge to the net capital requirements of, the
Underwriter;U ,
(vii) a general banking moratorium shall have been established by
federal, New York or Nebraska authorities, or the general suspension of trading
on the New York or any other major stock exchanges shall have been declared;
O1-151977.01 6
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(viii) a default shall have occurred with respect to the obligations of, or
proceedings have been instituted under the federal bankruptcy laws or any similar
state laws by or against, any state of the United States or any city located in the
United States having a population in excess of one million persons or any entity
issuing obligations on behalf of such a city or state which, in the Underwriter's
opinion, materially adversely affects the market price of the Bonds;
(ix) any rating of the Bonds or any other securities of the City shall
have been downgraded or withdrawn by Moody's Investors Service or
Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc.; or
(x) a war involving the United States shall have been declared, or any
conflict involving the armed forces of the United States shall have escalated, or
any other national emergency relating to the effective operation of government or
the financial community shall have occurred which, in the Underwriter's opinion,
materially adversely affects the market price of the Bonds.
(b) At or prior to the Closing, the Underwriter shall receive:
(i) The unqualified approving opinion as to the Bonds, dated the date
of the Closing, of Kutak Rock, as Bond Counsel.
(ii) A certificate, satisfactory in form and substance to the
Underwriter, of the Mayor and City Clerk, or of other appropriate officials
satisfactory to the Underwriter, dated as of the Closing, to the effect that (A)the
City has duly performed all of its obligations to be performed at or prior to the
Closing; (B) the Bonds and the Ordinance conform to the descriptions thereof in
the Official Statement; (C) this Agreement, the Ordinance and any and all other
agreements and documents required to be executed, adopted or delivered by the
City in order to carry out, give effect to and consummate the transactions
contemplated hereby and by the Official Statement have each been duly adopted,
authorized, executed and delivered by the City, as the case may be, and as of the
Closing each is in full force and effect; (D) other than as set forth in the Official
Statement, no litigation or other proceedings are pending or, to the knowledge of
either of the signers of such certificate, threatened in any court or other tribunal of
competent jurisdiction, state or federal, against or involving the City or any of its
members or any of the officers of the City in their official capacity, or restraining
or enjoining the issuance, sale or delivery of any of the Bonds or the collection or
application of the security pledged or to be pledged under the Ordinance to pay
the principal of and interest on the Bonds, or in any way questioning or affecting
the validity of the Bonds, the Ordinance or this Agreement, or any of the
proceedings for the authorization, sale, execution or delivery of the Bonds, or the
organization or existence of the City, or the title to office of the officers of the
City or the members thereof, or any powers of the City, including its powers to
issue the Bonds; and (E) each of the representations and warranties of the City set
01-151977.01 7
forth in paragraph 5 hereof is true, accurate and complete in all material respects
as of the Closing.
(iii) A certificate, satisfactory in form and substance to the
Underwriter, of the Finance Director of the City, dated as of the Closing, to the
effect that on the date of this Agreement, and at the time of the Closing, (A) the
information and statements, including financial information of or pertaining to the
City, contained in the Official Statement were and are correct in all material
respects; (B) insofar as the City and its affairs, including its financial affairs, are
concerned, the Official Statement did not and does not contain an untrue
statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and (C) insofar as
the descriptions and statements, including financial data, contained in the Official
Statement of or pertaining to nongovernmental bodies or governmental bodies
other than the City are concerned, such descriptions, statements and data have
been obtained from sources believed by the City to be reliable, and the City has
no reason to believe that they are untrue or incomplete in any material respect.
(iv) The opinion of the Law Department of the City that (A) the •
Ordinance has been duly passed and is in full force and effect; (B) the Bonds have
been legally and validly issued and are special limited obligation bonds of the
City payable from the Special Tax Revenues (as such term is defined in the
Ordinance), which Special Tax Revenues have been pledged for the payment of
the principal of and interest on the Bonds; the pledge of Special Tax Revenues is
a prior lien; and there has been no other pledge of such Special Tax Revenues
senior to such pledge; and (D) the Ordinance and this Agreement constitute legal,
valid and binding obligations of the City enforceable in accordance with their
respective terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, moratorium or other laws affecting creditors' rights
generally.
(v) Such additional legal opinions, certificates, agreements,
proceedings, instruments and other documents as the Underwriter or Bond
Counsel may reasonably request at least three business days before the Closing
Time to evidence compliance by the City with legal requirements, the truth and
accuracy, as of the Closing Time, of the representations of the City contained
herein and the due performance or satisfaction by the City at or prior to such time
of all agreements then to be performed and all conditions then to be satisfied by
the City.
8. If the City shall be unable to satisfy the conditions to the obligations of the
Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be
terminated for any reason permitted by this Agreement, this Agreement shall terminate and
neither the Underwriter nor the City shall be under further obligation hereunder, except as
provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall
be returned to the Underwriter by the City.
01-151977.01 8
9. All representations, warranties and agreements of the City in this Agreement shall
remain operative and in full force and effect, regardless of(a) any investigation made by or on
behalf of the Underwriter or any person who controls the Underwriter, (b) delivery of, and
payment for, the Bonds hereunder and (c) any termination of this Agreement.
10. The Underwriter, but only if the transactions contemplated hereby shall be
consummated, shall be obligated to pay any expenses incident to the performance of the
obligations of the City hereunder, including, but not limited to (a) all costs and expenses incident
to the printing and preparation for printing or other reproduction of the Ordinance, the
Preliminary Official Statement and Final Official Statement, together with a reasonable number
of certified copies thereof; (b) the cost of preparing the definitive Bonds; and (c) the fees and
disbursements of Kutak Rock as Bond Counsel and in connection with the qualification of the
Bonds for sale under the securities or "Blue Sky" laws of various jurisdictions and the
preparation of the Blue Sky Memorandum, if any. If the transactions contemplated hereunder
shall not be consummated for any reason, the City shall be obligated to pay all such costs and
expenses. The Underwriter shall in any event pay(i) all advertising expenses in connection with
the public offering of the Bonds and (ii) all other expenses incurred by them or any of them in
connection with the public offering and distribution of the Bonds, including certain fees and
disbursements of Kutak Rock, as Counsel to the Underwriter.
11. This Agreement has been and is made solely for the benefit of the Underwriter
and their respective successors and assigns and the City and its successors, and no other person,
partnership, association or corporation shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include any purchaser of the Bonds
from the Underwriter merely because of such purchase.
12. Any notice or other communication to be given to the City under this Agreement •
may be given by mailing or delivering the same in writing (or, in the case of a notice given
pursuant to paragraph 7(c) hereof, by telegram or facsimile transmission) to the City, addressed
to the City, Omaha/Douglas Civic Center, 1819 Farnam Street, Omaha, Nebraska 68183,
Facsimile Number (402) 444-5125, Attention: Finance Director and any notice or other
communication to be given to the Underwriter under this Agreement may be given by delivering
the same in writing to Kirkpatrick Pettis, Suite 200, 10250 Regency Circle, Omaha,
Nebraska 68114, Attention: Daniel J. Smith, as the representative of the Underwriter.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
1 L
01-151977.01 9
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13. This Agreement shall be governed by and construed in accordance with the laws
of the State of Nebraska and may not be assigned by the City.
Very truly yours,
KIRKPATRICK PETTIS
By
First Vice President
Accepted as of the date
first above written:
CITY OF OMAHA,NEBRASKA
By
Mayor
Attest: •
City Clerk
(Seal)
01-151977.01 10 __/
SCHEDULE A •
BOND PURCHASE AGREEMENT
$3,115,000
CITY OF OMAHA, NEBRASKA
RIVERFRONT REDEVELOPMENT PROJECT NO. 1
SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 1998
Maturity Principal
(December 1) Amount Interest Rate Yield
1999 $265,000 3.75% 100%
2000 270,000 3.85 100
2001 280,000 3.90 100
2006 1,575,000 4.30 100
2007 355,000 4.50 100
2008 370,000 4.55 100
•
•
•
01-151977.01 /!
Exhibit "B"
NEW ISSUE
BOOK-ENTRY-ONLY
In the opinion of Kutak Rock Bond Counsel, under existing laws, regulations, rulings and judicial decisions; the interest on the Series 1998
Bonds is excluded from gross income for federal income tax purposes, except for interest on any Bond for any period during which such Bond is held by a
person who is a "substantial user"of the Project or a "related person"within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as
amended. Bond Counsel is further of the opinion that interest on the Series 1998 Bonds is an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations,and must be included in the "adjusted current earnings"of certain corporations. Bond Counsel is
also of the opinion that,under existing laws of the State of Nebraska,the interest on the Series 1998 Bonds is exempt from Nebraska state income taxation.
See"TAX EXEMPTION"herein.
$3,115,000
CITY OF OMAHA,NEBRASKA
Riverfront Redevelopment Project No. 1
Special Tax Revenue Refunding Bonds
Series 1998
Dated: December 1,1998 Due: December 1,as shown below
The Series 1998 Bonds(the"Bonds")are issuable as fully registered bonds in denominations of$5,000 and integral multiples thereof. Interest on
the Bonds is payable June 1, 1999 and semiannually thereafter on June 1 and December 1 of each year by check or draft mailed to the registered owner as of
the applicable record date at the address shown on the books of registry maintained by First National Bank of Omaha,Omaha,Nebraska(the"Trustee").
Principal of the Bonds is payable upon presentation and surrender thereof at the principal office of the Trustee in Omaha,Nebraska.
The Bonds will be subject to optional redemption,mandatory sinking fund redemption and special mandatory redemption prior to maturity as
more fully set forth herein. See"BONDHOLDERS'RISKS"herein.
The Bonds initially will be registered in the name of Cede&Co., as nominee for The Depository Trust Company, New York, New York
("DTC"),which will act as securities depository for the Bonds. Purchases of the Bonds may be made only in book-entry form in authorized denominations
by credit to participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers will not receive certificates evidencing
the Bonds. 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 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 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 who is,or acts through,a DTC Participant to receive payment of the principal of,premium,if any,and interest on such Bonds. See"THE
BONDS—Book-Entry Only System"herein.
The Bonds will be issued by the City of Omaha,Nebraska(the"City")for the purpose of refunding a series of special tax revenue bonds the
proceeds of which were used by the City to pay a portion of the cost of the acquisition and site preparation of the land for a redevelopment project located in
downtown Omaha,Nebraska.
The Bonds will be special limited obligations of the City, secured solely by the proceeds of a special tax levied for community
development purposes by the City of Omaha and payable solely from such proceeds and from certain other moneys of the City made available for
such purpose. The Bonds are not general obligations of the City. The full faith and credit of the City are not pledged to the payment of the Bonds
or the interest thereon. See"BONDHOLDERS'RISKS"herein.
MATURITY SCHEDULE
Maturity Amount Interest Rate Price
(December 1)
1999 $265,000 3.75% 100%
2000 270,000 3.85 100
2001 280,000 3.90 100
2006 1,575,000 4.30 100
2007 355,000 4.50 100
2008 370,000 4.55 100
(Plus Accrued Interest From December 1,1998)
The Bonds are offered when, as and if issued by the City and received by the Underwriter, and are subject to the apptoval of validity by
Kutak Rock,Bond Counsel,the approval of certain legal matters by Kutak Rock,Counsel to the Underwriter,and certain other conditions. Certain matters
will be passed upon for the City by the City Law Department. It is expected that the Bonds will be available for delivery at DTC in New York,New York
on or about December 2,1998 against payment therefor.
KIRKPATRICK PETTIS
Dated: November 17, 1998.
•
01-146326.04 `•
'I
CITY OF OMAHA, NEBRASKA
•
HAL DAUB,MAYOR
CITY COUNCIL
Frank Brown,President
Paul Koneck, Vice President Cliff Herd
Subby Anzaldo Marc Kraft
Lee Terry Lormong Lo
MAYOR'S CABINET MEMBERS
Louis A. D'Ercole Finance Director
Paul D. Kratz City Attorney
Robert Peters Acting Planning Director
George Davis Human Relations Director
Donald L. Carey Chief of Police
Thomas J. Graeve Fire Chief
James Cleary 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
UNDERWRITER
Kirkpatrick Pettis
BOND COUNSEL
Kutak Rock
01-146326.04
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
THE BONDS 1
SECURITY FOR AND SOURCE OF PAYMENT OF THE BONDS 7
BONDHOLDERS' RISKS 8
ESTIMATED APPLICATION OF BOND PROCEEDS 10
THE RIVERFRONT REDEVELOPMENT AREA 10
SPECIAL TAX REVENUES 11
THE ORDINANCE 12
UNDERWRITING 16
TAX EXEMPTION 17
RATINGS 18
CONTINUING DISCLOSURE 18
ABSENCE OF LITIGATION REGARDING THE BONDS 19-
LEGAL MATTERS 19
MISCELLANEOUS 19
APPENDIX A—PROJECTED SPECIAL TAX REVENUES
APPENDIX B—CITY OF OMAHA—GENERAL INFORMATION
APPENDIX C—FORM OF CONTINUING DISCLOSURE UNDERTAKING
APPENDIX D—FORM OF OPINION OF BOND COUNSEL
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.
01-146326.04
6
OFFICIAL STATEMENT
$3,115,000
CITY OF OMAHA, NEBRASKA
Riverfront Redevelopment Project No. 1
Special Tax Revenue Refunding Bonds
Series 1998
INTRODUCTION
This Official Statement, including the cover page and Appendices hereto, is furnished in
connection with the offering of$3,115,000 Riverfront Redevelopment Project No. 1 Special Tax
Revenue Refunding Bonds, Series 1998 (the "Bonds") of the City of Omaha, Nebraska (the
"City"), acting in its capacity as a community development authority under the Redevelopment
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 Nebraska,
1997, as amended, and all laws amendatory thereof and supplemental thereto (collectively, the
"Redevelopment Law"), 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 November 17, 1998. Certain provisions of the Ordinance are set forth later in this
Official Statement. See "THE ORDNANCE."
The proceeds of the Bonds will be used to pay a portion of the cost of refunding the
City's $3,115,000 outstanding aggregate principal amount of Riverfront Redevelopment Project
No. 1 Special Tax Revenue Bonds Series 1988 (the "Prior Bonds"), the proceeds of which were
used to finance a portion of the costs of the Riverfront Redevelopment Project No. 1 (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 Underwriter, Kirkpatrick Pettis, Suite 400, 10250 Regency
Circle, Omaha,Nebraska 68114.
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 December 1, 1998, and
01-146326.04
shall bear interest from their date at the rates per annum set forth on the cover page hereof
payable June 1, 1999 and semiannually thereafter on June 1 and December 1 of each year.
The principal of the Bonds is payable upon presentation and surrender at the principal
office of First National Bank of Omaha, as Trustee and Paying Agent (the "Trustee"), in Omaha,
Nebraska. Payment of interest on the Bonds will be made to the registered owner thereof by
check or draft mailed by the Trustee to such owner at the address as such name and address
appears on the registration books kept by the Trustee on the record date, which is the fifteenth
day of the month next preceding an 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
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
01-146326.04 2
L ,�
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,
PREMIUM, IF ANY, 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, premium, if any, 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 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.
01-146326.04 3
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 other. 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.
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 (a) PAYMENTS
OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS,
(b) CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST OR OTHER
CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS OR
(c)REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO., ITS NOMINEE,
•,N. 7
01-146326.04 4
r v
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,
PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (c) THE DELIVERY OR
TIMELINESS OF DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OF ANY
NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER
THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; (d) THE
SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT
OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (e) ANY CONSENT GIVEN OR
OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, CEDE & CO., AS BONDHOLDER.
•
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 Trustee 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 bond. The Trustee is not required -id
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 after December 1,2004 are subject to
redemption at the option of the City at any time on and after December 1, 2003, in whole at any
time or in part from time to time on any interest payment date in the inverse order of their
maturities and by lot (in such manner as the Trustee may select) within a maturity at the
redemption price, with respect to each Bond, set forth of the principal amount thereof, plus
accrued interest to the date fixed for redemption.
Mandatory Sinking Fund Redemption. The Bonds maturing December 1, 2006 are
subject to mandatory sinking fund redemption to their maturity date, by lot (or other random
selection method) selected by the Trustee, at a price of par, without premium, on December 1,
2002, and on each December 1 thereafter in the years and principal amounts set forth below:
01-146326.04 5 \ 0
Year Principal Amount
2002 $290,000
2003 305,000
2004 315,000
2005 325,000
2006 (maturity) 340,000
To the extent that such Bonds have been previously called for redemption in part and
otherwise than from the sinking fund, each related aforesaid annual sinking fund payment for the
Bonds of such maturity shall be reduced by the amount obtained by multiplying the principal
amount of such Bonds of such maturity so called for redemption by the ratio which each annual
sinking fund payment for the Bonds of such maturity bears to the total sinking fund payments of
such Bonds subject to sinking fund redemption, and by rounding each sinking fund payment to
the nearest $5,000 multiple.
In case a Bond subject to sinking fund redemption is of a denomination larger than
$5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed, but Bonds
shall be redeemed only in the principal amount of$5,000 each or any integral multiple thereof.
On or before the thirtieth day prior to each such sinking fund payment date, the Trustee shall
proceed to select for redemption (by lot in such manner as the Trustee may determine), from all
outstanding Bonds subject to sinking fund redemption, a principal amount of such Bonds equal
to the aggregate principal amount of such Bonds redeemable with the required sinking fund
payment, and shall call such Bonds or portions thereof($5,000 or any integral multiple thereof)
for redemption from such sinking fund on the next December 1,and give notice of such call.
Mandatory Redemption of Bonds on Determination of Taxability. The Bonds will be
redeemed in whole (or in part as provided below) on the first day of a month within 90 days after
the City receives written notice from a holder of a Bond or former holder of a Bond or the
Trustee of a final determination by the Internal Revenue Service or a court of competent
jurisdiction that, as a result of a failure by the City to perform any of its agreements in the
Ordinance or in the Redevelopment Agreement or the inaccuracy of any of its representations in
the Ordinance or in the Redevelopment Agreement or any requisition submitted pursuant to the
Ordinance, the interest paid or to be paid on any Bond (except to a "substantial user" of the
Redevelopment Project or a"related person"within the meaning of Section 147(a)of the Internal
Revenue Code of 1986, as amended(the "Code")) is or was includable in the gross income of the
holder of the Bond for federal income tax purposes. No such determination will be considered
final unless such holder or former holder of a Bond involved in the determination gives the City
and the Trustee prompt written notice of the commencement of the proceedings resulting in the
determination and offers the City, subject to the City's agreeing to pay all expenses of the
proceeding and to indemnify the holder against all liabilities that might result from it, the
opportunity to control the defense of the proceeding and either the City does not agree within
30 days to pay the expenses, indemnify the holder and control the defense, or the City exhausts
or chooses not to exhaust available procedures to contest or obtain review of the result of the
proceedings. Fewer than all Bonds may be redeemed if redemption of fewer than all would
result in the interest payable on the Bonds remaining outstanding being not includable in the
gross income for federal income tax purposes of any holder other than a "substantial user" or
01-146326.04 6
"related person." If fewer than all Bonds are redeemed, the Trustee will select the Bonds to be
redeemed by lot or by such other method acceptable to the Trustee as may be specified in an
opinion of nationally recognized bond counsel.
Notice and Effect of Redemption. In the case of redemption of Bonds prior to maturity,
the Trustee 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 obligation of the City and of
the City in its capacity as an authority under the Redevelopment 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 Redevelopment
Law for community redevelopment purposes in an amount not to exceed 2.6 cents on each $100
upon the actual value of all the taxable properties in the City, except intangible property.
Pursuant to the Ordinance, the City, in its capacity as an authority under the Redevelopment
Law, has agreed to certify such amounts to the City Council in July of each year. The Bonds
will be secured solely by the pledge of such Special Tax Revenues, and such pledge will
constitute a first lien on the Special Tax Revenues. 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, their levy and
collection.
Flow of Special Tax Revenues
The Ordinance creates and establishes with the Trustee the following funds and accounts:
the Redemption Fund and the Bond Fund and therein a Bond Interest Account, a Bond Principal
Account and a Bond Redemption Account.
When collected, the Special Tax Revenues, plus any other moneys available to pay
principal of, premium, if any, 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 December 1 in one year to and
including November 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
November 30.
01-146326.04 7
•
Bond Fund. The Special Tax Revenues accumulated in the Bond Fund will be used in
the following order of priority:
FIRST; for deposit into the Bond Interest Account, an amount necessary so that
the balance in such account at least one day prior to the date of the payment of interest on
the Bonds is equal to the amount due on such interest payment date;
SECOND, for deposit into the Bond Principal Account, an amount necessary so
that the balance in such account is equal to the next principal payment at least one day
prior to the date of payment of such principal on the Bonds; and
THIRD, for deposit into the Bond Redemption Account, an amount necessary to
redeem 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
related information about 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. The amount of the community redevelopment levy is subject to a 2.6
cent/$100 of taxable valuation statutory limitation.
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.
Changes to 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 Second Session of the 94th Nebraska Legislature (1996) passed, and the Governor
signed, five related bills designed to reduce property taxes. Two of the bills, LB 299 and
LB 1114,have had a direct effect on City spending and property tax levies, respectively. LB 299
prohibited governmental units (a) from adopting a fiscal year 1997 budget in excess of the fiscal
year 1997 total plus population growth plus 2% expressed in dollars and (b) from adopting a
fiscal year 1998 budget in excess of the fiscal year 1997 budget plus population growth
01-146326.04 8
,1
expressed in dollars. Under LB 989 of the Second Session of the 95th Nebraska Legislature
(1998), governmental units 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. Provision also is made for a governmental
unit to 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, LB 1114 caps the property tax levies of
local governments. Levies of incorporated cities and villages, such as the City, will be 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.) LB 1114 does permit a political subdivision to exceed its levy limitation for a
period of up to five years by majority vote of the.electorate.
The First Session of the 95th Nebraska Legislative (1997) passed, and the Governor
signed, LB 271, which revised the method for taxing motor vehicles by substituting a generally
applicable state fee schedule for locally levied and collected ad valorem taxes. As a
consequence, the taxable value of such motor vehicles no longer is part of the City's property tax
base. The State of Nebraska will collect such taxes and fees and distribute a portion of such
collections to the taxing bodies, including the City. The pertinent provisions of LB 271 became
effective on January 1, 1998. According to a State of Nebraska Department of Revenue analysis
of LB 271, the taxesgenerated in Douglas Countyunder LB 271 will be approximately 80% of
g PP Y
the taxes generated under the prior system, based on constant valuation. Based on the
Department of Revenue estimate and information from Douglas County that the City's motor
vehicle valuation would have increased but for LB 271, the City estimated that it would
experience a $1,643,127 annual reduction in taxes received from motor vehicles and prepared its
1998 budget accordingly. This reduction is directly offset by an increase in State-generated
street and highway tax allocation funds in the estimated amount of$1,583,000.
There can be no assurance that Nebraska's system of assessing and taxing real and
personal property will remain substantially unchanged given the possibility of additional
legislation, constitutional initiatives and referendums and litigation. Such changes could
materially and adversely affect the amount of property tax and other revenues the City could
collect in future years. The City does not believe, however, that the Nebraska Legislature,
subject to any constitutional restrictions, would leave the City without adequate taxing resources
to pay for its programs and meet its financial obligations, including the repayment of its bonds,
lease-purchase obligations and other obligations. The opinion of Bond Counsel will be rendered
based on the law existing as of the date of issuance of the Bonds and in reliance upon general
legal presumptions in favor of the constitutionality of statutes and upon the holdings of existing
case law.
01-146326.04 9 J
•
ESTIMATED APPLICATION OF BOND PROCEEDS
The proceeds of the Bonds, exclusive of accrued interest, are anticipated to be used to
refund the Prior Bonds as follows:
Sources: •
Bond Proceeds $3,115,000.00
City Contribution 110,291.85
Total Bond Proceeds $3,225,291.85
Uses of Bond Proceeds:
Principal of Prior Bonds $3,115,000.00
Premium on Prior Bonds 62,300.00
Costs of Issuance 47,991.85
Total Bond Proceeds $3,225,291.85
THE RIVERFRONT REDEVELOPMENT AREA
Location and Surround Area
Pursuant to the Redevelopment Law; the City Council on February 2, 1988 approved a
Riverfront Redevelopment Plan (as amended by the City Council on March 29, 1988, the
"Redevelopment Plan"). As part of the Redevelopment Plan, the City designated the Riverfront
Redevelopment Area, an approximately 109-acre site located on the riverfront in Omaha's
downtown business district. The area is bounded on the west by 10th Street, on the north by the
Interstate 480 ramp and bridge, on the east by the Missouri River and on the south by
Leavenworth Street. The Redevelopment Project Area is located within the Riverfront
Redevelopment Area.
Redevelopment Plan
•
The Redevelopment Plan consists of three distinct elements: (a) the Riverfront Park,
(b) the ConAgra Corporate Campus and (c) the Riverfront Business Park, each of which is
substantially completed. •
The 27.16-acre Riverfront Park extends east from the present terminus of the Central
Park Mall at Eighth Street to the Burlington Northern riverfront line. It is bounded on the north
by the Interstate 480 bridge and on the south by a line corresponding approximately to the
extended south right-of-way line of Howard Street. The park features a 15-acre lake, with direct
public access principally on its north and east shorelines. The park includes an extensive path
system, linked to the Central Park Mall by a pedestrian bridge over Eighth Street. It also
includes an amphitheater on the north shore of the lake; a pedestrian bridge over the Burlington
Northern tracks and seawall to an overlook on the Missouri River itself; parking on its north
edge; and a potential site for a specialized museum. The Riverfront Park was financed from
01-146326.04 10
y S
private sources, a contribution from the City and from general and bond funds of Douglas
County,Nebraska.
The ConAgra Corporate Campus includes a series of linked two-story to four-story
buildings clustered around the west and south shores of the lake. ConAgra occupies the
Corporate Campus as its corporate headquarters. Phase I and Phase II of the Corporate Campus
development consisted of office space, research and product development operations and the
corporate headquarters and include an estimated 400,000 square feet of space. These two phases
together constitute the Redevelopment Project, and the land on which the Redevelopment Project
is located is defined herein as the "Redevelopment Project Area." The ConAgra Corporate
Campus is designed to provide eventual expansion to 900,000 to 1,000,000 square feet of space,
which space is not included in the Redevelopment Project Area.
The Riverfront Business Park comprises the western and southern parts of the
Redevelopment Area. An Embassy Suites Hotel and conference center have been constructed in
the Riverfront Business Park with private financing.
In order to implement the Redevelopment Plan, the Redevelopment Agreement (the
"Redevelopment Agreement") was entered into by and among the City, the County of Douglas,
Nebraska (the "County"), Omaha Development Foundation, a Nebraska nonprofit corporation
("ODF"), ConAgra and the Peter Kiewit Foundation, a Nebraska nonprofit foundation (the
"Peter Kiewit Foundation"). The City, the County, ODF, ConAgra and the Peter Kiewit
Foundation agreed, through their joint efforts, to redevelop the Riverfront Redevelopment Area
as described above.
SPECIAL TAX REVENUES
Source of Special Tax Revenues
The Redevelopment Law provides that the City, acting in its capacity as an authority
under the Redevelopment Act, may certify in July of each year to the City Council the amount of
tax to be levied for the next succeeding fiscal year for community redevelopment purposes,
including the expenses of the City as an authority for the payment of Debt Service on the Bonds.
Such tax cannot exceed 2.6 cents on each $100 of actual value of all taxable property in the City,
except intangible property. The City has agreed in the Ordinance to so certify such amounts to
the City Council in July of each year. The City Council is required by the Redevelopment Law
to levy and collect the taxes so certified at the same time and in the same manner as other City
taxes are levied and collected. The Ordinance provides that the amounts annually to be so
certified with respect to Debt Service on the Bonds will be set forth in resolution of the City
Council to be adopted at the time of the sale of the Bonds. 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.
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 in behalf of all such public
01-146326.04 11
bodies. Property valuations are established bythe Douglas CountyAssessor on all
rty g 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.
Special Tax Revenues, based upon such valuations and related levies, become available
to meet debt service requirements on April 1 and August 1 of each of the years following the
• year in which tax levies are made. Principal and interest payments due on June 1 and on
December 1 of each year are expected to be paid from Special Tax Revenues received on 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.
See. Table 1 in Appendix A to this Official Statement for projected Special Tax
Revenues.
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.
Redemption Fund
The proceeds from the sale of Bonds shall be placed in the Redemption Fund after
depositing any accrued interest on the Bonds into the Bond Fund. The moneys transferred to and
placed in the Redemption Fund will be immediately disbursed to the trustee for the Prior Bonds
pending application to the redemption of the Prior Bonds on or about January 15, 1999.
If any sum remains in the Redemption Fund after the full accomplishment of the objects
and purposes for which the Bonds were issued, the sum remaining in the Redemption Fund will
be transferred to the Bond Fund and applied as are other moneys in such funds, provided that the
City may retain such sum in the Redemption Fund and apply such sum to other qualified
redevelopment purposes if it obtains an opinion of nationally recognized bond counsel to the
effect that such application would not adversely affect the exclusion of interest on the Bonds
from gross income for federal income tax purposes.
The City has covenanted in the Ordinance to comply with the requirements of the
Redevelopment Law pertaining to the annual certification to the City Council of the community
redevelopment tax levy amount required to satisfy the debt service requirements of the Bonds.
The City Council is required by the Redevelopment Law to levy and collect the taxes so certified
at the same time and in the same manner as other city taxes are levied and collected.
Investment of Moneys
Moneys in the Redemption Fund and in the Bond Interest Account, the Bond Principal
Account and the Bond Redemption Account in the Bond Fund shall, to the fullest extent
practicable and reasonable, be invested, and reinvested by the Trustee, to the extent allowed by
law, solely in, and obligations deposited in such funds and accounts shall be, Investment
Securities that shall mature or be subject to redemption at the option of the holder thereof on or
r.
01-146326.04 12 -
i
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 or to the Trustee; provided,
however, that any investment earnings on moneys or Investment Securities held in any of the
accounts in the Bond Fund (except for any amounts to be rebated to the United States of America
in accordance with the terms of the Ordinance) shall be used as provided under "SECURITY
FOR AND SOURCE OF PAYMENT OF THE BONDS—Flow of Special Tax Revenues—Bond
Fund."
The Trustee 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 that at the time are legal investments
under the laws of the State of Nebraska and the Charter of the City, for the moneys held under
the Ordinance then proposed to be invested therein: (a) 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; (b) 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;
(c) 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 iri
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; (d) obligations of savings and loan associations to the extent that the same are insured
by the Federal Savings and Loan Insurance Corporation and of banks or trust companies to the
extent the same are insured by the Federal Deposit Insurance Corporation; and (e) shares of
open-end, diversified investment companies that invest solely in securities described in clause (a)
above; and (f) 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 (a), (b) and (c)
above held by another bank (including a Federal Reserve Bank), trust company or savings and
loan association, as escrow agent or custodian, of a market value not less than the amount of the
certificates of deposit or guaranteed investment contracts so secured, including interest.
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
01-146326.04 13
to be taken any other action or actions that 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 purposes 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.
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 Act and the Redevelopment Plan and in a
sound and economical fashion.
(b) The City will use the proceeds of the sale of the 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 superior to or on a parity with the lien of the Bonds on such Special Tax
Revenues.
(d) The City, acting in its capacity as an authority under the Redevelopment
Law, will certify in July of each year to the City Council the amount of tax to be levied
for the 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 Debt
Service on the Bonds due and payable during such fiscal year, which amount of tax shall
not exceed 2.6 cents on each $100 upon the actual value of all taxable property in the
City, except intangible property, all as provided by Section 18-2107(11) of the
Redevelopment Law.
(e) 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.
(f) 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.
(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.
01-146326.04 14 �'
(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 Trustee, in trust solely for such purpose, cash or United States government direct or
guaranteed obligations maturing in such amount and at such times as will provide funds
sufficient to retire such Bond at maturity or earlier permitted redemption date and pay interest
and premium, if any, thereon to such retirement date.
Events of Default
The following constitute events of default under the Ordinance with respect to the Bonds:
(a) default in the due and punctual payment of the principal of or the interest
on:any outstanding Bond and the continuance thereof for a period of 30 days;
(b): default in the due and punctual payment of the moneys required to be paid
to the Trustee for deposit to the Bond Fund and the continuance thereof for a period of
30 days; or
(c) default in the performance or observance of any other of the covenants,
agreements or conditions on the City's part contained in the Ordinance, or in the Bonds,
and the continuance thereof for a period of 30 days after written notice thereof to the City
by the Trustee, or by the owners of not less than 20% in aggregate principal amount of
the Bonds of such series outstanding.
Default Remedies
Upon the occurrence of an event of default under the Ordinance, the Trustee may, and
upon the written request of the owners of 20% in principal amount of the affected Bonds,shall,
accelerate the principal of and the interest on the Bonds. The Trustee may rescind its declaration
of acceleration and waive any default under the Ordinance under certain circumstances. The
owners of not less than 20% in principal amount of the affected Bonds then outstanding shall
have the right to request the Trustee, upon being indemnified to its satisfaction, to take steps
needful for its protection and that of the owners of such Bonds subject to the right in all events of
the owners of a majority in principal amount of Bonds of such series outstanding to direct the
Trustee's action.
Amendment to the Ordinance
The City shall not amend the Ordinance, except in accordance with the following
provisions:
e01-146326.04 15 '`;
(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 the Trustee 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 Trustee, 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 and the Trustee 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 Bond 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.
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 (the "Underwriter"), the Bonds are
being purchased at 100% of the principal amount for public reoffering by the Underwriter. The
Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased.
The City will pay an aggregate fee to the Underwriter of$33,626.85 (plus $14,365.00 in respect
of issuance costs payable by the Underwriter under the Agreement) for its services in connection
with the Bonds. The obligation of the Underwriter to accept delivery of the Bonds is subject to
01-146326.04 16
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.
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 and judicial decisions, interest on the
Bonds is excluded from gross income for federal income tax purposes, except for interest on any
Bond during any period while it is held by a "substantial user" of the facilities financed by the
Bonds or a"related person"within the meaning of Section 147(a) of the Code. Bond Counsel is
further of the opinion that,under existing laws of the State of Nebraska, the interest on the Bonds
is exempt from Nebraska state income taxation.
The Code imposes various restrictions, conditions and requirements relating to the
exclusion from gross income for federal tax purposes of interest on obligations such as the
Bonds. The City has covenanted to comply with certain requirements designed to assure that
interest on the Bonds will not become includable in gross income. Failure to comply with these
covenants may result in interest on the Bonds being included in gross income from the date of
issue of the Bonds. The opinion of Bond Counsel assumes compliance with the covenants.
Bond Counsel is further of the opinion that interest on the Bonds is a specific preference
item for purposes of the imposition of the Code's alternative minimum tax provisions on
individuals and corporations.
The accrual or receipt of interest on the Bonds may otherwise affect the federal income
tax liability of certain recipients such as banks, thrift institutions, property and casualty insurance
companies, corporations (including S corporations and foreign corporations operating branches
in the United States), Social Security or Railroad Retirement benefit recipients, individuals who
itemize deductions, or 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.
From time to time, there are legislative proposals in Congress that, if enacted, could alter
or amend the federal tax matters referred to above or adversely affect the market value of the
Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or
411 01-146326.04 17
whether if enacted, it would apply to bonds issued prior to enactment. Each purchaser of the
Bonds should consult his or her own tax advisor regarding any pending or proposed federal tax
legislation. Bond Counsel expresses no opinion regarding any pending or proposed federal tax
legislation.
RATINGS
Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
("S&P"), has given the Bonds a rating of"AAA" and Moody's Investors Service ("Moody's")
has given the Bonds a rating of "Aal." Any desired explanation of the significance of such
ratings should be obtained from S&P and from Moody's. The City furnished the rating agencies
with certain information and materials relating to the Bonds and the City which have not been
included in this Official Statement. Generally, a rating agency bases its rating on the information
and materials so furnished and on investigations, studies and assumptions made by such rating
agency. There is no assurance that a particular rating will be maintained for any given period of
time or that it will not be lowered or withdrawn entirely if, in the judgment of the agency
originally establishing the rating, circumstances so warrant. Neither the City nor the
Underwriters have undertaken any responsibility either to bring to the attention of the owners of
the Bonds any proposed revision or withdrawal of the rating of the Bonds or to oppose any such
proposed revision or withdrawal. Any such change in or withdrawal of such rating could.have
an adverse effect on the market price of the Bonds. Any explanation of the significance of such
ratings should be obtained from the rating agency furnishing such rating.
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 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.
01-146326.04 18
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 opinion of Kutak Rock, Bond Counsel, a copy of whose approving opinion will be
delivered with the Bonds. Certain legal matters will be passed upon for the Underwriter by its
counsel, Kutak Rock. Certain legal matters will be passed upon for the City by the City Law
Department.
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.
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 .
01-146326.04 19
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O1-146326.04 � �' I
.
APPENDIX A
PROJECTED SPECIAL TAX REVENUES
Table 1
Calculation of Estimated Maximum Special Tax
Revenues Available for Debt Service
Property Valuation for all taxable
property in the City(except
intangible property) as of
December 31, 1998* $13,584,937,975
Maximum levy authorized pursuant 2.60 per$100
to the Redevelopment law of the actual
value
Maximum Special Tax Revenues
available annually $3,532,084
*Source: Records of Accounting Department,Office of the Douglas County Clerk.
Table 2
Estimated Maximum Special Tax Revenues
Available and Debt Service Coverage
Maximum Special
Year Ending Tax Revenues Debt Service Requirements Debt Service
December 31, Availablel Principal Interest Total Coverage
1999 $3,602,726 $ 265,000 $131,787.50 $ 396,787.50 9.08x
2000 3,674,781 270,000 121,850.00 391,850.00 9.38
2001 3,748,276 280,000 111,455.00 391,455.00 9.58
2002 3,823,242 290,000 100,535.00 390,535.00 9.79
2003 3,899,706 305,000 88,065.00 393,065.00 9.92
2004 3,977,701 315,000 74,950.00 3 89,950.00 10.20
2005 4,057,255 325,000 61,405.00 386,405.00 10.50
2006 4,138,399 340,000 47,430.00 387,430.00 10.68
2007 4,221,168 355,000 32,810.00 387,810.00 10.89
2008 4,305,591 370.000 16,835.00 3 86,835.00 11.13
TOTALS $3,115,000 $787,122.50 $3,902,122.50
1 Based upon property valuations for all taxable property in the City(except intangible property)as of December 31,
1998 with a 2%valuation growth each year.
01-146326.04
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 city-wide 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 was appointed Acting Finance Director in March 1995 and 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 703,900 as of
January 1998. As of January 1998, the population of the City of Omaha was an estimated
364,300, an increase of 7,500 over the 1997 estimate of 356,800 people.
(.0
01-146326.04
Transportation
Eleven jet carriers and four commuter airlines currently handle flights in and out of
Eppley Airfield. In 1997, 3,552,057 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
Underwriter, 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,
01-146326.04 B-2
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 Vlasic Foods.
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.
01-146326.04 B-3 1 --.J
V
During 1997, the annual average unemployment rate for the Omaha MSA was 2.5%,
compared with 4.9% for the United States as a whole. The Omaha MSA unemployment rate in
July 1998 was 2.1%, compared with a rate of 4.7% 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 off-shore
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.
01-146326.04 B-4
Selected Economic.Indicators
Omaha MSA Population and Employment
Population) Employment2 •
1950 366,395 163,050
1960 457,873 188,950
1970 542,646 214,650
1980 569,614 261,532
1990 618,262 331,953
1991 624,200 326,360
1992 634,900 333,887
1993 656,434 335,540
1994 662,801 368,772
1995 670,322 357,190
1996 696,400 385,988
1997 703,900 398,269 -
'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.
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)
01-146326.04 B-5
Omaha MSA Nonagricultural Wage and Salary Employment
Average for
1997 August 1998
% of % of
Number Total* Number Total*
Industry
Manufacturing 39,652 9.96 42,431 10.23
Construction and Mining 18,393 4.62 21,605 5.21
Transportation, Communications and Utilities 28,002 7.03 29,364 7.08
Retail Trade 69,715 17.50 70,743 17.06
Wholesale Trade 25,917 6.51 27,082 6.53
Finance, Insurance and Real Estate 34,405 8.64 37,666 9.08
Services 131,375 32.99 138,201 33.32
Government 50,810 12.76 47.723 11.51
Total 398,269 100.01 414,815 100.02
*Total greater than 100%due to rounding.
Source: Estimated annual averages 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
*Effective Buying Income: personal income (wages, salaries, interest, dividends, profits and property income)
minus federal,state and local taxes.
Source: Annual surveys of buying power,Sales and Marketing Management.
- 01-146326.04 B-6
Retail Sales—Douglas County
Retail Retail
Year Sales (000) Year Sales (000)
1980 $1,873,004 1989 $3,481,232
1981 2,017,847 1990 3,717,333
1982 2,250,087 1991 3,567,814
1983 3,073,914 1992 4,266,146
1984 2,739,494 1993 4,739,758 1
1985 2,904,388 1994 5,058,311
1986 3,163,571 1995 5,248,178
1987 3,074,692 1996 5,203,261
1988 3,311,816 1997 5,558,533
Source: Sales and Marketing Management.
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
*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.
Source: Federal Reserve Bank of Kansas City.
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
Source: Department of Permits and Inspections,City of Omaha.
f,
01-146326.04 B-7 /, e
[THIS PAGE LEFT BLANK INTENTIONALLY]
01-146326.04
APPENDIX C
FORM OF CONTINUING DISCLOSURE UNDERTAKING
Following is the text of Section 6.11 of the Ordinance, comprising the City's continuing
disclosure undertaking pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(z).
Section 11. (a) That the City does hereby covenant and.agree and enter into a written
undertaking for the benefit of the holders and beneficial owners of the Series 1998 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 6.11 and not otherwise defined in this Ordinance shall
have the meanings assigned such terms in subsection (d) hereof. It being the intention of the
City that there be full and complete compliance with the Rule, this Section shall be construed in
accordance with the written interpretative guidance and no-action letters published from time to
time by the Securities and Exchange Commission and its staff with respect to the Rule.
(b) The City undertakes to provide the following information as provided in this
Section 6.11:
(i) Annual Financial Information;
(ii) Audited Financial Statements, if any; and
(iii) Material Event Notices.
(c) (i) The City shall while any Bonds are outstanding provide the Annual Financial
• Information on or before the date which is 270 days after the end of each fiscal year of the City
(the "Report Date"), to each then existing NRMSIR and the SID, if any. The City shall include
with each submission of Annual Financial Information a written representation to the effect that
the Annual Financial Information is the Annual Financial Information required by this
Section 6.11 and that it complies with the applicable requirements of this Section 6.11 and that it
has been provided to each then existing NRMSIR and the SID, if any. If the City changes its
fiscal year, it shall provide written notice of the change of fiscal year to each then existing
NRMSIR or the Municipal Securities Rulemaking Board (the "MSRB") and the SID, if any. It
shall be sufficient if the City provides to each then existing NRMSIR and the SID, if any, any or
all of the Annual Financial Information by specific reference to documents previously provided
to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission
and, if such a document is a final official statement within the meaning of the Rule, available
from the MSRB.
(ii) If not provided as part of the Annual Financial Information, the City shall provide
the Audited Financial Statements when and if available while any Bonds are outstanding to each
then existing NRMSIR and the SID, if any.
(iii) If a Material Event occurs while any Bonds are outstanding, the City shall provide
a Material Event Notice in a timely manner to each then existing NRMSIR or the MSRB and the
01-146326.041111
SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the
date, title and CUSIP numbers of the Bonds.
(iv) The City shall provide in a timely manner to each then existing NRMSIR or the
MSRB and to the SID, if any, notice of any failure by the City while any Series 1998 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 6.11
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 A and Appendix B of the final official statement with respect to the Bonds.
The fmancial statements included in the Annual Financial Information shall be prepared
in accordance with generally accepted accounting principles ("GAAP") for governmental
units as prescribed by the Government Accounting Standards Board ("GASB"). Such
financial statements may,but are not required to be, Audited Financial Statements.
(ii) "Audited Financial Statements" means the City's annual financial
statements, prepared in accordance with GAAP for governmental units as prescribed by
GASB, which financial statements shall have been audited by such auditor as shall be
then required or permitted by the laws of the State.
(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 statues of
the Bonds;
(G) Modifications to rights of Bondholders;
(H) Bond calls;
(I) Defeasances;
01-146326.04 C-2
`/
(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 Repository, Municipal
Department, Post Office Box 840, Princeton, New Jersey 08542-0840, Internet address:
MUNISna bloomberg.com, Telephone: (609) 279-3200, Facsimile: (609) 279-5962 and
(609) 270-5963. Expedited Delivery Address: 100 Business Park Drive, Skillman, New
Jersey 08558; DPC Data Inc., One Executive Drive, Fort Lee,New Jersey 07024, Internet
address: nrmsir(a,dpcdata.com, Telephone: (201) 346-0701, Facsimile: (201) 947-0107;
JJ Kenny Information Services, The Repository, 16th Floor, 65 Broadway, New York,
New York 10006, Contact: Ms. Joan Horai, Repository, Telephone: (212) 770-4568,
Facsimile: (212) 797-7994; Thomson NRMSIR, Secondary Market Disclosure, 3rd Floor,
395 Hudson Street, New York, New York 10014, Internet address:
Disclosure@muller.com, Contact: Ms. Jennifer Glick, Telephone: (212) 807-5001,
Facsimile: (212) 989-2078.
(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 6.11, or any provision
hereof, shall be null and void in the event that the City obtains an opinion of nationally
recognized bond counsel to the effect that those portions of the Rule which require this
Section 6.11, or any such provision, are invalid, have been repealed retroactively or otherwise do
not apply to the Bonds, provided that the Issuer shall have provided notice of such delivery and
the cancellation of this Section 6.11 to each then existing NRMSIR or the MSRB and the SID, if
any.
(ii) This Section 6.11 may be amended, without the consent of the Bondholders, but
only upon the City obtaining an opinion of nationally recognized bond counsel to the effect that
such amendment, and giving effect thereto, will not adversely affect the compliance of this
Section 6.11 and by the City with the Rule, provided that the City shall have provided notice of
Ol-146326.04 C-3
such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if
any. Any such amendment shall satisfy, unless otherwise permitted by the Rule, the following
conditions:
(A) The amendment may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law or change in
the identity, nature or status of the obligated person or type of business conducted;
(B) This Section 6.11, as amended, would have complied with the
requirements of the Rule at the time of the primary offering, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
(C) The amendment does not materially impair the interests of Bondholders,
as determined either by parties unaffiliated with the City (such as nationally recognized
bond counsel), or by approving vote of Bondholders pursuant to the terms of the
Ordinance at the time of the amendment.
The initial Annual Financial Information after the amendment shall explain, in narrative
form, the reasons for the amendment and the effect of the change, if any, in the type of operating
data or financial information being provided.
(g) Any failure by the City to perform in accordance with this Section 6.11 shall not
constitute an Everit of Default with respect to the Series 1998 Bonds. If the City fails to comply
herewith, any Bondholder or beneficial owner may take such actions as may be necessary and
appropriate, including seeking specific performance by court order, to cause the City to comply
with its obligations hereunder.
•
01-146326.04 C-4
•
APPENDIX D
FORM OF OPINION OF BOND COUNSEL
[Letterhead of Kutak Rock]
December 1998
City Council of the City
of Omaha,Nebraska
Omaha/Douglas Civic Center
1819 Farnam Street
Omaha,NE 68183
$3,115,000
City of Omaha, Nebraska
Riverfront Redevelopment Project No. 1
Special Tax Revenue Refunding Bonds
Series 1998
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance and sale by the City of
Omaha, a municipal corporation in the State of Nebraska, of $3,115,000 aggregate principal
amount of Riverfront Redevelopment Project No. 1 Special Tax Revenue Refunding Bonds,
Series 1998 (the "Bonds"). The Bonds are issuable as fully registered Bonds without coupons
dated as of December 1, 1998 in the denomination of $5,000 or any integral multiple thereof,
bearing interest payable semiannually on June 1 and December 1 of each year commencing
June 1, 1999, at the rates per annum set forth in the schedule below and maturing serially in
numerical order on December 1,in each of the years and in the principal amounts as follows:
Amount
Year Maturing Interest Rate
1999 $265,000
2000 270,000
2001 280,000
2002 290,000
2003 305,000
2004 315,000
2005 325,000
2006 340,000
2007 355,000
2008 370,000
01-146326.04
City Council of the City
of Omaha,Nebraska
December _, 1998
Page 2
The Bonds maturing December 1, 2004 and thereafter are subject to redemption at the
option of the City of Omaha at any time on or after December 1, 2003, in whole or in part in
inverse order of maturities and within a maturity in such manner as the Trustee, deems fair, upon
the terms and at the principal amount thereof plus accrued interest to the date of redemption, and
are also subject to mandatory sinking fund and special mandatory redemption prior to maturity.
The Bonds recite that they are issued by the City of Omaha to provide for payment of the cost of
refunding certain outstanding special tax indebtedness of the City, under and pursuant to and in
full conformity with the Constitution and Statutes of the State of Nebraska, including particularly
Article 21 of Chapter 18, Reissue Revised Statutes of Nebraska, 1997, as amended, and the
Charter of the City of Omaha, and pursuant to and in full compliance with the proceedings of the
City Council of the City of Omaha duly enacted and adopted.
The City has covenanted in the ordinance (the "Ordinance") pursuant to which the Bonds
have been issued to comply with all necessary provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), to preserve the exclusion of interest on the Bonds from gross income
for federal income tax purposes. Noncompliance by the City with such restrictions may cause
the interest on the Bonds to be subject to federal income taxation retroactive to their date of
issue.
We have examined the Constitution and Statutes of the State of Nebraska, the Charter of
the City of Omaha, certified copies of proceedings of the City Council of the City of Omaha
authorizing the issuance of the Bonds, and an executed bond of said issue.
In our opinion the Bonds have been authorized and issued in accordance with the
Constitution and Statutes of the State of Nebraska and the Charter of the City of Omaha, and
constitute valid and legally binding special limited obligations of the City, in its capacity as an
authority under the Act, secured solely by the proceeds of a special tax levied by the City
pursuant to the Act for community redevelopment purposes in an amount not to exceed 2.6 cents
on each$100 upon the actual value of all taxable property in the City, except intangible property,
and payable solely from such special tax proceeds and from certain other moneys of the City
made available for such purpose, all as provided in the Ordinance. The Bonds are not general
obligations of the City of Omaha and the City will not be liable on the Bonds except to the extent
of the pledged of the special tax revenues.
The rights of the owners of the Bonds and the enforceability thereof may be subject to
valid bankruptcy, insolvency, reorganization,moratorium and other laws for the relief of debtors.
It is also our opinion that, assuming compliance by the City of Omaha with the covenant
referred to in the third paragraph of this letter, the interest on the Bonds is excluded from gross
income for federal income tax purposes, except for interest on any Bond for any period during
which such Bond is held by a person who is a "substantial user" of the Project or a "related
person"within the meaning of Section 147(a) of the Code. Interest on the Bonds, however, is an
item of tax preference for purposes of the federal alternative minimum tax imposed on
individuals and corporations. •
01-146326.04 D-2
City Council of the City
of Omaha,Nebraska
December _, 1998
Page 3
The accrual or receipt of interest on the Bonds may otherwise affect the federal income
tax liability of the recipient. The extent of these other tax consequences will depend upon the
recipient's particular tax status or other items of income or deduction. We express no opinion
regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are
corporations (including S corporations and foreign corporations operating branches in the
United States), property or casualty insurance companies, banks, thrifts or other financial
institutions or certain recipients of Social Security or Railroad Retirement benefits, individuals
who itemize deductions or taxpayers who may be deemed to have incurred (or continued)
indebtedness to purchase or carry tax-exempt obligations are advised to consult their tax advisors
as to the tax consequences of purchasing or holding the Bonds.
It is further our opinion that, under the existing laws of the State of Nebraska, interest
income on the Bonds is exempt from Nebraska state income taxation as long as it is exempt for
purposes of the federal income tax.
Very truly yours,
[To be signed and delivered at closing by
Kutak Rock.]
01-146326.04 D-3
C-25A CITY OF OMA
HA
LEGISLATIVE CHAMBER
Omaha,Nebr 19
RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
WHEREAS, the City of Omaha, Nebraska (the "City") is authorized to issue
$3,115,000 aggregate principal amount of its Riverfront Redevelopment Project No. 1 Special Tax
Revenue Refunding Bonds, Series 1998 (the "Bonds"), pursuant to Ordinance No. 31664
("Ordinance No. 31664"), duly enacted on November 8, 1988, and Ordinance No. 34738, duly
enacted on November 10, 1998 (collectively, the "Ordinance"), for the purpose of paying the cost
of refunding $3,115,000 outstanding aggregate principal amount of City of Omaha, Nebraska
Riverfront Redevelopment Project No. 1 Special Tax Revenue Bonds, Series 1988 (the "Series 1988
Bonds") issued for the purpose of paying part of the cost of the acquisition and site preparation of
land for the Riverfront Redevelopment Project No. 1 (the "Project"); and,
WHEREAS,as contemplated by the Ordinance,the City Council desires to designate
the aggregate principal amount of the Bonds,to fix the years and amounts in which the Bonds will
mature,to award the Bonds,to specify the interest rate or rates of the Bonds,to direct that the Bonds
be delivered to or upon the order of the original purchasers thereof upon payment of the purchase
price, to make other necessary determinations as hereinafter set forth and to direct the redemption
of the Series 1988 Bonds; and,
WHEREAS, as further contemplated by the Ordinance,the City Council desires to
approve the form and substance of a Bond Purchase Agreement(as hereinafter defined)with respect
to the Bonds and authorize its execution and delivery; and,
WHEREAS,the City desires to authorize the execution and distribution of the final
Official Statement for the Bonds.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF OMAHA:
THAT,as authorized and permitted by Section 3.1 of the Ordinance,the Bonds shall
be issued as a combination of serial and term bonds in the aggregate principal amount of$3,115,000
and shall mature on December 1 of the years and in the amounts, and shall bear interest at the rates
per annum, set forth below:
By
Councilmember
Adopted
City Clerk
Approved
Mayor
C-25A CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebr 19
PAGE 2
Principal Interest
Maturity Amount Rate
1999 $ 265,000 3.75%
2000 270,000 3.85%
2001 280,000 3.90%
2006 1,575,000 4.30%
2007 355,000 4.50%
2008 370,000 4.55%
FURTHER THAT, as permitted by Section 3.5 of the Ordinance, there shall be
inserted into the form of the Bond the following provision for the mandatory sinking fund
redemption of the term Bonds maturing December 1, 2006 (Section 4.2 of the Ordinance being in
contemplation of the issuance of serial Bonds only, and not of the issuance of term Bonds as
otherwise permitted by Section 3.1):
The bonds maturing December 1, 2006 shall be subject to mandatory sinking fund
redemption prior to their maturity date, by lot(or other random selection method) selected by the
Trustee, at a price of par, without premium, on December 1, 2002, and on each December 1
thereafter in the years and principal amounts set forth below:
Year Principal Amount
2002 $290,000
2003 305,000
2004 315,000
2005 325,000
2006 (maturity) 340,000
By
Councilmember
Adopted
City Clerk
Approved ' AZ°
Mayor
C-25A CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebr 19
PAGE 3
To the extent that such Bonds have been previously called for redemption in part and
otherwise than from the sinking fund, each related aforesaid annual sinking fund payment for the
Bonds of such maturity shall be reduced by the amount obtained by multiplying the principal amount
of such Bonds of such maturity so called for redemption by the ratio which each annual sinking fund
payment for the Bonds of such maturity bears to the total sinking fund payments of such Bonds
subject to sinking fund redemption, and by rounding each sinking fund payment to the nearest
$5,000 multiple.
In case a Bond subject to sinking fund redemption is of a denomination larger than
$5,000, a portion of such Bond($5,000 or any multiple thereof) may be redeemed, but Bonds shall
be redeemed only in the principal amount of$5,000 each or any integral multiple thereof. On or
before the thirtieth day prior to each such sinking fund payment date,the Trustee shall proceed to
select for redemption (by lot in such manner as the Trustee may determine), from all outstanding
Bonds subject to sinking fund redemption, a principal amount of such Bonds equal to the aggregate
principal amount of such Bonds redeemable with the required sinking fund payment, and shall call
such Bonds or portions thereof($5,000 or any integral multiple thereof) for redemption from such
sinking fund on the next December 1, and give notice of such call.
FURTHER THAT, the City Council has received a proposed bond purchase
agreement for the Bonds(the"Bonds Purchase Agreement")dated November 17, 1998,accompanied
by a corporate check in the amount of$62,300 as a good-faith deposit, with respect to the purchase
of the Bonds by Kirkpatrick Pettis (the "Underwriter"). The Bond Purchase Agreement has been
reviewed by the City Council, the City Attorney and the Finance Director. After having carefully
considered the matter, the City Council hereby finds and determines that the Bond Purchase
Agreement is in the best interest of the City. The City Council hereby authorizes and approves the
Bond Purchase Agreement and directs that it shall be executed by and on behalf of the City by the
Mayor of the City,with the official seal of the City impressed or imprinted thereon and attested by
the City Clerk in substantially the forms presented to the City Council at the meeting of the City
Council at which this Resolution is adopted and is attached hereto as Exhibit "A", subject to such
changes, insertions and omissions and such fillings-in of blanks as shall have been approved by the
officers of the City executing the same pursuant to this Section. The execution and delivery of such
Bond Purchase Agreement for and on behalf of the City Council by such officers of any such
changes, insertions, omissions or fillings-in of blanks are hereby authorized and directed.
By
Councilmember
Adopted
City Clerk
Approved
Mayor
c-ZSA CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebr 19
PAGE 4
FURTHER THAT,the City Council hereby awards the Bonds to the Underwriter in
accordance with the provisions of the Bond Purchase Agreement for a purchase price of 100% of
the aggregate principal amount of the Bonds.
FURTHER THAT, the Bonds, upon their execution and registration, shall be
delivered to the Underwriter upon payment of the purchase price thereof; all as more fully provided
in and subject to the terms and conditions of the Bond Purchase Agreements.
FURTHER THAT,the City Council has examined and considered the final Official
Statement prepared by the Underwriter,counsel for the Underwriter and various officers of the City.
The City Council hereby authorizes the distribution of the final Official Statement by the
Underwriter in connection with the offering and sale of the Bonds and directs the Mayor to execute
by manual or facsimile signature such final Official Statement for and on behalf of the City
substantially in the form attached hereto as Exhibit"B" with such changes, insertions, omissions and
such fillings-in of blanks therein as may be approved and made in such Official Statement by the
officer of the City executing the same pursuant to this Section.
FURTHER THAT,the City Council hereby reaffirms that the issuance of the Bonds
is authorized for the purpose of providing funds to pay the cost of refunding the outstanding Series
1988 Bonds. The City Council hereby designates for redemption, and hereby calls for redemption
on January 15, 1999, the $3,115,000 aggregate principal amount of the outstanding Series 1988
Bonds,and the Finance Director is.hereby authorized and directed to cause the Trustee for the Series
1988 Bonds to give timely notice of the call for redemption on January 15, 1999 of the Series 1988
Bonds and to redeem and cancel the Series 1988 Bonds so called for redemption, all in accordance
with the applicable provisions of Ordinance No. 31664.
FURTHER THAT,the Mayor,City Clerk and Finance Director(or any officer of the
City authorized to act in the capacity of the Mayor, City Clerk or Finance Director) are hereby
authorized and directed punctually to execute such instruments, certificates and documents as may
be necessary and appropriate and to do all acts and things required therein by the terms, covenants,
provisions and agreements of this Resolution, the Bonds, the Ordinance and the Bond Purchase
Agreement.
By
Councilmember
Adopted
City Clerk
Approved
Mayor
C-25A CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebr 19
PAGE 5
FURTHER THAT, the officers, employees and agents of the City are hereby
authorized and directed to do all acts and things necessary to carry into effect the provisions of this
Resolution.
FURTHER THAT,this Resolution shall take effect immediately upon its adoption.
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